Full Text of SB1390 96th General Assembly
SB1390 96TH GENERAL ASSEMBLY
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96TH GENERAL ASSEMBLY
State of Illinois
2009 and 2010 SB1390
Introduced 2/11/2009, by Sen. A. J. Wilhelmi - Kirk W. Dillard SYNOPSIS AS INTRODUCED: |
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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.
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A BILL FOR
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SB1390 |
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| AN ACT concerning business.
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| Be it enacted by the People of the State of Illinois,
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| represented in the General Assembly:
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| Section 5. The General Not For Profit Corporation Act of | 5 |
| 1986 is amended by changing Sections 101.80, 103.12, 107.10, | 6 |
| 107.40, 107.50, 107.75, 108.05, 108.10, 108.35, 108.45, | 7 |
| 108.60, 108.70, and 110.30 as follows:
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| (805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
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| Sec. 101.80. Definitions. As used in this Act, unless
the | 10 |
| context otherwise requires, the words and phrases
defined in | 11 |
| this Section shall have the meanings set forth
herein.
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| (a) "Anniversary" means that day each year exactly one or
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| more years after:
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| (1) The date of filing the articles of
incorporation | 15 |
| prescribed by Section 102.10 of this Act, in
the case of a
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| domestic corporation;
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| (2) The date of filing the application for
authority | 18 |
| prescribed by Section 113.15 of this Act in the case of a | 19 |
| foreign
corporation;
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| (3) The date of filing the statement of
acceptance | 21 |
| prescribed by Section 101.75 of this Act, in the case of a
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| corporation electing to accept this Act; or
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| (4) The date of filing the articles of
consolidation
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| prescribed by Section 111.25 of this Act in the case of a
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| consolidation.
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| (b) "Anniversary month" means the month in which the
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| anniversary of the corporation occurs.
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| (c) "Articles of incorporation" means the original | 6 |
| articles
of incorporation including the articles of | 7 |
| incorporation of
a new corporation set forth in the articles of | 8 |
| consolidation
or set forth in a statement of election to accept | 9 |
| this Act,
and all amendments thereto, whether evidenced by | 10 |
| articles of
amendment, articles of merger or statement of | 11 |
| correction
affecting articles. Restated articles of | 12 |
| incorporation
shall supersede the original articles of | 13 |
| incorporation and
all amendments thereto prior to the effective | 14 |
| date of filing
the articles of amendment incorporating the | 15 |
| restated
articles of incorporation. In the case of a | 16 |
| corporation
created by a Special Act of the Legislature, | 17 |
| "Articles of
incorporation" means the special charter and any | 18 |
| amendments
thereto made by Special Act of the Legislature or | 19 |
| pursuant
to general laws.
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| (d) "Board of directors" means the group of persons vested
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| with the management of the affairs of the corporation
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| irrespective of the name by which such group is designated.
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| (e) "Bylaws" means the code or codes of rules adopted for
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| the regulation or management of the affairs of the
corporation | 25 |
| irrespective of the name or names by which such
rules are | 26 |
| designated.
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| (f) "Corporation" or "domestic corporation" means a
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| domestic not-for-profit corporation subject to the
provisions | 3 |
| of this Act, except a foreign corporation.
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| (g) "Delivered," for the purpose of determining if any
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| notice required by this Act is effective, means:
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| (1) Transferred or presented to someone in person;
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| (2) Deposited in the United States mail addressed to
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| the person at his, her or its address as it appears on the
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| records of the corporation, with sufficient first-class
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| postage prepaid thereon;
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| (3) Posted at such place and in such manner or
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| otherwise transmitted to the person's premises as may be
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| authorized and set forth in the articles of incorporation | 14 |
| or
the bylaws; or
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| (4) Transmitted by electronic means to the e-mail | 16 |
| address , facsimile number, or other appropriate contact | 17 |
| information appearing that appears on the
records of the | 18 |
| corporation as may be authorized and set forth in the | 19 |
| articles
of incorporation or the bylaws .
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| (h) "Foreign corporation" means a not-for-profit
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| corporation as defined and organized under the laws other
than | 22 |
| the laws of this State, for a purpose or purposes for
which a | 23 |
| corporation may be organized under this Act.
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| (i) "Incorporator" means one of the signers of the original
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| articles of incorporation.
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| (j) "Insolvent" means that a corporation is unable to pay
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| its debts as they become due in the usual course of the
conduct | 2 |
| of its affairs.
