(805 ILCS 105/112.15) (from Ch. 32, par. 112.15)
Sec. 112.15.
Voluntary dissolution by vote of members
entitled to vote. Where a corporation has members entitled
to vote on dissolution, the dissolution of a corporation may
be authorized by a vote of members entitled to vote in the
following manner:
(a) The board of directors shall adopt a resolution,
which may be with or without their recommendation, proposing
that the corporation be dissolved voluntarily, and directing
that the question of such dissolution be submitted to a vote
at a meeting of members entitled to vote on dissolution, if
any, which may be either an annual or special meeting.
(b) Written notice stating that the purpose, or one of the
purposes, of the meeting is to consider the voluntary
dissolution of the corporation, shall be given to each
member entitled to vote on dissolution within the time and
in the manner provided in this Act for the giving of notice
of meetings of members. If such meeting be an annual
meeting, such purpose may be included in the notice of such
annual meeting.
(c) At such meeting a vote of the members entitled to vote
on dissolution shall be taken on the resolution to dissolve
voluntarily the corporation. The resolution shall be
adopted by receiving the affirmative vote of at least two-thirds
of the votes present and voted either in person or by
proxy, unless any class of members is entitled to vote as a
class in respect thereof, in which event the proposed action
shall be adopted by receiving the affirmative vote of at
least two-thirds of the votes of the class present and voted
either in person or by proxy.
(d) The articles of incorporation or the bylaws of any
corporation may supersede the two-thirds vote requirement of
subsection (c) by specifying any smaller or larger vote
requirement not less than majority of the votes which
members entitled to vote on dissolution shall vote, either
in person or by proxy, at a meeting at which there is a
quorum.
(Source: P.A. 84-1423.)
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