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(805
ILCS 105/Art. 1 heading)
ARTICLE 1. GENERAL PROVISIONS
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(805
ILCS 105/101.01) (from Ch. 32, par. 101.01)
Sec.
101.01. Short title. This Act shall be known and may be cited
as the "General Not For Profit Corporation Act of 1986".
(Source: P.A.
84- 1423.)
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(805
ILCS 105/101.05) (from Ch. 32, par. 101.05)
Sec.
101.05. Powers of Secretary of State. The Secretary of State
shall have the power and authority reasonably necessary to administer
this Act efficiently and to perform the duties therein imposed.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/101.10) (from Ch. 32, par. 101.10)
Sec.
101.10. Forms, execution, acknowledgment and filing.
(a)
All reports required by this Act to be filed in the office of
the Secretary of State shall be made on forms which shall be
prescribed and furnished by the Secretary of State. Forms for
all other documents to be filed in the office of the Secretary
of State shall be furnished by the Secretary of State on request
therefor, but the use thereof, unless otherwise specifically
prescribed in this Act, shall not be mandatory.
(b)
Whenever any provision of this Act specifically requires any
document to be executed by the corporation in accordance with
this Section, unless otherwise specifically stated in this Act
and subject to any additional provisions of this Act, such document
shall be executed, in ink, as follows:
(1)
The articles of incorporation shall be signed by
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the
incorporator or incorporators.
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(2)
All other documents shall be signed:
(i)
By the president, a vice- president, the
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secretary,
an assistant secretary, the treasurer, or other officer
duly authorized by the board of directors of the
corporation to execute the document; or
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(ii)
If it shall appear from the document that
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there
are no such officers, then by a majority of the directors
or by such directors as may be designated by the
board; or
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(iii)
If it shall appear from the document that
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there
are no such officers or directors, then by the members,
or such of them as may be designated by the members
at a lawful meeting; or
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(iv)
If the corporate assets are in the
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possession
of a receiver, trustee or other court- appointed
officer, then by the fiduciary or the majority of
them if there are more than one.
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(c)
The name of a person signing the document and the capacity
in which he or she signs shall be stated beneath or opposite
his or her signature.
(d)
Whenever any provision of this Act requires any document to be
verified, such requirement is satisfied by either:
(1)
The formal acknowledgment by the person or one
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of
the persons signing the instrument that it is his
or her act and deed or the act and deed of the corporation,
as the case may be, and that the facts stated therein
are true. Such acknowledgment shall be made before
a person who is authorized by the law of the place
of execution to take acknowledgments of deeds and
who, if he or she has a seal of office, shall affix
it to the instrument; or
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(2)
The signature, without more, of the person or
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persons
signing the instrument, in which case such signature
or signatures shall constitute the affirmation or
acknowledgment of the signatory, under penalties
of perjury, that the instrument is his or her act
and deed or the act and deed of the corporation,
as the case may be, and that the facts stated therein
are true.
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(e)
Whenever any provision of this Act requires any document
to be filed with the Secretary of State or in accordance
with this Section, such requirement means that:
(1)
The original signed document, and if in
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duplicate
as provided by this Act, one true copy, which may
be signed, or carbon or photocopy shall be delivered
to the office of the Secretary of State.
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(2)
All fees and charges authorized by law to be
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collected
by the Secretary of State in connection with the
filing of the document shall be tendered to the Secretary
of State.
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(3)
If the Secretary of State finds that the
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document
conforms to law, he or she shall, when all fees and
charges have been paid as in this Act prescribed:
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(i)
Endorse on the original and on the true
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copy,
if any, the word "filed" and the month,
day and year thereof;
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(ii)
File the original in his or her office;
(iii)
(Blank); and
(iv)
If the filing is in duplicate, he or she
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shall
return the copy, with a certificate, if any, affixed
thereto, to the corporation or its representative
who shall file it for record in the office of the
Recorder of the county in which the registered office
of the corporation is situated in this State within
15 days after the mailing thereof by the Secretary
of State, unless such document cannot with reasonable
diligence be filed within such time, in which case
it shall be filed as soon thereafter as may be reasonably
possible. Upon filing any document in the office
of the Recorder, as provided in this subparagraph,
the corporation or its representative shall pay to
the office of the Recorder the appropriate filing
or recording fee imposed by law.