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| (k) "Member" means a person or any organization, whether
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| not for profit or otherwise, having membership rights in a
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| corporation in accordance with the provisions of its
articles | 6 |
| of incorporation or bylaws.
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| (l) "Net assets," for the purpose of determining the
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| authority of a corporation to make distributions, is equal
to | 9 |
| the difference between the assets of the corporation and
the | 10 |
| liabilities of the corporation.
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| (m) "Not-for-profit corporation" means a corporation
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| subject to this Act and organized solely for one or more of
the | 13 |
| purposes authorized by Section 103.05 of this Act.
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| (n) "Registered office" means that office maintained by the
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| corporation in this State, the address of which is on file
in | 16 |
| the office of the Secretary of State, at which any
process, | 17 |
| notice or demand required or permitted by law may
be served | 18 |
| upon the registered agent of the corporation.
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| (o) "Special charter" means the charter granted to a
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| corporation created by special act of the Legislature
whether | 21 |
| or not the term "charter" or "special charter" is
used in such | 22 |
| special act.
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| (p) Unless otherwise prohibited by To the extent permitted | 24 |
| in the articles of incorporation or the bylaws
of the | 25 |
| corporation, actions required to be "written", to be "in | 26 |
| writing", to
have "written
consent", to have "written approval" |
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| and the like by or of members, directors,
or committee
members | 2 |
| shall include any communication transmitted or received by | 3 |
| electronic
means.
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| (Source: P.A. 92-33, eff. 7-1-01; 92-572, eff. 6-26-02.)
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| (805 ILCS 105/103.12) (from Ch. 32, par. 103.12)
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| Sec. 103.12. Private foundations - Federal tax laws. In
the | 7 |
| absence of an express provision to the contrary in its
articles | 8 |
| of incorporation, a corporation, as defined in
Section 509 of | 9 |
| the Internal Revenue Code of 1986, as may be amended from time | 10 |
| to time 1954 , during the
period it is a private foundation:
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| (a) Shall not engage in any act of self-dealing as defined
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| in Section 4941(d) thereof;
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| (b) Shall distribute its income for each taxable year at
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| such time and in such manner as not to become subject to the
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| tax on undistributed income imposed by Section 4942 thereof;
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| (c) Shall not retain any excess business holdings as
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| defined in Section 4943(c) thereof;
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| (d) Shall not make any investment in such manner as to
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| subject it to tax under Section 4944 thereof;
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| (e) Shall not make any taxable expenditure as defined in
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| Section 4945(d) thereof.
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| (Source: P.A. 84-1423.)
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| (805 ILCS 105/107.10) (from Ch. 32, par. 107.10)
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| Sec. 107.10. Informal action by members entitled to
vote. |
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| (a) Unless otherwise provided in the articles of
incorporation | 2 |
| or the bylaws, any action required by this
Act to be taken at | 3 |
| any annual or special meeting of the
members entitled to vote, | 4 |
| or any other action which may be
taken at a meeting of the | 5 |
| members entitled to vote, may be
taken in writing by mail, | 6 |
| e-mail, or any other electronic means pursuant to which the | 7 |
| action receives approval without a meeting and without a vote, | 8 |
| if a consent in
writing, setting forth the action so taken, | 9 |
| shall be signed
either: (i) by all of the members entitled to | 10 |
| vote with
respect to the subject matter thereof, or (ii) by the
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| members having not less than the minimum number of votes
that | 12 |
| would be necessary to authorize or take such action at
a | 13 |
| meeting at which a quorum was all members entitled to vote | 14 |
| thereon were
present and voting .
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| (b) Such informal action by If such consent is signed by | 16 |
| less than all of the
members entitled to vote, then such | 17 |
| consent shall become
effective only : (1) if, at least 5 days | 18 |
| prior to the
effective date of such informal action consent , a | 19 |
| notice in writing of the
proposed action is delivered to all of | 20 |
| the members entitled
to vote with respect to the subject matter | 21 |
| thereof who have not voted , and (2)
if, after the effective | 22 |
| date of such consent, prompt notice
in writing of the taking of | 23 |
| the corporate action without a
meeting is delivered to those | 24 |
| members entitled to vote who
have not consented in writing .
