Full Text of HB0471 101st General Assembly
HB0471sam002 101ST GENERAL ASSEMBLY | Sen. Julie A. Morrison Filed: 1/12/2021
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| 1 | | AMENDMENT TO HOUSE BILL 471
| 2 | | AMENDMENT NO. ______. Amend House Bill 471 by replacing | 3 | | everything after the enacting clause with the following:
| 4 | | "Section 5. The Business Corporation Act of 1983 is amended | 5 | | by changing Sections 7.05, 7.15, and 7.30 as follows:
| 6 | | (805 ILCS 5/7.05) (from Ch. 32, par. 7.05)
| 7 | | Sec. 7.05. Meetings of shareholders. | 8 | | (a) Meetings of shareholders may be held either within or
| 9 | | without
this State, as may be provided in the by-laws or in a | 10 | | resolution of the
board of directors pursuant to authority | 11 | | granted in the by-laws. In the
absence of any such provision, | 12 | | all meetings shall be held at the registered
office of the | 13 | | corporation in this State. If, pursuant to the by-laws, the | 14 | | board of directors is authorized to determine the place of a | 15 | | meeting of shareholders, the board of directors may determine | 16 | | that the meeting shall not be held at any place, but may |
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| 1 | | instead be held solely by means of remote communication as | 2 | | authorized by subsection (c).
| 3 | | (b) An annual meeting of the shareholders shall be held at | 4 | | such time as may
be provided in the by-laws or in a resolution | 5 | | of the board of directors
pursuant to authority granted in the | 6 | | by-laws. Failure to hold the annual
meeting at the designated | 7 | | time shall not work a forfeiture or dissolution
of the | 8 | | corporation nor affect the validity of corporate action. If an | 9 | | annual
meeting has not been held within the earlier of six | 10 | | months after the end
of the corporation's fiscal year or | 11 | | fifteen months after its last annual
meeting and if, after a | 12 | | request in writing directed to the president of
the | 13 | | corporation, a notice of meeting is not given within 60 days of | 14 | | such
request, then any shareholder entitled to vote at an | 15 | | annual meeting may
apply to the circuit court of the county in | 16 | | which the registered office
or principal place of business of | 17 | | the corporation is located for an order
directing that the | 18 | | meeting be held and fixing the time and place of the
meeting. | 19 | | The court may issue such additional orders as may be necessary
| 20 | | or appropriate for the holding of the meeting.
| 21 | | (c) Unless specifically prohibited by the articles of | 22 | | incorporation or by-laws,
a corporation may allow shareholders | 23 | | to participate in and act at any meeting
of the shareholders
| 24 | | through the use of a conference telephone or interactive | 25 | | technology, including
but not limited to electronic | 26 | | transmission, Internet usage, or remote
communication . |
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| 1 | | However, the corporation shall implement reasonable measures | 2 | | to provide the shareholders a reasonable opportunity to | 3 | | participate in the meeting and to vote on matters submitted to | 4 | | the shareholders, including an opportunity to read or hear the | 5 | | proceedings of the meeting substantially concurrently with the | 6 | | proceedings. The corporation may implement reasonable measures | 7 | | to verify that each person deemed present and entitled to vote | 8 | | at the meeting by means of remote communication is a | 9 | | shareholder. , by means of which all persons participating in | 10 | | the meeting can
communicate with each other. | 11 | | (d) A shareholder entitled to vote at a meeting of the | 12 | | shareholders shall be permitted to attend the meeting at the | 13 | | designated place where space permits or by means of remote | 14 | | communication, as applicable , and subject to the corporation's | 15 | | by-laws and rules governing the conduct of the meeting and the | 16 | | power of the chairman to regulate the orderly conduct of the | 17 | | meeting. Participation in such meeting shall constitute
| 18 | | attendance and presence in person at the meeting of the person | 19 | | or persons so
participating.
| 20 | | (e) Special meetings of the shareholders may be called by | 21 | | the president, by
the board of directors, by the holders of not | 22 | | less than one-fifth of all
the outstanding shares entitled to | 23 | | vote on the matter for which the meeting
is called or by such | 24 | | other officers or persons as may be provided in the
articles of | 25 | | incorporation or the by-laws.
| 26 | | (Source: P.A. 94-655, eff. 1-1-06.)
