Full Text of SB2531 99th General Assembly
SB2531 99TH GENERAL ASSEMBLY |
| | 99TH GENERAL ASSEMBLY
State of Illinois
2015 and 2016 SB2531 Introduced 2/16/2016, by Sen. Kimberly A. Lightford SYNOPSIS AS INTRODUCED: |
| 805 ILCS 105/101.80 | from Ch. 32, par. 101.80 | 805 ILCS 105/107.03 | from Ch. 32, par. 107.03 |
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Amends the General Not For Profit Corporation Act of 1986. Provides that when an economic development council receives public money, its board shall include members of a labor council that represents employees in the construction trades, employees in the public and private sector, and persons from minority groups.
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| | A BILL FOR |
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| 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
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| 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
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| 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 | | (h) "Foreign corporation" means a not-for-profit
| 20 | | corporation as defined and organized under the laws other
than | 21 | | the laws of this State, for a purpose or purposes for
which a | 22 | | corporation may be organized under this Act.
| 23 | | (i) "Incorporator" means one of the signers of the original
| 24 | | articles of incorporation.
| 25 | | (j) "Insolvent" means that a corporation is unable to pay
| 26 | | its debts as they become due in the usual course of the
conduct |
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| 1 | | of its affairs.
| 2 | | (j-5) "Labor council" means any organization representing | 3 | | multiple organizations that are monitoring or attentive to | 4 | | compliance with public or workers' safety laws, wage and hour | 5 | | requirements, or other statutory requirements or that are | 6 | | making or maintaining collective bargaining agreements. | 7 | | (k) "Member" means a person or any organization, whether
| 8 | | not for profit or otherwise, having membership rights in a
| 9 | | corporation in accordance with the provisions of its
articles | 10 | | of incorporation or bylaws.
| 11 | | (k-5) "Minority group" means an organization that | 12 | | advocates on behalf of at least one of the following: | 13 | | (1) American Indian or Alaska Native (a person
having | 14 | | origins in any of the original peoples of North and South | 15 | | America, including Central America, and who maintains | 16 | | tribal affiliation or community attachment). | 17 | | (2) Asian (a person having origins in any of the
| 18 | | original peoples of the Far East, Southeast Asia, or the | 19 | | Indian subcontinent, including, but not limited to, | 20 | | Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, | 21 | | the Philippine Islands, Thailand, and Vietnam). | 22 | | (3) Black or African American (a person having
origins | 23 | | in any of the black racial groups of Africa). Terms such as | 24 | | "Haitian" or "Negro" can be used in addition to "Black or | 25 | | African American". | 26 | | (4) Hispanic or Latino (a person of Cuban,
Mexican, |
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| 1 | | Puerto Rican, South or Central American, or other Spanish | 2 | | culture or origin, regardless of race). | 3 | | (5) Native Hawaiian or Other Pacific Islander (a
person | 4 | | having origins in any of the original peoples of Hawaii, | 5 | | Guam, Samoa, or other Pacific Islands). | 6 | | (l) "Net assets," for the purpose of determining the
| 7 | | authority of a corporation to make distributions, is equal
to | 8 | | the difference between the assets of the corporation and
the | 9 | | liabilities of the corporation.
| 10 | | (m) "Not-for-profit corporation" means a corporation
| 11 | | subject to this Act and organized solely for one or more of
the | 12 | | purposes authorized by Section 103.05 of this Act.
| 13 | | (n) "Registered office" means that office maintained by the
| 14 | | corporation in this State, the address of which is on file
in | 15 | | the office of the Secretary of State, at which any
process, | 16 | | notice or demand required or permitted by law may
be served | 17 | | upon the registered agent of the corporation.
