| |||||||
| |||||||
| |||||||
1 | AN ACT concerning business.
| ||||||
2 | Be it enacted by the People of the State of Illinois,
| ||||||
3 | represented in the General Assembly:
| ||||||
4 | Section 5. The General Not For Profit Corporation Act of | ||||||
5 | 1986 is amended by changing Sections 101.80 and 107.03 as | ||||||
6 | follows:
| ||||||
7 | (805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
| ||||||
8 | Sec. 101.80. Definitions. As used in this Act, unless
the | ||||||
9 | context otherwise requires, the words and phrases
defined in | ||||||
10 | this Section shall have the meanings set forth
herein.
| ||||||
11 | (a) "Anniversary" means that day each year exactly one or
| ||||||
12 | more years after:
| ||||||
13 | (1) The date of filing the articles of
incorporation | ||||||
14 | prescribed by Section 102.10 of this Act, in
the case of a
| ||||||
15 | domestic corporation;
| ||||||
16 | (2) The date of filing the application for
authority | ||||||
17 | prescribed by Section 113.15 of this Act in the case of a | ||||||
18 | foreign
corporation;
| ||||||
19 | (3) The date of filing the statement of
acceptance | ||||||
20 | prescribed by Section 101.75 of this Act, in the case of a
| ||||||
21 | corporation electing to accept this Act; or
| ||||||
22 | (4) The date of filing the articles of
consolidation
| ||||||
23 | prescribed by Section 111.25 of this Act in the case of a
|
| |||||||
| |||||||
1 | consolidation.
| ||||||
2 | (b) "Anniversary month" means the month in which the
| ||||||
3 | anniversary of the corporation occurs.
| ||||||
4 | (c) "Articles of incorporation" means the original | ||||||
5 | articles
of incorporation including the articles of | ||||||
6 | incorporation of
a new corporation set forth in the articles of | ||||||
7 | consolidation
or set forth in a statement of election to accept | ||||||
8 | this Act,
and all amendments thereto, whether evidenced by | ||||||
9 | articles of
amendment, articles of merger or statement of | ||||||
10 | correction
affecting articles. Restated articles of | ||||||
11 | incorporation
shall supersede the original articles of | ||||||
12 | incorporation and
all amendments thereto prior to the effective | ||||||
13 | date of filing
the articles of amendment incorporating the | ||||||
14 | restated
articles of incorporation. In the case of a | ||||||
15 | corporation
created by a Special Act of the Legislature, | ||||||
16 | "Articles of
incorporation" means the special charter and any | ||||||
17 | amendments
thereto made by Special Act of the Legislature or | ||||||
18 | pursuant
to general laws.
| ||||||
19 | (d) "Board of directors" means the group of persons vested
| ||||||
20 | with the management of the affairs of the corporation
| ||||||
21 | irrespective of the name by which such group is designated.
| ||||||
22 | (e) "Bylaws" means the code or codes of rules adopted for
| ||||||
23 | the regulation or management of the affairs of the
corporation | ||||||
24 | irrespective of the name or names by which such
rules are | ||||||
25 | designated.
| ||||||
26 | (f) "Corporation" or "domestic corporation" means a
|
| |||||||
| |||||||
1 | domestic not-for-profit corporation subject to the
provisions | ||||||
2 | of this Act, except a foreign corporation.
| ||||||
3 | (g) "Delivered," for the purpose of determining if any
| ||||||
4 | notice required by this Act is effective, means:
| ||||||
5 | (1) Transferred or presented to someone in person;
| ||||||
6 | (2) Deposited in the United States mail addressed to
| ||||||
7 | the person at his, her or its address as it appears on the
| ||||||
8 | records of the corporation, with sufficient first-class
| ||||||
9 | postage prepaid thereon;
| ||||||
10 | (3) Posted at such place and in such manner or
| ||||||
11 | otherwise transmitted to the person's premises as may be
| ||||||
12 | authorized and set forth in the articles of incorporation | ||||||
13 | or
the bylaws; or
| ||||||
14 | (4) Transmitted by electronic means to the e-mail | ||||||
15 | address, facsimile number, or other contact information | ||||||
16 | appearing on the
records of the corporation as may be | ||||||
17 | authorized or approved in the articles
of incorporation or | ||||||
18 | the bylaws.
