(805 ILCS 120/2) (from Ch. 32, par. 188b)
Sec. 2.
Consolidation - How effected.
Merger or consolidation shall be effected in the manner following:
(1) The board of directors, governors, trustees or other governing
bodies of each corporation which desires to merge or consolidate, shall
pass a resolution prescribing the conditions or term of merger or
consolidation, the mode of carrying the same into effect, and the manner of
converting the certificates of membership or other evidences of interest of
the members of the merging or consolidating corporations, with such other
details and provisions as are deemed necessary;
(2) Such resolution shall be submitted to the vote of the members of
each corporation, either at a regular or special meeting, of which 20
days' notice stating the purpose to submit such resolution shall be given
by mailing a notice thereof to each member of each corporation and by
publication;
(3) At such meeting the members, either in person or by proxy, shall
vote by ballot for or against the adoption of such resolution, each
membership or unit of interest entitling the holder thereof to one vote;
(4) If 2/3 in number of all the outstanding memberships or units
of interest of each corporation shall vote in favor of such resolution then
such merger or consolidation shall be authorized;
(5) Upon the authorization of such merger or consolidation, a statement
to that effect in duplicate, reciting such action and the vote by which the
same was adopted, accompanied by a certified copy of the resolution adopted
by each merging or consolidating company, and otherwise making the
statement required herein for original incorporation, executed by the
president or vice-president of each such corporation and verified by their
respective oaths, shall be filed in the office of the Secretary of State
except that in the case of religious corporations such statement shall be
recorded in the office of the recorder in the county in which each
such corporation has its principal office;
(6) If such statement, with the accompanying papers, is in conformity
with law, the Secretary of State shall in the case of all such corporations
except religious corporations file the same and shall issue a certificate
of merger or consolidation, making a part thereof such statement and all
papers relating thereto;
(7) Upon the filing of such statement with the accompanying papers, such
mergers and consolidations shall be effected.
(Source: P.A. 83-358.)
|