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| (c) In the event that the action which is approved | 26 |
| consented to is
such as would have required the filing of a |
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| certificate
under any other Section of this Act if such action | 2 |
| had been
voted on by the members at a meeting thereof, the
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| certificate filed under such other Section shall state, in
lieu | 4 |
| of any statement required by such Section concerning
any vote | 5 |
| of members, that an informal vote written consent has been | 6 |
| conducted given in
accordance with the provisions of this | 7 |
| Section and that
written notice has been delivered as provided | 8 |
| in this
Section.
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| (Source: P.A. 84-1423.)
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| (805 ILCS 105/107.40) (from Ch. 32, par. 107.40)
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| Sec. 107.40. Voting. (a) The right of the members, or
any | 12 |
| class or classes of members, to vote may be limited,
enlarged | 13 |
| or denied to the extent specified in the articles
of | 14 |
| incorporation or the bylaws. Unless so limited,
enlarged or | 15 |
| denied, each member, regardless of class, shall
be entitled to | 16 |
| one vote on each matter submitted to a vote
of members.
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| (b) The articles of incorporation or the bylaws may
provide | 18 |
| that in all elections for directors every member
entitled to | 19 |
| vote shall have the right to cumulate his or her vote
and to | 20 |
| give one candidate a number of votes equal to his or her
vote | 21 |
| multiplied by the number of directors to be elected, or
to | 22 |
| distribute such votes on the same principle among as many
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| candidates as he or she shall think fit.
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| (c) If a corporation has no members or its members have no
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| right to vote with respect to a particular matter , the |
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| directors shall have the sole voting
power with respect to such | 2 |
| matter .
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| (Source: P.A. 84-1423.)
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| (805 ILCS 105/107.50) (from Ch. 32, par. 107.50)
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| Sec. 107.50. Proxies. A member entitled to vote may
vote in | 6 |
| person or, unless the articles of incorporation or
the bylaws | 7 |
| explicitly prohibit otherwise provide , by proxy executed in | 8 |
| writing
by the member or by that member's duly authorized | 9 |
| attorney-in-fact.
No proxy shall be valid after 11 months from | 10 |
| the
date of its execution, unless otherwise provided in the
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| proxy. Where directors or officers are to be elected by
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| members, the bylaws may provide that such elections may be
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| conducted by mail.
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| (Source: P.A. 84-1423.)
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| (805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
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| Sec. 107.75. Books and records.
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| (a) Each corporation shall
keep correct and complete books | 18 |
| and records of account and
shall also keep minutes of the | 19 |
| proceedings of its members,
board of directors and committees | 20 |
| having any of the
authority of the board of directors; and | 21 |
| shall keep at its
registered office or principal office a | 22 |
| record giving the
names and addresses of its members entitled | 23 |
| to vote. Any voting member shall have the right to examine, in | 24 |
| person or by agent, at any reasonable time or times, the |
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| corporation's books and records of account and minutes, and to | 2 |
| make extracts therefrom, but only for a proper purpose. In | 3 |
| order to exercise this right, a voting member must make written | 4 |
| demand upon the corporation, stating with particularity the | 5 |
| records sought to be examined and the purpose therefor.
If the | 6 |
| corporation refuses examination, the voting member may file | 7 |
| suit in the circuit court of the county in which either the | 8 |
| registered agent or principal office of the corporation is | 9 |
| located to compel by mandamus or otherwise such examination as | 10 |
| may be proper. If a voting member seeks to examine books or | 11 |
| records of account the burden of proof is upon the voting | 12 |
| member to establish a proper purpose. If the purpose is to | 13 |
| examine minutes, the burden of proof is upon the corporation to | 14 |
| establish that the voting member does not have a proper | 15 |
| purpose. All
books and records of a corporation may be | 16 |
| inspected by any
member entitled to vote, or that member's | 17 |
| agent or attorney,
for any proper purpose at any reasonable | 18 |
| time.
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| (b) A residential cooperative not-for-profit corporation | 20 |
| containing 50 or
more single family units
with individual unit | 21 |
| legal descriptions based upon a recorded plat of a
subdivision
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| and located in a county with a population between
780,000 and | 23 |
| 3,000,000 shall keep an accurate and complete account of all
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| transfers of membership and shall, on a quarterly basis, record | 25 |
| all transfers
of membership with the county clerk of the county | 26 |
| in which the residential
cooperative is located. Additionally, |
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| a list of all transfers of membership
shall be available for | 2 |
| inspection by any member of the corporation.
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| (Source: P.A. 91-465, eff. 8-6-99.)