| ||||||
19 | (g-5) "Economic development corporation" means an | ||||||
20 | organization that receives public money that promotes the | ||||||
21 | development, establishment, or expansion of industries. | ||||||
22 | (h) "Foreign corporation" means a not-for-profit
| ||||||
23 | corporation as defined and organized under the laws other
than | ||||||
24 | the laws of this State, for a purpose or purposes for
which a | ||||||
25 | corporation may be organized under this Act.
| ||||||
26 | (i) "Incorporator" means one of the signers of the original
|
| |||||||
| |||||||
1 | articles of incorporation.
| ||||||
2 | (j) "Insolvent" means that a corporation is unable to pay
| ||||||
3 | its debts as they become due in the usual course of the
conduct | ||||||
4 | of its affairs.
| ||||||
5 | (j-5) "Labor council" means any organization representing | ||||||
6 | multiple entities that are monitoring or attentive to | ||||||
7 | compliance with public or workers' safety laws, wage and hour | ||||||
8 | requirements, or other statutory requirements or that are | ||||||
9 | making or maintaining collective bargaining agreements. | ||||||
10 | (k) "Member" means a person or any organization, whether
| ||||||
11 | not for profit or otherwise, having membership rights in a
| ||||||
12 | corporation in accordance with the provisions of its
articles | ||||||
13 | of incorporation or bylaws.
| ||||||
14 | (k-5) "Minority group" means a group that is a readily | ||||||
15 | identifiable subset of the U.S. population and that is made up | ||||||
16 | of persons who are any of the following: | ||||||
17 | (1) American Indian or Alaska Native (a person
having | ||||||
18 | origins in any of the original peoples of North and South | ||||||
19 | America, including Central America, and who maintains | ||||||
20 | tribal affiliation or community attachment). | ||||||
21 | (2) Asian (a person having origins in any of the
| ||||||
22 | original peoples of the Far East, Southeast Asia, or the | ||||||
23 | Indian subcontinent, including, but not limited to, | ||||||
24 | Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, | ||||||
25 | the Philippine Islands, Thailand, and Vietnam). | ||||||
26 | (3) Black or African American (a person having
origins |
| |||||||
| |||||||
1 | in any of the black racial groups of Africa). Terms such as | ||||||
2 | "Haitian" or "Negro" can be used in addition to "Black or | ||||||
3 | African American". | ||||||
4 | (4) Hispanic or Latino (a person of Cuban,
Mexican, | ||||||
5 | Puerto Rican, South or Central American, or other Spanish | ||||||
6 | culture or origin, regardless of race). | ||||||
7 | (5) Native Hawaiian or Other Pacific Islander (a
person | ||||||
8 | having origins in any of the original peoples of Hawaii, | ||||||
9 | Guam, Samoa, or other Pacific Islands). | ||||||
10 | (6) A woman. | ||||||
11 | (l) "Net assets," for the purpose of determining the
| ||||||
12 | authority of a corporation to make distributions, is equal
to | ||||||
13 | the difference between the assets of the corporation and
the | ||||||
14 | liabilities of the corporation.
| ||||||
15 | (m) "Not-for-profit corporation" means a corporation
| ||||||
16 | subject to this Act and organized solely for one or more of
the | ||||||
17 | purposes authorized by Section 103.05 of this Act.
| ||||||
18 | (n) "Registered office" means that office maintained by the
| ||||||
19 | corporation in this State, the address of which is on file
in | ||||||
20 | the office of the Secretary of State, at which any
process, | ||||||
21 | notice or demand required or permitted by law may
be served | ||||||
22 | upon the registered agent of the corporation.
