State of Illinois
91st General Assembly
Legislation

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91_SB0734sam002

 










                                           LRB9105965SMdvam02

 1                    AMENDMENT TO SENATE BILL 734

 2        AMENDMENT NO.     .  Amend Senate Bill 734,  AS  AMENDED,
 3    by replacing the title with the following:
 4        "AN  ACT  to amend the General Not For Profit Corporation
 5    Act of 1986 by  changing  Sections  107.03,  107.05,  107.15,
 6    107.75, and 108.21 and by adding Section 107.90."; and

 7    by  replacing  everything  after the enacting clause with the
 8    following:

 9        "Section 5.  The General Not For Profit  Corporation  Act
10    of  1986  is  amended  by  changing  Sections 107.03, 107.05,
11    107.15, 107.75, and 108.21 and by adding  Section  107.90  as
12    follows:

13        (805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
14        Sec. 107.03.  Members.
15        (a)  A  corporation  may  have  one  or  more  classes of
16    members or may have no members.
17        (b)  If the  corporation  has  one  or  more  classes  of
18    members,  the  designation  of  the  class or classes and the
19    qualifications and rights of the members of each class  shall
20    be  set forth in the articles of incorporation or the bylaws.
21    The articles of incorporation or the bylaws may  provide  for
 
                            -2-            LRB9105965SMdvam02
 1    representatives  or  delegates  of  members and may establish
 2    their qualifications and rights.
 3        (c)  If the corporation is to have no members, that  fact
 4    shall  be  set  forth in the articles of incorporation or the
 5    bylaws.
 6        (d)  A  corporation  may  issue  certificate   evidencing
 7    membership therein.
 8        (e)  The  transfer  of  a  certificate of membership in a
 9    not-for-profit corporation in which assets  are  held  for  a
10    charitable,    religious,    eleemosynary,    benevolent   or
11    educational  purpose,  shall  be  without  payment   of   any
12    consideration  of  money  or property of any kind or value to
13    the transferor in respect to such transfer.  Any transfer  in
14    violation of this Section shall be void.
15        (f)  Where   the  articles  of  incorporation  or  bylaws
16    provide that a corporation shall have no members, or where  a
17    corporation  has  under its articles of incorporation, bylaws
18    or in fact no members entitled  to  vote  on  a  matter,  any
19    provision  of  this Act requiring notice to, the presence of,
20    or the vote, consent  or  other  action  by  members  of  the
21    corporation in connection with such matter shall be satisfied
22    by  notice to, the presence of, or the vote, consent or other
23    action of the directors of the corporation.
24        (g)  A residential cooperative not-for-profit corporation
25    containing 50 or more single family units and  located  in  a
26    county  with a population between 780,000 and 3,000,000 shall
27    specifically set forth the qualifications and rights  of  its
28    members in the Articles of Incorporation and the bylaws.
29    (Source: P.A. 87-854.)

30        (805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
31        Sec.  107.05.   Meeting  of  members.   (a)   Meetings of
32    members may be held at such place, either within  or  without
33    this  State,  as  may  be  provided  in  the  bylaws  or in a
 
                            -3-            LRB9105965SMdvam02
 1    resolution of the board of directors  pursuant  to  authority
 2    granted in the bylaws.  In the absence of any such provision,
 3    all  meetings  shall  be held at the registered office of the
 4    corporation in this State.
 5        (b)  An annual meeting of the members  entitled  to  vote
 6    may  be held at such time as may be provided in the bylaws or
 7    in a  resolution  of  the  board  of  directors  pursuant  to
 8    authority  granted in the bylaws.  Failure to hold the annual
 9    meeting at the designated time shall not work a forfeiture or
10    dissolution of the corporation nor  affect  the  validity  of
11    corporate  action.   If  an  annual meeting has not been held
12    within the earlier  of  six  months  after  the  end  of  the
13    corporation's  fiscal  year  or fifteen months after its last
14    annual meeting and if, after a request in writing directed to
15    the president of the corporation, a notice of meeting is  not
16    delivered  to members entitled to vote within 60 days of such
17    request, then any  member  entitled  to  vote  at  an  annual
18    meeting may apply to the circuit court of the county in which
19    the  registered  office or principal place of business of the
20    corporation is  located  for  an  order  directing  that  the
21    meeting be held and fixing the time and place of the meeting.
22    The  court  may  issue  such  additional  orders  as  may  be
23    necessary or appropriate for the holding of the meeting.
24        (c)  Special meetings of the members may be called by the
25    president  or by the board of directors.  Special meetings of
26    the members may also be called  by  such  other  officers  or
27    persons  or  number or proportion of members entitled to vote
28    as may be provided in the articles of  incorporation  or  the
29    bylaws.   In  the absence of a provision fixing the number or
30    proportion of members entitled to vote who  are  entitled  to
31    call a meeting, a special meeting of members entitled to vote
32    may  be  called  by  such members having one-twentieth of the
33    votes entitled to be cast at such meeting.
34        (d)  Unless specifically prohibited by  the  articles  of
 
