Full Text of SB1390 96th General Assembly
SB1390ham002 96TH GENERAL ASSEMBLY
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Rep. John A. Fritchey
Filed: 5/14/2009
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| AMENDMENT TO SENATE BILL 1390
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| AMENDMENT NO. ______. Amend Senate Bill 1390, AS AMENDED, | 3 |
| with reference to page and line numbers of House Amendment No. | 4 |
| 1, as follows:
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| on page 6, by replacing lines 5 through 25 with the following:
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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. | 8 |
| (a) Unless otherwise provided in the articles of
incorporation | 9 |
| or the bylaws, any action required by this
Act to be taken at | 10 |
| any annual or special meeting of the
members entitled to vote, | 11 |
| or any other action which may be
taken at a meeting of the | 12 |
| members entitled to vote, may be
taken by ballot without a | 13 |
| meeting in writing by mail, email, or any other electronic | 14 |
| means pursuant to which the members entitled to vote thereon | 15 |
| are given the opportunity to vote for or against the proposed | 16 |
| action, and the action receives approval by a majority of the |
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| members casting votes, or such larger number as may be required | 2 |
| by the Act, the articles of incorporation, or the bylaws, | 3 |
| provided that the number of members casting votes would | 4 |
| constitute a quorum if such action had been taken at a meeting. | 5 |
| Voting must remain open for not less than 5 days from the date | 6 |
| the ballot is delivered; provided, however, in the case of a | 7 |
| removal of one or more directors, a merger, consolidation, | 8 |
| dissolution or sale, lease or exchange of assets, the voting | 9 |
| must remain open for not less than 20 days from the date the | 10 |
| ballot is delivered. without a meeting and without a vote, if a | 11 |
| consent in
writing, setting forth the action so taken, shall be | 12 |
| signed
either: (i) by all of the members entitled to vote with
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| respect to the subject matter thereof, or (ii) by the
members | 14 |
| having not less than the minimum number of votes
that would be | 15 |
| necessary to authorize or take such action at
a meeting at | 16 |
| which all members entitled to vote thereon were
present and | 17 |
| voting.
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| (b) Such informal action by members If such consent is | 19 |
| signed by less than all of the
members entitled to vote, then | 20 |
| such consent shall become
effective only : (1) if, at least 5 | 21 |
| days prior to the
effective date of such informal action | 22 |
| consent , a notice in writing of the
proposed action is | 23 |
| delivered to all of the members entitled
to vote with respect | 24 |
| to the subject matter thereof . , and (2)
if, after the | 25 |
| effective date of such consent, prompt notice
in writing of the | 26 |
| taking of the corporate action without a
meeting is delivered |
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| to those members entitled to vote who
have not consented in | 2 |
| writing.
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| (c) In the event that the action which is approved | 4 |
| consented to is
such as would have required the filing of a | 5 |
| certificate
under any other Section of this Act if such action | 6 |
| 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 | 8 |
| of any statement required by such Section concerning
any vote | 9 |
| of members, that an informal vote written consent has been | 10 |
| conducted given in
accordance with the provisions of this | 11 |
| Section and that
written notice has been delivered as provided | 12 |
| in this
Section.
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| (Source: P.A. 84-1423.)"; and
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| on page 7, by deleting lines 1 through 17; and | 15 |
| on page 16, by replacing lines 18 through 25 with the | 16 |
| following:
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| "(805 ILCS 105/108.60) (from Ch. 32, par. 108.60)
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| Sec. 108.60. Director conflict of interest. (a) If a
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| transaction is fair to a corporation at the time it is
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| authorized, approved, or ratified, the fact that a director
of | 21 |
| the corporation is directly or indirectly a party to the
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| transaction is not grounds for invalidating the transaction.
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| (b) In a proceeding contesting the validity of a
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| transaction described in subsection (a), the person
asserting | 2 |
| validity has the burden of proving fairness
unless:
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| (1) The material facts of the transaction and the
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| director's interest or relationship were disclosed or known
to | 5 |
| the board of directors or a committee consisting entirely
of | 6 |
| directors and the board or committee authorized, approved
or | 7 |
| ratified the transaction by the affirmative votes of a
majority | 8 |
| of disinterested directors, even though the
disinterested | 9 |
| directors be less than a quorum; or
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| (2) The material facts of the transaction and the
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| director's interest or relationship were disclosed or known
to | 12 |
| the members entitled to vote, if any, and they
authorized, | 13 |
| approved or ratified the transaction without
counting the vote | 14 |
| of any member who is an interested
director.
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| (c) The presence of the director, who is directly or
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| indirectly a party to the transaction described in
subsection | 17 |
| (a), or a director who is otherwise not
disinterested, may be | 18 |
| counted in determining whether a
quorum is present but may not | 19 |
| be counted when the board of
directors or a committee of the | 20 |
| board takes action on the
transaction.
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| (d) For purposes of this Section, a director is
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| "indirectly" a party to a transaction if the other party to
the | 23 |
| transaction is an entity in which the director has a
material | 24 |
| financial interest or of which the director is an
officer, | 25 |
| director or general partner.
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| (e) The provisions of this Section do not apply where a |
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| director of the corporation is directly or indirectly a party | 2 |
| to a transaction involving a grant or contribution, without | 3 |
| consideration, by one organization to another. | 4 |
| (Source: P.A. 84-1423.)"; and
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| by deleting pages 17 through 18; and | 6 |
| on page 19, by deleting lines 1 through 8.
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