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| (805 ILCS 105/108.05) (from Ch. 32, par. 108.05)
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| Sec. 108.05. Board of directors.
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| (a) Each corporation shall have a board of directors, and | 7 |
| except as
provided in articles of incorporation, the affairs of | 8 |
| the
corporation shall be managed by or under the direction of | 9 |
| the board of
directors.
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| (b) The articles of incorporation or bylaws may prescribe | 11 |
| qualifications
for directors. A director need not be a resident | 12 |
| of this State or a member
of the corporation unless the | 13 |
| articles of incorporation or bylaws so
prescribe. The articles | 14 |
| of incorporation or the bylaws may prescribe other
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| qualifications for directors.
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| (c) Unless otherwise provided in the articles of | 17 |
| incorporation or
bylaws, the board of directors, by the | 18 |
| affirmative vote of a majority of
the directors then in office, | 19 |
| shall have authority to establish reasonable
compensation of | 20 |
| all directors for services to the corporation as directors,
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| officers or otherwise, notwithstanding the provisions of | 22 |
| Section 108.60 of
this Act.
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| (d) No director may act by proxy on any matter.
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| (Source: P.A. 95-368, eff. 8-23-07.)
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| (805 ILCS 105/108.10) (from Ch. 32, par. 108.10)
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| Sec. 108.10. Number, election and resignation of
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| directors. (a) The board of directors of a
corporation shall | 4 |
| consist of three or more directors. The
number of directors | 5 |
| shall be fixed by the bylaws, except
the number of initial | 6 |
| directors shall be fixed by the
incorporators in the articles | 7 |
| of incorporation. In the
absence of a bylaw fixing the number | 8 |
| of directors, the
number shall be the same as that fixed in the | 9 |
| articles of
incorporation. The number of directors may be | 10 |
| increased or
decreased from time to time by amendment to the | 11 |
| bylaws.
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| (b) The bylaws may establish a variable range for the size
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| of the board by prescribing a minimum and maximum (which may
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| not be less than 3 or exceed the minimum by more than 5) number | 15 |
| of
directors. If a variable range is established, unless the
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| bylaws otherwise provide, the number of directors may be
fixed | 17 |
| or changed from time to time, within the minimum and
maximum, | 18 |
| by the directors without further amendment to the
bylaws.
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| (c) The terms of all directors expire at the next meeting
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| for the election of directors following their election
unless | 21 |
| their terms are staggered under subsection (e). The
term of a | 22 |
| director elected to fill a vacancy expires at the
next annual | 23 |
| meeting of the members entitled to vote at which
his or her | 24 |
| predecessor's term would have expired or in
accordance with | 25 |
| Section 108.30 of this Act. The term of a
director elected as a | 26 |
| result of an increase in the number of
directors expires at the |
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| next annual meeting of members
entitled to vote unless the term | 2 |
| is staggered under
subsection (e).
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| (d) Despite the expiration of a director's term, he or she
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| continues to serve until the next meeting of members or | 5 |
| directors
entitled to vote on directors at which directors are
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| elected. An amendment to the bylaws decreasing A decrease in | 7 |
| the number of directors or eliminating the position of a | 8 |
| director elected or appointed by persons or entities other than | 9 |
| the members may shorten the terms of incumbent directors; | 10 |
| provided, however, such amendment has been approved by the | 11 |
| party with the authority to elect or appoint such directors | 12 |
| does not
shorten an incumbent director's term .
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| (e) The articles of incorporation or the bylaws may
provide | 14 |
| that directors may be divided into classes and the
terms of | 15 |
| office of several classes need not be uniform.
Each director | 16 |
| shall hold office for the term for which he is
elected and | 17 |
| until his successor shall have been elected and
qualified.
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| (f) If the articles of incorporation or bylaws authorize
| 19 |
| dividing the members into classes, the articles or bylaws may | 20 |
| also
authorize the election of all or a specified number or
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| percentage of directors by one or more authorized classes of
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| members.
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| (g) A director may resign at any time by written notice
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| delivered to the board of directors, its chairman, or to the
| 25 |
| president or secretary of the corporation. A resignation is
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| effective when the notice is delivered unless the notice
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| specifies a future date. The pending vacancy may be filled
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| before the effective date, but the successor shall not take
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| office until the effective date.
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| (Source: P.A. 84-1423.)