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(f)
If another Section of this Act specifically prescribes a
manner of filing or executing a specified document which
differs from the corresponding provisions of this Section,
then the provisions of such other Section shall govern.
(Source: P.A.
92- 33, eff. 7- 1- 01.)
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(805
ILCS 105/101.15) (from Ch. 32, par. 101.15)
Sec.
101.15. Statement of correction.
(a)
Whenever any instrument authorized to be filed with the Secretary
of State under any provision of this Act has been so filed and,
as of the date of the action therein referred to, contains any
misstatement of fact, typographical error, error of transcription
or any other error or defect, or was defectively or erroneously
executed, such instrument may be corrected by filing, in accordance
with Section 101.10 of this Act, a statement of correction.
(b)
A statement of correction shall set forth:
(1)
The name or names of the corporation or
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corporations
and the State or country under the laws of which
each is organized.
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(2)
The title of the instrument being corrected and
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the
date it was filed by the Secretary of State.
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(3)
The inaccuracy, error or defect to be corrected
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and
the portion of the instrument in corrected form.
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(c)
A statement of correction shall be executed in the same manner
in which the instrument being corrected was required to be
executed.
(d)
The corrected instrument shall be effective as of the date the
original instrument was filed.
(e)
A statement of correction shall not:
(1)
Effect any change or amendment of articles which
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would
not in all respects have complied with the requirements
of this Act;
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(2)
Take the place of any document, statement or
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report
otherwise required to be filed by this Act;
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(3)
Affect any right or liability accrued or
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incurred
before such filing, except that any right or liability
accrued or incurred by reason of the error or defect
being corrected shall be extinguished by such filing
if the person having such right has not detrimentally
relied on the original instrument;
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(4)
Alter the provisions of the articles of
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incorporation
with respect to the corporation name or purpose or
the names and addresses of the incorporators or initial
directors;
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(5)
Alter the provisions of the application for
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authority
of a foreign corporation with respect to the corporation
name;
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(6)
Alter the provisions of the application to adopt
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or
change an assumed corporate name with respect to
the assumed corporate name; or
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(7)
Alter the wording of any resolution which was in
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fact
adopted by the board of directors or by the members
entitled to vote.
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(Source:
P.A. 93- 59, eff. 7- 1- 03.)
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(805
ILCS 105/101.20) (from Ch. 32, par. 101.20)
Sec.
101.20. Certificates and certified copies of certain documents
to be received in evidence. All certificates issued by the Secretary
of State in accordance with the provisions of this Act and all
copies of documents filed in the Secretary's office in accordance
with the provisions of this Act when certified by him or her,
shall be taken and received in all courts, public offices, and
official bodies as prima facie evidence of the facts therein
stated. A certificate by the Secretary of State under the Great
Seal of the State of Illinois, as to the existence or nonexistence
of the facts relating to corporations which would not appear
from a certified copy of any of the foregoing documents or certificates
shall be taken and received in all courts, public offices, and
official bodies as prima facie evidence of the existence or nonexistence
of the facts therein stated.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/101.25) (from Ch. 32, par. 101.25)
Sec.
101.25. Lists of corporations; exchange of information.
(a)
The Secretary of State shall include in his or her daily publication
lists of business corporations formed on that day as provided
in paragraph (1) of subsection (b) of Section 1.25 of the Business
Corporation Act of 1983 all not- for- profit corporations
formed on the day of publication of such lists.
(b)
The Secretary of State shall include among information to be
exchanged with the Illinois Department of Public Aid, as provided
in subsection (c) of Section 1.25 of the Business Corporation
Act of 1983, information regarding all not- for- profit
corporations formed pursuant to this Act.
(Source: P.A.
