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Public Act 92-0572
HB4947 Enrolled LRB9213347WHcs
AN ACT concerning corporations.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The General Not For Profit Corporation Act of
1986 is amended by changing Section 101.80 as follows:
(805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
Sec. 101.80. Definitions. As used in this Act, unless
the context otherwise requires, the words and phrases defined
in this Section shall have the meanings set forth herein.
(a) "Anniversary" means that day each year exactly one
or more years after:
(1) The date of filing the articles of
incorporation prescribed by Section 102.10 of this Act,
in the case of a domestic corporation;
(2) The date of filing the application for
authority prescribed by Section 113.15 of this Act in the
case of a foreign corporation;
(3) The date of filing the statement of acceptance
prescribed by Section 101.75 of this Act, in the case of
a corporation electing to accept this Act; or
(4) The date of filing the articles of
consolidation prescribed by Section 111.25 of this Act in
the case of a consolidation.
(b) "Anniversary month" means the month in which the
anniversary of the corporation occurs.
(c) "Articles of incorporation" means the original
articles of incorporation including the articles of
incorporation of a new corporation set forth in the articles
of consolidation or set forth in a statement of election to
accept this Act, and all amendments thereto, whether
evidenced by articles of amendment, articles of merger or
statement of correction affecting articles. Restated
articles of incorporation shall supersede the original
articles of incorporation and all amendments thereto prior to
the effective date of filing the articles of amendment
incorporating the restated articles of incorporation. In the
case of a corporation created by a Special Act of the
Legislature, "Articles of incorporation" means the special
charter and any amendments thereto made by Special Act of the
Legislature or pursuant to general laws.
(d) "Board of directors" means the group of persons
vested with the management of the affairs of the corporation
irrespective of the name by which such group is designated.
(e) "Bylaws" means the code or codes of rules adopted
for the regulation or management of the affairs of the
corporation irrespective of the name or names by which such
rules are designated.
(f) "Corporation" or "domestic corporation" means a
domestic not-for-profit corporation subject to the provisions
of this Act, except a foreign corporation.
(g) "Delivered," for the purpose of determining if any
notice required by this Act is effective, means:
(1) Transferred or presented to someone in person;
(2) Deposited in the United States mail addressed
to the person at his, her or its address as it appears on
the records of the corporation, with sufficient
first-class postage prepaid thereon; or
(3) Posted at such place and in such manner or
otherwise transmitted to the person's premises as may be
authorized and set forth in the articles of incorporation
or the bylaws; or.
(4) Transmitted by electronic means to the address
that appears on the records of the corporation as may be
authorized and set forth in the articles of incorporation
or the bylaws.
(h) "Foreign corporation" means a not-for-profit
corporation as defined and organized under the laws other
than the laws of this State, for a purpose or purposes for
which a corporation may be organized under this Act.
(i) "Incorporator" means one of the signers of the
original articles of incorporation.
(j) "Insolvent" means that a corporation is unable to
pay its debts as they become due in the usual course of the
conduct of its affairs.
(k) "Member" means a person or any organization, whether
not for profit or otherwise, having membership rights in a
corporation in accordance with the provisions of its articles
of incorporation or bylaws.
(l) "Net assets," for the purpose of determining the
authority of a corporation to make distributions, is equal to
the difference between the assets of the corporation and the
liabilities of the corporation.
(m) "Not-for-profit corporation" means a corporation
subject to this Act and organized solely for one or more of
the purposes authorized by Section 103.05 of this Act.
(n) "Registered office" means that office maintained by
the corporation in this State, the address of which is on
file in the office of the Secretary of State, at which any
process, notice or demand required or permitted by law may be
served upon the registered agent of the corporation.
(o) "Special charter" means the charter granted to a
corporation created by special act of the Legislature whether
or not the term "charter" or "special charter" is used in
such special act.
(p) To the extent permitted in the articles of
incorporation or the bylaws of the corporation, actions
required to be "written", to be "in writing", to have
"written consent", to have "written approval" and the like by
or of members, directors, or committee members shall include
any communication transmitted or received by electronic
means.
(Source: P.A. 92-33, eff. 7-1-01.)
Section 99. Effective date. This Act takes effect upon
becoming law.
Passed in the General Assembly April 25, 2002.
Approved June 26, 2002.
Effective June 26, 2002.
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