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| 1 | | (805 ILCS 5/7.15) (from Ch. 32, par. 7.15)
| 2 | | Sec. 7.15. Notice of shareholders' meetings. Written | 3 | | notice stating the place, if any, day, and hour of the
meeting , | 4 | | and the means of remote communication, if any, by which | 5 | | shareholders may be deemed to be present in person and vote at | 6 | | the meeting, and, in the case of a special meeting, the purpose | 7 | | or purposes for
which the meeting is called, shall be delivered | 8 | | not less than 10 nor more
than 60 days before the date of the | 9 | | meeting, or in the case of a merger,
consolidation, share | 10 | | exchange, dissolution or sale, lease or exchange of
assets not | 11 | | less than 20 nor more than 60 days before the
date of the | 12 | | meeting, either personally or by mail, by or at the direction
| 13 | | of the president, or the secretary, or the officer or persons | 14 | | calling the
meeting, to each shareholder of record entitled to | 15 | | vote at such meeting. If
mailed, such notice shall be deemed to | 16 | | be delivered when deposited in the
United States mail addressed | 17 | | to the shareholder at his or her address as it
appears on the | 18 | | records of the corporation, with postage thereon prepaid.
| 19 | | (Source: P.A. 83-1025.)
| 20 | | (805 ILCS 5/7.30) (from Ch. 32, par. 7.30)
| 21 | | Sec. 7.30. Voting lists. The officer or agent having charge | 22 | | of the transfer book for shares of a
corporation shall make, | 23 | | within 20 days after the record date for a meeting
of | 24 | | shareholders or 10 days before such meeting, whichever is |
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| 1 | | earlier,
a complete list of the shareholders entitled to vote | 2 | | at such
meeting, arranged in alphabetical order, with the | 3 | | address of and the number
of shares held by each, which list, | 4 | | for a period of 10 days prior to such
meeting, shall be kept on | 5 | | file at the registered office of the corporation
and shall be | 6 | | subject to inspection by any shareholder, and to copying at
the | 7 | | shareholder's expense, at the registered office of the | 8 | | corporation at any time during
usual business hours or on a | 9 | | reasonably accessible electronic network, at the corporation's | 10 | | election. If the corporation determines to make the list | 11 | | available on an electronic network, the corporation may take | 12 | | reasonable steps to ensure that such information is available | 13 | | only to shareholders of the corporation . Such list shall also | 14 | | be produced and kept open at the
time and place of the meeting , | 15 | | or on a reasonably accessible electronic network if the meeting | 16 | | will be held solely by means of remote communication, and shall | 17 | | be subject to the inspection of any
shareholder during the | 18 | | whole time of the meeting. The original share ledger
or | 19 | | transfer book, or a duplicate thereof kept in this State, shall | 20 | | be prima
facie evidence as to who are the shareholders entitled | 21 | | to examine such list
or share ledger or transfer book or to | 22 | | vote at any meeting of shareholders.
| 23 | | Failure to comply with the requirements of this Section | 24 | | shall not affect
the validity of any action taken at such | 25 | | meeting.
| 26 | | An officer or agent having charge of the transfer books who |
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| 1 | | shall fail
to prepare the list of shareholders, or keep the | 2 | | same on file for a period
of 10 days, or produce and keep the | 3 | | same open for inspection at the
meeting, as provided in this | 4 | | Section, shall be liable to any shareholder
suffering damage on | 5 | | account of such failure, to the extent of such damage.
| 6 | | (Source: P.A. 83-1025.)
| 7 | | Section 99. Effective date. This Act takes effect upon | 8 | | becoming law.".
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