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| (805 ILCS 105/108.35) (from Ch. 32, par. 108.35)
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| Sec. 108.35. Removal of directors. (a) One or more of
the | 7 |
| directors may be removed, with or without cause. In the
case of | 8 |
| a corporation having a board of directors which is
classified | 9 |
| in accordance with subsection 108.10(e) of this
Act, no | 10 |
| director may be removed except for cause if the
articles of | 11 |
| incorporation or the bylaws so provide.
| 12 |
| (b) In the case of a corporation with no members or with no
| 13 |
| members entitled to vote on directors, a director may be
| 14 |
| removed by the affirmative vote of a majority of the
directors | 15 |
| then in office present and voting at a meeting of
the board of | 16 |
| directors at which a quorum is present.
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| (c) In the case of a corporation with members entitled to
| 18 |
| vote for directors, no director may be removed, except as
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| follows:
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| (1) A director may be removed by the affirmative vote
of | 21 |
| two-thirds of the votes present and voted, either in person or | 22 |
| by
proxy.
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| (2) No director shall be removed at a meeting of
members | 24 |
| entitled to vote unless the written notice of such
meeting is | 25 |
| delivered to all members entitled to vote on
removal of |
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| directors. Such notice shall state that a
purpose of the | 2 |
| meeting is to vote upon the removal of one or
more directors | 3 |
| named in the notice. Only the named director
or directors may | 4 |
| be removed at such meeting.
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| (3) In the case of a corporation having cumulative
voting, | 6 |
| if less than the entire board is to be removed, no
director may | 7 |
| be removed, with or without cause, if the votes
cast against | 8 |
| his or her removal would be sufficient to elect
him or her if | 9 |
| then cumulatively voted at an election of the
entire board of | 10 |
| directors.
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| (4) If a director is elected by a class of voting
members | 12 |
| entitled to vote, directors or other electors, that
director | 13 |
| may be removed only by the same class of members
entitled to | 14 |
| vote, directors or electors which elected the
director.
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| (d) The provisions of subsections (a), (b) and (c) shall
| 16 |
| not preclude the Circuit Court
from removing a
director of the | 17 |
| corporation from office in a proceeding
commenced either by the | 18 |
| corporation or by members entitled
to vote holding at least 10 | 19 |
| percent of the outstanding votes
of any class if the court | 20 |
| finds (1) the director is engaged
in fraudulent or dishonest | 21 |
| conduct or has grossly abused his
or her position to the | 22 |
| detriment of the corporation, and (2)
removal is in the best | 23 |
| interest of the corporation. If the
court removes a director, | 24 |
| it may bar the director from
reelection for a period prescribed | 25 |
| by the court. If such a
proceeding is commenced by a member | 26 |
| entitled to vote, such
member shall make the corporation a |
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| party defendant.
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| (Source: P.A. 84-1423.)
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| (805 ILCS 105/108.45) (from Ch. 32, par. 108.45)
| 4 |
| Sec. 108.45. Informal action by directors. (a) Unless
| 5 |
| specifically prohibited by the articles of incorporation or
| 6 |
| bylaws, any action required by this Act to be taken at a
| 7 |
| meeting of the board of directors of a corporation, or any
| 8 |
| other action which may be taken at a meeting of the board of
| 9 |
| directors or a committee thereof, may be taken without a
| 10 |
| meeting if a consent in writing, setting forth the action so
| 11 |
| taken, shall be signed by all of the directors and all of
any | 12 |
| nondirector committee members entitled to vote with
respect to | 13 |
| the subject matter thereof, or by all the members
of such | 14 |
| committee, as the case may be.
| 15 |
| (b) The consent shall be evidenced by one or more written
| 16 |
| approvals, each of which sets forth the action taken and | 17 |
| provides a written record of approval
bears the signature of | 18 |
| one or more directors or committee
members . All the approvals | 19 |
| evidencing the consent shall be
delivered to the secretary to | 20 |
| be filed in the corporate
records. The action taken shall be | 21 |
| effective when all the
directors or the committee members, as | 22 |
| the case may be, have
approved the consent unless the consent | 23 |
| specifies a
different effective date.
| 24 |
| (c) Any such consent signed by all the directors or all the
| 25 |
| committee members, as the case may be, shall have the same
|
|
|
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| effect as a unanimous vote and may be stated as such in any
| 2 |
| document filed with the Secretary of State under this Act.
| 3 |
| (Source: P.A. 84-1423.)