| 18 | | (n-5) "Public money" means all public funds, including all | 19 | | financing with bonds, grants, loans, or other funds made | 20 | | available by or through the State or any of its political | 21 | | subdivisions including, but not limited to: bonds issued under | 22 | | the Industrial Project Revenue Bond Act (Article 11, Division | 23 | | 74 of the Illinois Municipal Code), the Industrial Building | 24 | | Revenue Bond Act, the Illinois Finance Authority Act, the | 25 | | Illinois Sports Facilities Authority Act, or the Build Illinois | 26 | | Bond Act; loans or other funds made available pursuant to the |
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| 1 | | Build Illinois Act; loans or other funds made available | 2 | | pursuant to the Riverfront Development Fund under Section 10-15 | 3 | | of the River Edge Redevelopment Zone Act; or funds from the | 4 | | Fund for Illinois' Future under Section 6z-47 of the State | 5 | | Finance Act, funds for school construction under Section 5 of | 6 | | the General Obligation Bond Act, funds authorized under Section | 7 | | 3 of the School Construction Bond Act, funds for school | 8 | | infrastructure under Section 6z-45 of the State Finance Act, | 9 | | and funds for transportation purposes under Section 4 of the | 10 | | General Obligation Bond Act. | 11 | | (o) "Special charter" means the charter granted to a
| 12 | | corporation created by special act of the Legislature
whether | 13 | | or not the term "charter" or "special charter" is
used in such | 14 | | special act.
| 15 | | (p) Unless otherwise prohibited by the articles of | 16 | | incorporation or the bylaws
of the corporation, actions | 17 | | required to be "written", to be "in writing", to
have "written
| 18 | | consent", to have "written approval" and the like by or of | 19 | | members, directors,
or committee
members shall include any | 20 | | communication transmitted or received by electronic
means.
| 21 | | (Source: P.A. 96-649, eff. 1-1-10.)
| 22 | | (805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
| 23 | | Sec. 107.03. Members.
| 24 | | (a) A corporation may have one or more classes of members | 25 | | or may have no
members.
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| 1 | | (b) If the corporation has one or more classes of members,
| 2 | | the designation of the class or classes and the
qualifications | 3 | | and rights of the members of each class shall
be set forth in | 4 | | the articles of incorporation or the bylaws.
The articles of | 5 | | incorporation or the bylaws may provide for
representatives or | 6 | | delegates of members and may establish their
qualifications and | 7 | | rights.
| 8 | | (c) If the corporation is to have no members, that fact
| 9 | | shall be set forth in the articles of incorporation or the
| 10 | | bylaws.
| 11 | | (d) A corporation may issue certificate evidencing | 12 | | membership therein.
| 13 | | (e) The transfer of a certificate of membership in a
| 14 | | not-for-profit corporation in which assets are held for a
| 15 | | charitable, religious, eleemosynary, benevolent or
educational | 16 | | purpose, shall be without payment of any
consideration of money | 17 | | or property of any kind or value to
the transferor in respect | 18 | | to such transfer. Any transfer in
violation of this Section | 19 | | shall be void.
| 20 | | (f) Where the articles of incorporation or bylaws provide
| 21 | | that a corporation shall have no members, or where a
| 22 | | corporation has under its articles of incorporation, bylaws
or | 23 | | in fact no members entitled to vote on a matter, any
provision | 24 | | of this Act requiring notice to, the presence of,
or the vote, | 25 | | consent or other action by members of the
corporation in | 26 | | connection with such matter shall be
satisfied by notice to, |
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| 1 | | the presence of, or the vote,
consent or other action of the | 2 | | directors of the corporation.
| 3 | | (g) A residential cooperative not-for-profit corporation | 4 | | containing 50 or
more single family units
with individual unit | 5 | | legal descriptions based upon a recorded plat of a
subdivision
| 6 | | and located in a county with a population between
780,000 and | 7 | | 3,000,000 shall specifically set forth the qualifications and
| 8 | | rights of its members in the Articles of Incorporation and the | 9 | | bylaws.
| 10 | | (h) When an economic development council receives any | 11 | | public money, its board shall consist of no less than 2 members | 12 | | of a labor council that represent (i) employees in the | 13 | | construction trades and (ii) employees in the public and | 14 | | private sector, and no less than 2 persons selected from 2 | 15 | | separate minority groups. No membership fees, dues, or | 16 | | assessments shall be required. These labor council and minority | 17 | | group members shall be full economic development council | 18 | | members with all rights and privileges and shall not be | 19 | | compensated. | 20 | | (Source: P.A. 91-465, eff. 8-6-99.)
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