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| Public Act 096-0994 |
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AN ACT concerning business.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The General Not For Profit Corporation Act of | ||||
1986 is amended by changing Sections 107.10, 108.45, and 108.60 | ||||
as follows:
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(805 ILCS 105/107.10) (from Ch. 32, par. 107.10)
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Sec. 107.10. Informal action by members entitled to
vote. | ||||
(a) Unless otherwise provided in the articles of
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incorporation or the bylaws, any action required by this
Act to | ||||
be taken at any annual or special meeting of the
members | ||||
entitled to vote, or any other action which may be
taken at a | ||||
meeting of the members entitled to vote, may be
taken by ballot | ||||
without a meeting in writing by mail, e-mail, or any other | ||||
electronic means pursuant to which the members entitled to vote | ||||
thereon are given the opportunity to vote for or against the | ||||
proposed action, and the action receives approval by a majority | ||||
of the members casting votes, or such larger number as may be | ||||
required by the Act, the articles of incorporation, or the | ||||
bylaws, provided that the number of members casting votes would | ||||
constitute a quorum if such action had been taken at a meeting. | ||||
Voting must remain open for not less than 5 days from the date | ||||
the ballot is delivered; provided, however, in the case of a | ||||
removal of one or more directors, a merger, consolidation, | ||
dissolution or sale, lease or exchange of assets, the voting | ||
must remain open for not less than 20 days from the date the | ||
ballot is delivered.
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(b) Such informal action by members shall become
effective | ||
only if, at least 5 days prior to the
effective date of such | ||
informal action, a notice in writing of the
proposed action is | ||
delivered to all of the members entitled
to vote with respect | ||
to the subject matter thereof.
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(c) In the event that the action which is approved 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 members 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 members, that | ||
an informal vote has been conducted in
accordance with the | ||
provisions of this Section and that
written notice has been | ||
delivered as provided in this
Section.
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(d) In addition, unless otherwise provided in the articles | ||
of incorporation or the bylaws, any action required by this Act | ||
to be taken at any annual or special meeting of the members | ||
entitled to vote, or any other action which may be taken at a | ||
meeting of members entitled to vote, may also be taken without | ||
a meeting and without a vote if a consent in writing, setting | ||
forth the action so taken, shall be approved by all the members | ||
entitled to vote with respect to the subject matter thereof. | ||
(Source: P.A. 96-649, eff. 1-1-10.)
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(805 ILCS 105/108.45) (from Ch. 32, par. 108.45)
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Sec. 108.45. Informal action by directors. | ||
(a) Unless
specifically prohibited by the articles of | ||
incorporation or
bylaws, any action required by this Act to be | ||
taken at a
meeting of the board of directors of a corporation, | ||
or any
other action which may be taken at a meeting of the | ||
board of
directors or a committee thereof, may be taken without | ||
a
meeting if a consent in writing, setting forth the action so
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taken, shall be approved in writing signed by all of the | ||
directors and all of
any nondirector committee members entitled | ||
to vote with
respect to the subject matter thereof, or by all | ||
the members
of such committee, as the case may be.
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(b) The consent shall be evidenced by one or more written
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approvals, each of which sets forth the action taken and | ||
provides a written record of approval. All the approvals | ||
evidencing the consent shall be
delivered to the secretary to | ||
be filed in the corporate
records. The action taken shall be | ||
effective when all the
directors or the committee members, as | ||
the case may be, have
approved the consent unless the consent | ||
specifies a
different effective date.
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(c) Any such consent approved in writing signed by all the | ||
directors or all the
committee members, as the case may be, | ||
shall have the same
effect as a unanimous vote and may be | ||
stated as such in any
document filed with the Secretary of | ||
State under this Act.
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(Source: P.A. 96-649, eff. 1-1-10.)
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(805 ILCS 105/108.60) (from Ch. 32, par. 108.60)
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Sec. 108.60. Director conflict of interest. | ||
(a) If a
transaction is fair to a corporation at the time | ||
it is
authorized, approved, or ratified, the fact that a | ||
director
of the corporation is directly or indirectly a party | ||
to the
transaction is not grounds for invalidating the | ||
transaction.
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(b) In a proceeding contesting the validity of a
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transaction described in subsection (a), the person
asserting | ||
validity has the burden of proving fairness
unless:
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(1) The material facts of the transaction and the
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director's interest or relationship were disclosed or | ||
known
to the board of directors or a committee consisting | ||
entirely
of directors and the board or committee | ||
authorized, approved
or ratified the transaction by the | ||
affirmative votes of a
majority of disinterested | ||
directors, even though the
disinterested directors be less | ||
than a quorum; or
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(2) The material facts of the transaction and the
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director's interest or relationship were disclosed or | ||
known
to the members entitled to vote, if any, and they
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authorized, approved or ratified the transaction without
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counting the vote of any member who is an interested
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director.
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(c) The presence of the director, who is directly or
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indirectly a party to the transaction described in
subsection | ||
(a), or a director who is otherwise not
disinterested, may be | ||
counted in determining whether a
quorum is present but may not | ||
be counted when the board of
directors or a committee of the | ||
board takes action on the
transaction.
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(d) For purposes of this Section, a director is
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"indirectly" a party to a transaction if the other party to
the | ||
transaction is an entity in which the director has a
material | ||
financial interest or of which the director is an
officer, | ||
director or general partner; except that if a director is an | ||
officer or director of both parties to a transaction involving | ||
a grant or contribution, without consideration, from one entity | ||
to the other, that director is not "indirectly" a party to the | ||
transaction provided the director does not have a material | ||
financial interest in the entity that receives the grant or | ||
contribution.
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(e) (Blank). The provisions of this Section do not apply | ||
where a director of the corporation is directly or indirectly a | ||
party to a transaction involving a grant or contribution, | ||
without consideration, by one organization to another. | ||
(Source: P.A. 96-649, eff. 1-1-10.)
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Section 99. Effective date. This Act takes effect upon | ||
becoming law.
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