| 4 |
| (805 ILCS 105/108.60) (from Ch. 32, par. 108.60)
| 5 |
| Sec. 108.60. Conflicting interest transactions. Director | 6 |
| conflict of interest . | 7 |
| (a) A contract or transaction between a corporation and one | 8 |
| or more of its members, directors, members of a designated | 9 |
| body, or officers or between a corporation and any other | 10 |
| corporation, partnership, association, or other entity in | 11 |
| which one or more of its directors, members of a designated | 12 |
| body, or officers are directors or officers, hold a similar | 13 |
| position, or have a financial interest, is not void or voidable | 14 |
| solely for that reason, or solely because the member, director, | 15 |
| member of a designated body, or officer is present at or | 16 |
| participates in the meeting of the board of directors or | 17 |
| committee having the authority of the board that authorizes the | 18 |
| contract or transaction, or solely because his, her, or their | 19 |
| votes are counted for that purpose, if: | 20 |
| (1) the material facts as to the relationship or | 21 |
| interest and as to the contract or transaction are | 22 |
| disclosed or are known to the board of directors or | 23 |
| committee having the authority of the board and the board | 24 |
| or such committee in good faith authorizes the contract or | 25 |
| transaction by the affirmative votes of a majority of the |
|
|
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| disinterested directors even though the disinterested | 2 |
| directors are less than a quorum; | 3 |
| (2) the material facts as to the relationship or | 4 |
| interest of the member, director, or officer and as to the | 5 |
| contract or transaction are disclosed or are known to the | 6 |
| members entitled to vote thereon, if any, and the contract | 7 |
| or transaction is specifically authorized, approved, or | 8 |
| ratified in good faith by vote of those members; or | 9 |
| (3) the contract or transaction is fair as to the | 10 |
| corporation as of the time it is authorized, approved, or | 11 |
| ratified by the board of directors or the members. | 12 |
| (b) Common or interested directors may be counted in | 13 |
| determining the presence of a quorum at a meeting of the board | 14 |
| or committee having the authority of the board that authorizes | 15 |
| a contract or transaction specified in subsection (a). | 16 |
| (c) This Section is applicable except as otherwise | 17 |
| restricted in the articles of incorporation or bylaws. | 18 |
| (a) If a
transaction is fair to a corporation at the time it is
| 19 |
| authorized, approved, or ratified, the fact that a director
of | 20 |
| the corporation is directly or indirectly a party to the
| 21 |
| transaction is not grounds for invalidating the transaction.
| 22 |
| (b) In a proceeding contesting the validity of a
| 23 |
| transaction described in subsection (a), the person
asserting | 24 |
| validity has the burden of proving fairness
unless:
| 25 |
| (1) The material facts of the transaction and the
| 26 |
| director's interest or relationship were disclosed or known
to |
|
|
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| the board of directors or a committee consisting entirely
of | 2 |
| directors and the board or committee authorized, approved
or | 3 |
| ratified the transaction by the affirmative votes of a
majority | 4 |
| of disinterested directors, even though the
disinterested | 5 |
| directors be less than a quorum; or
| 6 |
| (2) The material facts of the transaction and the
| 7 |
| director's interest or relationship were disclosed or known
to | 8 |
| the members entitled to vote, if any, and they
authorized, | 9 |
| approved or ratified the transaction without
counting the vote | 10 |
| of any member who is an interested
director.
| 11 |
| (c) The presence of the director, who is directly or
| 12 |
| indirectly a party to the transaction described in
subsection | 13 |
| (a), or a director who is otherwise not
disinterested, may be | 14 |
| counted in determining whether a
quorum is present but may not | 15 |
| be counted when the board of
directors or a committee of the | 16 |
| board takes action on the
transaction.
| 17 |
| (d) For purposes of this Section, a director is
| 18 |
| "indirectly" a party to a transaction if the other party to
the | 19 |
| transaction is an entity in which the director has a
material | 20 |
| financial interest or of which the director is an
officer, | 21 |
| director or general partner.
| 22 |
| (Source: P.A. 84-1423.)
| 23 |
| (805 ILCS 105/108.70) (from Ch. 32, par. 108.70)
| 24 |
| Sec. 108.70. Limited Liability of directors, officers, | 25 |
| board members,
and persons who serve without compensation. |
|
|
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| (a) No director or officer serving without compensation, | 2 |
| other than
reimbursement for actual expenses, of a corporation | 3 |
| organized under this
Act or any predecessor Act and exempt, or | 4 |
| qualified for exemption, from
taxation pursuant to Section | 5 |
| 501(c) of the Internal Revenue Code of 1986,
as amended, shall | 6 |
| be liable, and no cause of action may be brought, for
damages | 7 |
| resulting from the exercise of judgment or discretion in | 8 |
| connection
with the duties or responsibilities of such director | 9 |
| or officer unless the
act or omission involved willful or | 10 |
| wanton conduct.
