Full Text of SB3387 96th General Assembly
SB3387enr 96TH GENERAL ASSEMBLY
|
|
|
SB3387 Enrolled |
|
LRB096 19767 DRJ 35204 b |
|
| 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 107.10, 108.45, and 108.60 | 6 |
| 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
| 10 |
| incorporation or the bylaws, any action required by this
Act to | 11 |
| be taken at any annual or special meeting of the
members | 12 |
| entitled to vote, or any other action which may be
taken at a | 13 |
| meeting of the members entitled to vote, may be
taken by ballot | 14 |
| without a meeting in writing by mail, e-mail, or any other | 15 |
| electronic means pursuant to which the members entitled to vote | 16 |
| thereon are given the opportunity to vote for or against the | 17 |
| proposed action, and the action receives approval by a majority | 18 |
| of the members casting votes, or such larger number as may be | 19 |
| required by the Act, the articles of incorporation, or the | 20 |
| bylaws, provided that the number of members casting votes would | 21 |
| constitute a quorum if such action had been taken at a meeting. | 22 |
| Voting must remain open for not less than 5 days from the date | 23 |
| the ballot is delivered; provided, however, in the case of a |
|
|
|
SB3387 Enrolled |
- 2 - |
LRB096 19767 DRJ 35204 b |
|
| 1 |
| removal of one or more directors, a merger, consolidation, | 2 |
| dissolution or sale, lease or exchange of assets, the voting | 3 |
| must remain open for not less than 20 days from the date the | 4 |
| ballot is delivered.
| 5 |
| (b) Such informal action by members shall become
effective | 6 |
| only if, at least 5 days prior to the
effective date of such | 7 |
| informal action, a notice in writing of the
proposed action is | 8 |
| delivered to all of the members entitled
to vote with respect | 9 |
| to the subject matter thereof.
| 10 |
| (c) In the event that the action which is approved is
such | 11 |
| as would have required the filing of a certificate
under any | 12 |
| other Section of this Act if such action had been
voted on by | 13 |
| the members at a meeting thereof, the
certificate filed under | 14 |
| such other Section shall state, in
lieu of any statement | 15 |
| required by such Section concerning
any vote of members, that | 16 |
| an informal vote has been conducted in
accordance with the | 17 |
| provisions of this Section and that
written notice has been | 18 |
| delivered as provided in this
Section.
| 19 |
| (d) In addition, unless otherwise provided in the articles | 20 |
| of incorporation or the bylaws, any action required by this Act | 21 |
| to be taken at any annual or special meeting of the members | 22 |
| entitled to vote, or any other action which may be taken at a | 23 |
| meeting of members entitled to vote, may also be taken without | 24 |
| a meeting and without a vote if a consent in writing, setting | 25 |
| forth the action so taken, shall be approved by all the members | 26 |
| entitled to vote with respect to the subject matter thereof. |
|
|
|
SB3387 Enrolled |
- 3 - |
LRB096 19767 DRJ 35204 b |
|
| 1 |
| (Source: P.A. 96-649, eff. 1-1-10.)
| 2 |
| (805 ILCS 105/108.45) (from Ch. 32, par. 108.45)
| 3 |
| Sec. 108.45. Informal action by directors. | 4 |
| (a) Unless
specifically prohibited by the articles of | 5 |
| incorporation or
bylaws, any action required by this Act to be | 6 |
| taken at a
meeting of the board of directors of a corporation, | 7 |
| or any
other action which may be taken at a meeting of the | 8 |
| board of
directors or a committee thereof, may be taken without | 9 |
| a
meeting if a consent in writing, setting forth the action so
| 10 |
| taken, shall be approved in writing signed by all of the | 11 |
| directors and all of
any nondirector committee members entitled | 12 |
| to vote with
respect to the subject matter thereof, or by all | 13 |
| the members
of such committee, as the case may be.
| 14 |
| (b) The consent shall be evidenced by one or more written
| 15 |
| approvals, each of which sets forth the action taken and | 16 |
| provides a written record of approval. All the approvals | 17 |
| evidencing the consent shall be
delivered to the secretary to | 18 |
| be filed in the corporate
records. The action taken shall be | 19 |
| effective when all the
directors or the committee members, as | 20 |
| the case may be, have
approved the consent unless the consent | 21 |
| specifies a
different effective date.
| 22 |
| (c) Any such consent approved in writing signed by all the | 23 |
| directors or all the
committee members, as the case may be, | 24 |
| shall have the same
effect as a unanimous vote and may be | 25 |
| stated as such in any
document filed with the Secretary of |
|
|
|
SB3387 Enrolled |
- 4 - |
LRB096 19767 DRJ 35204 b |
|
| 1 |
| State under this Act.
| 2 |
| (Source: P.A. 96-649, eff. 1-1-10.)
| 3 |
| (805 ILCS 105/108.60) (from Ch. 32, par. 108.60)
| 4 |
| Sec. 108.60. Director conflict of interest. | 5 |
| (a) If a
transaction is fair to a corporation at the time | 6 |
| it is
authorized, approved, or ratified, the fact that a | 7 |
| director
of the corporation is directly or indirectly a party | 8 |
| to the
transaction is not grounds for invalidating the | 9 |
| transaction.
| 10 |
| (b) In a proceeding contesting the validity of a
| 11 |
| transaction described in subsection (a), the person
asserting | 12 |
| validity has the burden of proving fairness
unless:
| 13 |
| (1) The material facts of the transaction and the
| 14 |
| director's interest or relationship were disclosed or | 15 |
| known
to the board of directors or a committee consisting | 16 |
| entirely
of directors and the board or committee | 17 |
| authorized, approved
or ratified the transaction by the | 18 |
| affirmative votes of a
majority of disinterested | 19 |
| directors, even though the
disinterested directors be less | 20 |
| than a quorum; or
| 21 |
| (2) The material facts of the transaction and the
| 22 |
| director's interest or relationship were disclosed or | 23 |
| known
to the members entitled to vote, if any, and they
| 24 |
| authorized, approved or ratified the transaction without
| 25 |
| counting the vote of any member who is an interested
|
|
|
|
SB3387 Enrolled |
- 5 - |
LRB096 19767 DRJ 35204 b |
|
| 1 |
| director.
| 2 |
| (c) The presence of the director, who is directly or
| 3 |
| indirectly a party to the transaction described in
subsection | 4 |
| (a), or a director who is otherwise not
disinterested, may be | 5 |
| counted in determining whether a
quorum is present but may not | 6 |
| be counted when the board of
directors or a committee of the | 7 |
| board takes action on the
transaction.
| 8 |
| (d) For purposes of this Section, a director is
| 9 |
| "indirectly" a party to a transaction if the other party to
the | 10 |
| transaction is an entity in which the director has a
material | 11 |
| financial interest or of which the director is an
officer, | 12 |
| director or general partner ; except that if a director is an | 13 |
| officer or director of both parties to a transaction involving | 14 |
| a grant or contribution, without consideration, from one entity | 15 |
| to the other, that director is not "indirectly" a party to the | 16 |
| transaction provided the director does not have a material | 17 |
| financial interest in the entity that receives the grant or | 18 |
| contribution .
| 19 |
| (e) (Blank). The provisions of this Section do not apply | 20 |
| where a director of the corporation is directly or indirectly a | 21 |
| party to a transaction involving a grant or contribution, | 22 |
| without consideration, by one organization to another. | 23 |
| (Source: P.A. 96-649, eff. 1-1-10.)
| 24 |
| Section 99. Effective date. This Act takes effect upon | 25 |
| becoming law.
|
|