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Public Act 096-0994
Public Act 0994 96TH GENERAL ASSEMBLY
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Public Act 096-0994 |
SB3387 Enrolled |
LRB096 19767 DRJ 35204 b |
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| AN ACT concerning business.
| 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 Sections 107.10, 108.45, and 108.60 | as follows:
| (805 ILCS 105/107.10) (from Ch. 32, par. 107.10)
| Sec. 107.10. Informal action by members entitled to
vote. | (a) 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 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.
| (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.
| (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.
| (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.)
| (805 ILCS 105/108.45) (from Ch. 32, par. 108.45)
| 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
| 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.
| (b) The consent shall be evidenced by one or more written
| 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.
| (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.
| (Source: P.A. 96-649, eff. 1-1-10.)
| (805 ILCS 105/108.60) (from Ch. 32, par. 108.60)
| 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.
| (b) In a proceeding contesting the validity of a
| transaction described in subsection (a), the person
asserting | validity has the burden of proving fairness
unless:
| (1) The material facts of the transaction and the
| 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
| (2) The material facts of the transaction and the
| director's interest or relationship were disclosed or | known
to the members entitled to vote, if any, and they
| authorized, approved or ratified the transaction without
| counting the vote of any member who is an interested
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| director.
| (c) The presence of the director, who is directly or
| 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.
| (d) For purposes of this Section, a director is
| "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 .
| (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.)
| Section 99. Effective date. This Act takes effect upon | becoming law.
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Effective Date: 7/2/2010
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