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92_HB4947eng HB4947 Engrossed LRB9213347WHcs 1 AN ACT concerning corporations. 2 Be it enacted by the People of the State of Illinois, 3 represented in the General Assembly: 4 Section 5. The General Not For Profit Corporation Act of 5 1986 is amended by changing Section 101.80 as follows: 6 (805 ILCS 105/101.80) (from Ch. 32, par. 101.80) 7 Sec. 101.80. Definitions. As used in this Act, unless 8 the context otherwise requires, the words and phrases defined 9 in this Section shall have the meanings set forth herein. 10 (a) "Anniversary" means that day each year exactly one 11 or more years after: 12 (1) The date of filing the articles of 13 incorporation prescribed by Section 102.10 of this Act, 14 in the case of a domestic corporation; 15 (2) The date of filing the application for 16 authority prescribed by Section 113.15 of this Act in the 17 case of a foreign corporation; 18 (3) The date of filing the statement of acceptance 19 prescribed by Section 101.75 of this Act, in the case of 20 a corporation electing to accept this Act; or 21 (4) The date of filing the articles of 22 consolidation prescribed by Section 111.25 of this Act in 23 the case of a consolidation. 24 (b) "Anniversary month" means the month in which the 25 anniversary of the corporation occurs. 26 (c) "Articles of incorporation" means the original 27 articles of incorporation including the articles of 28 incorporation of a new corporation set forth in the articles 29 of consolidation or set forth in a statement of election to 30 accept this Act, and all amendments thereto, whether 31 evidenced by articles of amendment, articles of merger or HB4947 Engrossed -2- LRB9213347WHcs 1 statement of correction affecting articles. Restated 2 articles of incorporation shall supersede the original 3 articles of incorporation and all amendments thereto prior to 4 the effective date of filing the articles of amendment 5 incorporating the restated articles of incorporation. In the 6 case of a corporation created by a Special Act of the 7 Legislature, "Articles of incorporation" means the special 8 charter and any amendments thereto made by Special Act of the 9 Legislature or pursuant to general laws. 10 (d) "Board of directors" means the group of persons 11 vested with the management of the affairs of the corporation 12 irrespective of the name by which such group is designated. 13 (e) "Bylaws" means the code or codes of rules adopted 14 for the regulation or management of the affairs of the 15 corporation irrespective of the name or names by which such 16 rules are designated. 17 (f) "Corporation" or "domestic corporation" means a 18 domestic not-for-profit corporation subject to the provisions 19 of this Act, except a foreign corporation. 20 (g) "Delivered," for the purpose of determining if any 21 notice required by this Act is effective, means: 22 (1) Transferred or presented to someone in person; 23 (2) Deposited in the United States mail addressed 24 to the person at his, her or its address as it appears on 25 the records of the corporation, with sufficient 26 first-class postage prepaid thereon;or27 (3) Posted at such place and in such manner or 28 otherwise transmitted to the person's premises as may be 29 authorized and set forth in the articles of incorporation 30 or the bylaws; or.31 (4) Transmitted by electronic means to the address 32 that appears on the records of the corporation as may be 33 authorized and set forth in the articles of incorporation 34 or the bylaws. HB4947 Engrossed -3- LRB9213347WHcs 1 (h) "Foreign corporation" means a not-for-profit 2 corporation as defined and organized under the laws other 3 than the laws of this State, for a purpose or purposes for 4 which a corporation may be organized under this Act. 5 (i) "Incorporator" means one of the signers of the 6 original articles of incorporation. 7 (j) "Insolvent" means that a corporation is unable to 8 pay its debts as they become due in the usual course of the 9 conduct of its affairs. 10 (k) "Member" means a person or any organization, whether 11 not for profit or otherwise, having membership rights in a 12 corporation in accordance with the provisions of its articles 13 of incorporation or bylaws. 14 (l) "Net assets," for the purpose of determining the 15 authority of a corporation to make distributions, is equal to 16 the difference between the assets of the corporation and the 17 liabilities of the corporation. 18 (m) "Not-for-profit corporation" means a corporation 19 subject to this Act and organized solely for one or more of 20 the purposes authorized by Section 103.05 of this Act. 21 (n) "Registered office" means that office maintained by 22 the corporation in this State, the address of which is on 23 file in the office of the Secretary of State, at which any 24 process, notice or demand required or permitted by law may be 25 served upon the registered agent of the corporation. 26 (o) "Special charter" means the charter granted to a 27 corporation created by special act of the Legislature whether 28 or not the term "charter" or "special charter" is used in 29 such special act. 30 (p) To the extent permitted in the articles of 31 incorporation or the bylaws of the corporation, actions 32 required to be "written", to be "in writing", to have 33 "written consent", to have "written approval" and the like by 34 or of members, directors, or committee members shall include HB4947 Engrossed -4- LRB9213347WHcs 1 any communication transmitted or received by electronic 2 means. 3 (Source: P.A. 92-33, eff. 7-1-01.) 4 Section 99. Effective date. This Act takes effect upon 5 becoming law.