HB2527 EnrolledLRB098 10157 JLS 40316 b

1    AN ACT concerning regulation.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The General Not For Profit Corporation Act of
51986 is amended by changing Sections 107.10 and 112.10 and by
6adding Section 112.12 as follows:
 
7    (805 ILCS 105/107.10)  (from Ch. 32, par. 107.10)
8    Sec. 107.10. Informal action by members entitled to vote.
9    (a) Unless otherwise provided in the articles of
10incorporation or the bylaws, except for the dissolution of a
11not-for-profit corporation organized for the purpose of
12ownership or administration of residential property on a
13cooperative basis, any action required by this Act to be taken
14at any annual or special meeting of the members entitled to
15vote, or any other action which may be taken at a meeting of
16the members entitled to vote, may be taken by ballot without a
17meeting in writing by mail, e-mail, or any other electronic
18means pursuant to which the members entitled to vote thereon
19are given the opportunity to vote for or against the proposed
20action, and the action receives approval by a majority of the
21members casting votes, or such larger number as may be required
22by the Act, the articles of incorporation, or the bylaws,
23provided that the number of members casting votes would

 

 

HB2527 Enrolled- 2 -LRB098 10157 JLS 40316 b

1constitute a quorum if such action had been taken at a meeting.
2Voting must remain open for not less than 5 days from the date
3the ballot is delivered; provided, however, in the case of a
4removal of one or more directors, a merger, consolidation,
5dissolution or sale, lease or exchange of assets, the voting
6must remain open for not less than 20 days from the date the
7ballot is delivered.
8    (b) Such informal action by members shall become effective
9only if, at least 5 days prior to the effective date of such
10informal action, a notice in writing of the proposed action is
11delivered to all of the members entitled to vote with respect
12to the subject matter thereof.
13    (c) In the event that the action which is approved is such
14as would have required the filing of a certificate under any
15other Section of this Act if such action had been voted on by
16the members at a meeting thereof, the certificate filed under
17such other Section shall state, in lieu of any statement
18required by such Section concerning any vote of members, that
19an informal vote has been conducted in accordance with the
20provisions of this Section and that written notice has been
21delivered as provided in this Section.
22    (d) In addition, unless otherwise provided in the articles
23of incorporation or the bylaws, any action required by this Act
24to be taken at any annual or special meeting of the members
25entitled to vote, or any other action which may be taken at a
26meeting of members entitled to vote, may also be taken without

 

 

HB2527 Enrolled- 3 -LRB098 10157 JLS 40316 b

1a meeting and without a vote if a consent in writing, setting
2forth the action so taken, shall be approved by all the members
3entitled to vote with respect to the subject matter thereof.
4(Source: P.A. 96-649, eff. 1-1-10; 96-994, eff. 7-2-10.)
 
5    (805 ILCS 105/112.10)  (from Ch. 32, par. 112.10)
6    Sec. 112.10. Voluntary dissolution by written consent of
7members entitled to vote. Except for the dissolution of a
8not-for-profit corporation organized for the purpose of
9ownership or administration of residential property on a
10cooperative basis. When Where a corporation has members
11entitled to vote on dissolution, the dissolution of a
12corporation may be authorized pursuant to Section 107.10 of
13this Act. Dissolution pursuant to the Section does not require
14any vote of the directors of the corporation.
15(Source: P.A. 84-1423.)
 
16    (805 ILCS 105/112.12 new)
17    Sec. 112.12. Dissolution of residential cooperative
18housing corporations. When a not-for-profit corporation
19organized for the purpose of ownership or administration of
20residential property on a cooperative basis has members
21entitled to vote on dissolution, there must be an open meeting
22and vote of those members before a dissolution may be
23authorized.