90- 18, eff. 7- 1- 97.)
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(805
ILCS 105/101.30) (from Ch. 32, par. 101.30)
Sec.
101.30. Abstract of corporate record. (a) The Secretary of State
may, upon receipt of a written request and payment of a fee as
determined by the Secretary, furnish to the person or agency
so requesting an abstract of the corporate record of any domestic
or foreign corporation licensed to conduct affairs in the State
of Illinois. All requests for abstracts shall be made in the
manner and the form prescribed by the Secretary of State.
(b)
The Secretary of State may certify an abstract of a corporate
record upon written request therefor. The fee for such certification
shall be $5 in addition to the fee required for furnishing an
abstract of record as provided herein. Such certification shall
be made under the signature of the Secretary of State and shall
be authenticated by the Seal of his or her office.
(c)
The fees provided in this Section for abstracts of corporate
records and certifications of abstracts shall not be applicable
to any federal, state or local governmental agency requesting
such information or certification.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/101.35) (from Ch. 32, par. 101.35)
Sec.
101.35. Interrogatories to be propounded by Secretary of State.
The Secretary of State may propound to any corporation, domestic
or foreign, subject to the provisions of this Act, and to any
officer or director thereof, such interrogatories as may be reasonably
necessary and proper to enable the Secretary to ascertain whether
such corporation has complied with all the provisions of this
Act applicable to such corporation. Such interrogatories shall
be answered within thirty days after the mailing thereof, or
within such additional time as shall be fixed by the Secretary
of State, and the answers thereto shall be full and complete
and shall be made in writing and under oath. If such interrogatories
be directed to an individual they shall be answered by him or
her, and if directed to a corporation they shall be answered
by the president, vice- president, secretary, or assistant
secretary thereof. The Secretary of State need not file any document
to which such interrogatories relate until such interrogatories
be answered as herein provided, and not then if the answers thereto
disclose that such document is not in conformity with the provisions
of this Act. The Secretary of State shall certify to the Attorney
General, for such action as the Attorney General may deem appropriate,
all interrogatories and answers thereto which disclose a violation
of any of the provisions of this Act.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/101.40) (from Ch. 32, par. 101.40)
Sec.
101.40. Information disclosed by interrogatories. Interrogatories
propounded by the Secretary of State and the answers thereto
shall not be open to public inspection nor shall the Secretary
of State disclose any facts or information obtained therefrom
except in so far as official duty may require the same answers
to be made public or in the event such interrogatories or the
answers thereto as required for evidence in any criminal proceeding
or in any other action by the State. Such information disclosed
by interrogatories shall be exempt from inspection and copying
under "The Freedom of Information Act", certified December
27, 1983, as amended.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/101.45) (from Ch. 32, par. 101.45)
Sec.
101.45. Judicial review under the Administrative Review Law.
If the Secretary of State shall fail to approve any articles
of incorporation, amendment, merger, consolidation, or dissolution,
or any other document required by this Act to be approved by
the Secretary of State before the same shall be filed in his
or her office, the Secretary shall, within 10 days after the
delivery thereof to him or her, give written notice of his or
her disapproval to the person or corporation, domestic or foreign,
delivering the same, specifying the reasons therefor. The decision
of the Secretary of State is subject to judicial review under
the Administrative Review Law, as now or hereafter amended.
If
the Secretary of State shall revoke the certificate of authority
to conduct affairs in this State of any foreign corporation,
pursuant to this Act, such decision shall be subject to judicial
review under the Administrative Review Law, as now or hereafter
amended.
Appeals
from all final orders and judgment entered by the circuit court
under this section in review of any ruling or decision of the
Secretary of State may be taken as in other civil actions by
either party to the proceeding.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/101.50) (from Ch. 32, par. 101.50)
Sec.