                            -4-            LRB9105965SMdvam02
 1    incorporation   or  bylaws,  members  entitled  to  vote  may
 2    participate in and act at any meeting through the  use  of  a
 3    conference  telephone  or  other  communications equipment by
 4    means of which all persons participating in the  meeting  can
 5    communicate  with  each other.  Participation in such meeting
 6    shall constitute attendance and presence  in  person  at  the
 7    meeting of the person or persons so participating.
 8        (e)  For   meetings   of   a  not-for-profit  corporation
 9    organized for the purpose of residential cooperative housing,
10    consisting of 50 or more single family dwellings, and located
11    in a county  containing  a  population  between  780,000  and
12    3,000,000  inhabitants,  any member may record by tape, film,
13    or other means the proceedings at the meetings.  The board or
14    the membership may prescribe reasonable rules and regulations
15    to govern the making of the recordings.  The portion  of  any
16    meeting  held  to discuss violations of rules and regulations
17    of the corporation by  a  residential  shareholder  shall  be
18    recorded   only   with   the   affirmative   assent  of  that
19    shareholder.
20    (Source: P.A. 84-1423.)

21        (805 ILCS 105/107.15) (from Ch. 32, par. 107.15)
22        Sec.  107.15.   Notice  of  members'  meetings.   Written
23    notice stating the place, day, and hour of the  meeting  and,
24    in the case of a special meeting, the purpose or purposes for
25    which the meeting is called, shall be delivered not less than
26    5 nor more than 60 days before the date of the meeting, or in
27    the  case  of  a  removal of one or more directors, a merger,
28    consolidation, dissolution or  sale,  lease  or  exchange  of
29    assets not less than 20 nor more than 60 days before the date
30    of  the  meeting, by or at the direction of the president, or
31    the secretary, or the officer or persons calling the meeting,
32    to each member of record entitled to vote at such meeting.  A
33    residential cooperative not-for-profit corporation containing
 
                            -5-            LRB9105965SMdvam02
 1    50 or more single family units and located in a county with a
 2    population  between  780,000 and 3,000,000 shall, in addition
 3    to the other requirements of this  Section,  post  notice  of
 4    member's  meetings  in  conspicuous places in the residential
 5    cooperative at least 48 hours prior to  the  meeting  of  the
 6    members.
 7    (Source: P.A. 84-1423.)

 8        (805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
 9        Sec. 107.75.  Books and records.
10        (a)  Each  corporation  shall  keep  correct and complete
11    books and records of account and shall also keep  minutes  of
12    the  proceedings  of  its  members,  board  of  directors and
13    committees having any  of  the  authority  of  the  board  of
14    directors;  and  shall  keep  at  its  registered  office  or
15    principal  office  a record giving the names and addresses of
16    its members entitled to vote.  All books  and  records  of  a
17    corporation  may be inspected by any member entitled to vote,
18    or that member's agent or attorney, for any proper purpose at
19    any reasonable time.
20        (b)  A residential cooperative not-for-profit corporation
21    containing 50 or more single family units and  located  in  a
22    county  with a population between 780,000 and 3,000,000 shall
23    keep an accurate and complete account  of  all  transfers  of
24    membership  and  shall,  on  a  quarterly  basis,  record all
25    transfers of membership with the county clerk of  the  county
26    in    which   the   residential   cooperative   is   located.
27    Additionally, a list of all transfers of membership shall  be
28    available for inspection by any member of the corporation.
29    (Source: P.A. 84-1423.)

