(805 ILCS 5/7.10) (from Ch. 32, par. 7.10)
Sec. 7.10.
Informal action by shareholders.
(a) Unless otherwise provided
in the articles of incorporation or Section 12.10 of this Act,
any action required by this Act to be taken at any annual or special meeting
of the shareholders of a corporation, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting and without
a vote, if a consent in
writing, setting forth the action so taken, shall be signed (i) by the holders
of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voting or (ii) by all of the shareholders
entitled to vote with respect to the subject matter thereof.
If such consent is signed by less than all of the shareholders entitled
to vote, then such consent shall become effective only if at least 5 days
prior to the execution of the consent a notice in writing is delivered
to all the shareholders entitled to vote with respect to the subject matter
thereof and, after the effective date of the consent,
prompt notice of the taking of the corporation action
without a meeting
by less than unanimous written consent shall be delivered in
writing to those
shareholders who have not consented in writing.
(b) In the event that the action
which is consented to is such as would have required the filing of a certificate
under any other Section of this Act if such action had been voted on by
the shareholders at a meeting thereof, the certificate filed under such
other Section shall state, in lieu of any statement required by such Section
concerning any vote of shareholders, that written consent has been delivered
in accordance with the provisions of this Section and that written notice
has been delivered as provided in this Section.
(Source: P.A. 84-924.)
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