| 11 |
| (b) No director of a corporation organized under this Act
| 12 |
| or any predecessor Act for the purposes identified in items | 13 |
| (14), (19),
(21) and (22) of
subsection (a) of Section 103.05 | 14 |
| of this Act, and exempt or qualified for
exemption from | 15 |
| taxation pursuant to Section 501(c) of the Internal
Revenue | 16 |
| Code of 1986, as amended, shall be liable, and no cause of | 17 |
| action
may be brought for damages resulting from the exercise | 18 |
| of judgment or
discretion in connection with the duties or | 19 |
| responsibilities of such
director, unless: (1) such director | 20 |
| earns in excess of $25,000 $5,000 per year from
his duties as | 21 |
| director, other than reimbursement for actual expenses; or
(2) | 22 |
| the act or omission involved willful or wanton conduct.
| 23 |
| (b-5) Except for willful and wanton conduct, no volunteer | 24 |
| board member serving without compensation, other than | 25 |
| reimbursement for actual expenses, of a corporation organized | 26 |
| under this Act or any predecessor Act and exempt, or qualified |
|
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| for exemption, from taxation pursuant to Section 501(c)(3) of | 2 |
| the Internal Revenue Code of 1986, as amended, shall be liable, | 3 |
| and no action may be brought, for damages resulting from any | 4 |
| action of the executive director concerning the false reporting | 5 |
| of or intentional tampering with financial records of the | 6 |
| organization, where the actions of the executive director | 7 |
| result in legal action.
| 8 |
| This subsection (b-5) shall not apply to any action taken | 9 |
| by the Attorney General (i) in the exercise of his or her | 10 |
| common law or statutory power and duty to protect charitable | 11 |
| assets or (ii) in the exercise of his or her authority to | 12 |
| enforce the laws of this State that apply to trustees of a | 13 |
| charity, as that term is defined in the Charitable Trust Act | 14 |
| and the Solicitation for Charity Act.
| 15 |
| (c) No person who, without compensation other than | 16 |
| reimbursement for
actual expenses, renders service to or for a | 17 |
| corporation organized under
this Act or any predecessor Act and | 18 |
| exempt or qualified for exemption
from taxation pursuant to
| 19 |
| Section 501(c)(3) of the Internal Revenue Code of 1986, as | 20 |
| amended, shall
be liable, and no cause of action may be | 21 |
| brought, for damages resulting
from an act or omission in | 22 |
| rendering such services, unless the act or
omission involved | 23 |
| willful or wanton conduct.
| 24 |
| (d) (Blank).
| 25 |
| (e) Nothing in this Section is intended to bar any cause of | 26 |
| action
against the corporation or change the liability of the |
|
|
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| corporation arising
out of an act or omission of any director, | 2 |
| officer or person exempt from
liability for negligence under | 3 |
| this Section.
| 4 |
| (Source: P.A. 95-342, eff. 1-1-08.)
| 5 |
| (805 ILCS 105/110.30) (from Ch. 32, par. 110.30)
| 6 |
| Sec. 110.30. Articles of amendment.
| 7 |
| (a) Except as
provided in Section 110.40 of this Act, the | 8 |
| articles of
amendment shall be executed and filed in duplicate | 9 |
| in
accordance with Section 101.10 of this Act and shall set
| 10 |
| forth:
| 11 |
| (1) The name of the corporation;
| 12 |
| (2) The text of each amendment adopted;
| 13 |
| (3) If the amendment was adopted pursuant to Section
| 14 |
| 110.15 of this Act:
| 15 |
| (i) A statement that the amendment received the
| 16 |
| affirmative vote of a majority of the directors in | 17 |
| office,
at a meeting of the board of directors, and the | 18 |
| date of the
meeting; or
| 19 |
| (ii) A statement that the amendment was adopted by
| 20 |
| written consent, signed by all the directors in office, | 21 |
| in
compliance with Section 108.45 of this Act;
| 22 |
| (4) If the amendment was adopted pursuant to Section
| 23 |
| 110.20 of this Act:
| 24 |
| (i) A statement that the amendment was adopted at
a | 25 |
| meeting of members entitled to vote by the affirmative
|
|
|
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| vote of the members having not less than the minimum | 2 |
| number
of votes necessary to adopt such amendment, as | 3 |
| provided by
this Act, the articles of incorporation or | 4 |
| the bylaws, and
the date of the meeting; or
| 5 |
| (ii) A statement that the amendment was adopted
by | 6 |
| written , electronic, or other acceptable means consent | 7 |
| signed by members entitled to vote having
not less than | 8 |
| the minimum number of votes necessary to adopt
such | 9 |
| amendment, as provided by this Act, the articles of
| 10 |
| incorporation, or the bylaws, in compliance with | 11 |
| Section
107.10 of this Act.