30        (805 ILCS 105/107.90 new)
31        Sec. 107.90.  Not-for-profit residential cooperative.
32        (a)  As used in this Section:
 
                            -6-            LRB9105965SMdvam02
 1             "Member"  includes  the  plural  "members",  where a
 2        membership is jointly held.
 3             "Membership agreement" means the contract and  other
 4        documents that define the rights of the member to occupy,
 5        use,  or  possess  a  portion  or all of a parcel of real
 6        estate exclusively.
 7             "Class of membership" means a  grouping  of  members
 8        based  on  the  same  privileges,  rights,  and manner of
 9        treatment by the corporation.
10        (b)  The provisions of  this  Section  apply  only  to  a
11    not-for-profit  corporation  organized  for  the  purpose  of
12    residential  cooperative  housing  consisting  of  50 or more
13    single family dwellings, located in  a  county  containing  a
14    population between 780,000 and 3,000,000 inhabitants, and for
15    which  the  title  to one or more member's parcels is held by
16    the corporation.
17        (c)  If  (i)  title  for  real   property   occupied   or
18    controlled  by  a member under a membership agreement is held
19    by or is transferred to that member; (ii) more than one class
20    of membership exists;  or  (iii)  the  corporation  fails  to
21    obtain  recognition  or  loses  recognition  as a Cooperative
22    Housing Corporation under Section 216 of the Internal Revenue
23    Code of 1954, as amended, then:
24             (1)  The board of directors shall  issue  notice  to
25        the  members  within 10 days after obtaining knowledge of
26        (i),  (ii),  or  (iii),  or  within  10  days  after  the
27        effective date of this amendatory Act of the 91st General
28        Assembly, if the board obtained such knowledge before the
29        effective date of this amendatory Act of the 91st General
30        Assembly.
31             (2)  At the member's option, any member may  receive
32        a  warranty deed for full title to the real property that
33        he  or  she  occupies  issued   by   the   not-for-profit
34        corporation, upon presentation of a notarized and written
 
                            -7-            LRB9105965SMdvam02
 1        request to the corporation, provided that the corporation
 2        holds the title.
 3             (3)  The  member  may withdraw from the corporation,
 4        at the member's option.  The member shall retain  his  or
 5        her   interest   in  any  common  property  held  by  the
 6        corporation or may transfer his or her  interest  to  the
 7        corporation for fair value, at the member's option.

 8        (805 ILCS 105/108.21) (from Ch. 32, par. 108.21)
 9        Sec.  108.21.   Meetings  of  the board of directors of a
10    residential cooperative not-for-profit corporation containing
11    24 or more units and located in a city containing  more  than
12    1,000,000  inhabitants or containing 50 or more single family
13    units and located in  a  county  with  a  population  between
14    780,000  and  3,000,000  inhabitants  shall  be  open  to any
15    member, except for the portion of any  meeting  held  (i)  to
16    discuss litigation when an action against or on behalf of the
17    corporation  has  been  filed  and  is  pending in a court or
18    administrative tribunal, or when the board of directors finds
19    that such an action is probable or imminent, (ii) to consider
20    information regarding appointment, employment or dismissal of
21    an employee, or (iii) to  discuss  violations  of  rules  and
22    regulations  of the corporation by a residential shareholder.
23    Any member may record  by  tape,  film  or  other  means  the
24    proceedings  at such meetings or portions thereof required to
25    be open by this Section. The board may  prescribe  reasonable
26    rules  and  regulations  to  govern  the  right  to make such
27    recordings. Notice  of  such  meetings  shall  be  mailed  or
28    delivered  at  least 48 hours prior thereto, unless a written
29    waiver of such notice is signed  by  the  person  or  persons
30    entitled   to   such  notice  pursuant  to  the  articles  of
31    incorporation, bylaws, other instrument before the meeting is
32    convened. Copies of notices  of  meetings  of  the  board  of
33    directors  shall  be  posted  in  entranceways, elevators, or
 
                            -8-            LRB9105965SMdvam02
 1    other conspicuous places in the  residential  cooperative  at
 2    least  48  hours  prior  to  the  meeting  of  the  board  of
 3    directors.  If  there  is no common entranceway for 7 or more
 4    apartments, the board of directors may designate one or  more
 5    locations in the proximity of such units where the notices of
 6    meetings  shall  be  posted.  For  purposes  of this Section,
 7    "meeting of the board of directors" means any gathering of  a
 8    quorum  of  the  members  of  the  board  of directors of the
 9    residential cooperative held for the  purpose  of  discussing
10    business  of  the cooperative. The provisions of this Section
11    shall apply to any residential cooperative containing  24  or
12    more  units  and  located  in  a  city  containing  more than
13    1,000,000 inhabitants or containing 50 or more single  family
14    units  and  located  in  a  county  with a population between
15    780,000 and 3,000,000 inhabitants situated in  the  State  of
16    Illinois   regardless   of  where  such  cooperative  may  be
17    incorporated.
18    (Source: P.A. 84-1423.)

19        Section 99.  Effective date.  This Act takes effect  upon
20    becoming law.".

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