805 ILCS 5/10.20

(805 ILCS 5/10.20) (from Ch. 32, par. 10.20)

Sec. 10.20.

Amendment by directors and shareholders.

Any amendment
authorized by Section 10.05 may be adopted by the action of the directors
and shareholders in the following manner:

(a) The board of directors shall adopt a resolution setting forth the
proposed amendment and directing that it be submitted to a vote at a
meeting of shareholders, which may be either an annual or a special
meeting.

(b) Written notice setting forth the proposed amendment or a
summary of the changes to be effected thereby shall be given to each
shareholder of record within the time and
in the manner provided in this Act for the giving of notice of meetings of
shareholders. If such meeting be an annual meeting, the proposed amendment,
or such summary as aforesaid, may be included in the notice of such annual
meeting.  If the adoption of the amendment would give any class or series of
shares
the right to dissent, the notice shall also enclose a copy of Section 11.70
of this Act or otherwise provide adequate notice of the right to dissent
and the procedures therefor.

(c) At such meeting a vote of the shareholders entitled to vote on the
proposed amendment
shall be taken. The proposed amendment shall be
adopted upon receiving the affirmative vote of at least
two-thirds of the votes of the shares entitled to vote on
such amendment,
unless any class or series of shares is entitled to vote as a class in respect
thereof, in which event the proposed amendment shall be adopted upon
receiving the affirmative votes of at least
two-thirds of the
votes of the shares of each class or series of shares
entitled to vote as a class in
respect thereof and of the total votes of the shares
entitled to vote on such amendment.

(d) The articles of incorporation of a corporation may supersede the
two-thirds
vote requirement of subsection (c) by specifying any smaller or larger vote
requirement not less than a majority of the votes of the
shares entitled
to vote on the amendment and not less than a majority of the votes of the
shares of each class or series of shares entitled to vote as a class on the
amendment.

(e) Any number of amendments may be submitted to the shareholders, and voted
upon by them, at one meeting.

(Source: P.A. 89-48, eff. 6-23-95.)