101.50. Administrative Procedure Act. The Illinois Administrative
Procedure Act is expressly adopted and incorporated herein as
if all of the provisions of that Act were included in this Act,
except that the provision of subsection (d) of Section 10- 65
of the Illinois Administrative Procedure Act which provides that
at hearing the licensee has the right to show compliance with
all lawful requirements for retention, continuation or renewal
of the license is specifically excluded. For the purposes of
this Act the notice required under Section 10- 25 of the
Illinois Administrative Procedure Act is deemed sufficient when
mailed to the last known address of a party.
(Source: P.A.
88- 45.)
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(805
ILCS 105/101.55) (from Ch. 32, par. 101.55)
Sec.
101.55. Certain powers reserved to General Assembly. (a) The
General Assembly shall at all times have power to prescribe such
provisions and limitations as it may deem advisable, which provisions
and limitations shall be binding upon any and all corporations,
domestic or foreign, subject to the provisions of this Act, and
the General Assembly shall have power to amend, repeal, or modify
this Act at its pleasure.
(b)
The Secretary of State shall have the power to promulgate, amend
or repeal rules and regulations deemed necessary to efficiently
administer this Act. The rules and regulations adopted by the
Secretary of State under this Act shall be effective in the manner
provided for in "The Illinois Administrative Procedure Act",
approved September 22, 1975, as amended.
(Source: P.A.
85- 1269.)
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(805
ILCS 105/101.60) (from Ch. 32, par. 101.60)
Sec.
101.60. Effect of repeal of prior law on rights accrued or liabilities
or penalties incurred. The repeal of a law by this Act shall
not affect any right accrued or established, or any liability
or penalty incurred, under the provisions of such law, prior
to the repeal thereof.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/101.70) (from Ch. 32, par. 101.70)
Sec.
101.70. Application of Act. (a) Except as otherwise provided
in this Act, the provisions of this Act relating to domestic
corporations shall apply to:
(1)
All corporations organized hereunder;
(2)
All corporations heretofore organized under the "General
Not for Profit Corporation Act", approved July 17, 1943,
as amended;
(3)
All not- for- profit corporations heretofore organized
under Sections 29 to 34, inclusive, of an Act entitled "An
Act Concerning Corporations" approved April 18, 1872, in
force July 1, 1872, as amended;
(4)
Each not- for- profit corporation, without shares or
capital stock, heretofore organized under any general law or
created by Special Act of the Legislature of this State for a
purpose or purposes for which a corporation may be organized
under this Act, but not otherwise entitled to the rights, privileges,
immunities and franchises provided by this Act, which shall elect
to accept this Act as hereinafter provided; and
(5)
Each corporation having shares or capital stock, heretofore organized
under any general law or created by Special Act of the Legislature
of this State prior to the adoption of the Constitution of 1870,
for a purpose or purposes for which a corporation may be organized
under this Act, which shall elect to accept this Act as hereinafter
provided.
(b)
Except as otherwise provided by this Act, the provisions of this
Act relating to foreign corporations shall apply to:
(1)
All foreign corporations which procure a certificate of authority
hereunder to conduct affairs in this State;
(2)
All foreign corporations heretofore having a certificate of authority
to conduct affairs in this State under the "General Not
for Profit Corporation Act", approved July 17, 1943, as
amended; and
(3)
All foreign not- for- profit corporations conducting
affairs in this State for a purpose or purposes for which a corporation
might be organized under this Act.
(c)
The provisions of subsection (b) of Section 110.05 of this Act
relating to revival of the articles of incorporation and extension
of the period of corporate duration of a domestic corporation
shall apply to all corporations organized under the "General
Not for Profit Corporation Act", approved July 17, 1943,
as amended, and whose period of duration has expired.
(d)
The provisions of Section 112.45 of this Act relating to reinstatement
following administrative dissolution of a domestic corporation
shall apply to all corporations involuntarily dissolved after
June 30, 1974, by the Secretary of State, pursuant to Section
50a of the "General Not for Profit Corporation Act",
approved July 17, 1943, as amended.
(e)
The provisions of Section 113.60 of this Act relating to reinstatement
following revocation of the certificate of authority of a foreign
corporation shall apply to all foreign corporations which had
their certificates of authority revoked by the Secretary of Stat | |