| ||||||
23 | (o) "Special charter" means the charter granted to a
| ||||||
24 | corporation created by special act of the Legislature
whether | ||||||
25 | or not the term "charter" or "special charter" is
used in such | ||||||
26 | special act.
|
| |||||||
| |||||||
1 | (p) Unless otherwise prohibited by the articles of | ||||||
2 | incorporation or the bylaws
of the corporation, actions | ||||||
3 | required to be "written", to be "in writing", to
have "written
| ||||||
4 | consent", to have "written approval" and the like by or of | ||||||
5 | members, directors,
or committee
members shall include any | ||||||
6 | communication transmitted or received by electronic
means.
| ||||||
7 | (Source: P.A. 96-649, eff. 1-1-10.)
| ||||||
8 | (805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
| ||||||
9 | Sec. 107.03. Members.
| ||||||
10 | (a) A corporation may have one or more classes of members | ||||||
11 | or may have no
members.
| ||||||
12 | (b) If the corporation has one or more classes of members,
| ||||||
13 | the designation of the class or classes and the
qualifications | ||||||
14 | and rights of the members of each class shall
be set forth in | ||||||
15 | the articles of incorporation or the bylaws.
The articles of | ||||||
16 | incorporation or the bylaws may provide for
representatives or | ||||||
17 | delegates of members and may establish their
qualifications and | ||||||
18 | rights.
| ||||||
19 | (c) If the corporation is to have no members, that fact
| ||||||
20 | shall be set forth in the articles of incorporation or the
| ||||||
21 | bylaws.
| ||||||
22 | (d) A corporation may issue certificate evidencing | ||||||
23 | membership therein.
| ||||||
24 | (e) The transfer of a certificate of membership in a
| ||||||
25 | not-for-profit corporation in which assets are held for a
|
| |||||||
| |||||||
1 | charitable, religious, eleemosynary, benevolent or
educational | ||||||
2 | purpose, shall be without payment of any
consideration of money | ||||||
3 | or property of any kind or value to
the transferor in respect | ||||||
4 | to such transfer. Any transfer in
violation of this Section | ||||||
5 | shall be void.
| ||||||
6 | (f) Where the articles of incorporation or bylaws provide
| ||||||
7 | that a corporation shall have no members, or where a
| ||||||
8 | corporation has under its articles of incorporation, bylaws
or | ||||||
9 | in fact no members entitled to vote on a matter, any
provision | ||||||
10 | of this Act requiring notice to, the presence of,
or the vote, | ||||||
11 | consent or other action by members of the
corporation in | ||||||
12 | connection with such matter shall be
satisfied by notice to, | ||||||
13 | the presence of, or the vote,
consent or other action of the | ||||||
14 | directors of the corporation.
| ||||||
15 | (g) A residential cooperative not-for-profit corporation | ||||||
16 | containing 50 or
more single family units
with individual unit | ||||||
17 | legal descriptions based upon a recorded plat of a
subdivision
| ||||||
18 | and located in a county with a population between
780,000 and | ||||||
19 | 3,000,000 shall specifically set forth the qualifications and
| ||||||
20 | rights of its members in the Articles of Incorporation and the | ||||||
21 | bylaws.
| ||||||
22 | (h) When an economic development corporation receives any | ||||||
23 | public money, its board shall consist of no less than 2 members | ||||||
24 | of a labor council or councils and not less than 2 members from | ||||||
25 | 2 separate minority groups. The labor council or councils shall | ||||||
26 | represent (i) employees in the construction trades and (ii) |
| |||||||
| |||||||
1 | employees in the public and private sector. No membership fees, | ||||||
2 | dues, or assessments shall be required. The labor council and | ||||||
3 | minority group members shall be full economic development | ||||||
4 | corporation members with all rights and privileges and shall | ||||||
5 | not be compensated. As used in this subsection, "public money" | ||||||
6 | means any funds from the federal government or a federal | ||||||
7 | agency, the State or a State agency, or any unit of local | ||||||
8 | government. | ||||||
9 | (Source: P.A. 91-465, eff. 8-6-99.)
|