| 12 |
| (5) If the amendment restates the articles of
| 13 |
| incorporation, the amendment shall so state and shall set
| 14 |
| forth:
| 15 |
| (i) The text of the articles as restated;
| 16 |
| (ii) The date of incorporation, the name under
| 17 |
| which the corporation was incorporated, subsequent | 18 |
| names, if
any, that the corporation adopted pursuant to | 19 |
| amendment of
its articles of incorporation, and the | 20 |
| effective date of any
such amendments;
| 21 |
| (iii) The address of the registered office and
the | 22 |
| name of the registered agent on the date of filing the
| 23 |
| restated articles.
| 24 |
| The articles as restated must include all the | 25 |
| information
required by subsection (a) of Section | 26 |
| 102.10 of this Act,
except that the articles need not |
|
|
|
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| 1 |
| set forth the information
required by paragraphs 3, 4 | 2 |
| or 5 thereof. If any provision
of the articles of | 3 |
| incorporation is amended in connection
with the | 4 |
| restatement, the articles of amendment shall
clearly | 5 |
| identify such amendment.
| 6 |
| (6) If, pursuant to Section 110.35 of this Act, the
| 7 |
| amendment is to become effective subsequent to the date on
| 8 |
| which the articles of amendment are filed, the date on
| 9 |
| which the amendment is to become effective.
| 10 |
| (7) If the amendment revives the articles of
| 11 |
| incorporation and extends the period of corporate | 12 |
| duration,
the amendment shall so state and shall set forth:
| 13 |
| (i) The date the period of duration expired under
| 14 |
| the articles of incorporation;
| 15 |
| (ii) A statement that the period of duration will
| 16 |
| be perpetual, or, if a limited duration is to be | 17 |
| provided,
the date to which the period of duration is | 18 |
| to be extended;
and
| 19 |
| (iii) A statement that the corporation has been
in | 20 |
| continuous operation since before the date of | 21 |
| expiration
of
its original period of duration.
| 22 |
| (b) When the provisions of this Section have been complied | 23 |
| with, the
Secretary of State shall file the articles of
| 24 |
| amendment.
| 25 |
| (Source: P.A. 92-33, eff. 7-1-01.)
|
|
|
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| 1 |
|
INDEX
| 2 |
|
Statutes amended in order of appearance
|
| 3 |
| 805 ILCS 105/101.80 |
from Ch. 32, par. 101.80 |
| 4 |
| 805 ILCS 105/103.12 |
from Ch. 32, par. 103.12 |
| 5 |
| 805 ILCS 105/107.10 |
from Ch. 32, par. 107.10 |
| 6 |
| 805 ILCS 105/107.40 |
from Ch. 32, par. 107.40 |
| 7 |
| 805 ILCS 105/107.50 |
from Ch. 32, par. 107.50 |
| 8 |
| 805 ILCS 105/107.75 |
from Ch. 32, par. 107.75 |
| 9 |
| 805 ILCS 105/108.05 |
from Ch. 32, par. 108.05 |
| 10 |
| 805 ILCS 105/108.10 |
from Ch. 32, par. 108.10 |
| 11 |
| 805 ILCS 105/108.35 |
from Ch. 32, par. 108.35 |
| 12 |
| 805 ILCS 105/108.45 |
from Ch. 32, par. 108.45 |
| 13 |
| 805 ILCS 105/108.60 |
from Ch. 32, par. 108.60 |
| 14 |
| 805 ILCS 105/108.70 |
from Ch. 32, par. 108.70 |
| 15 |
| 805 ILCS 105/110.30 |
from Ch. 32, par. 110.30 |
| |
|