Chapter 805 - Business Organizations - General Not For Profit Corporation Act of 1986

(805 ILCS 105/Art. 2 heading)

ARTICLE 2. FORMATION OF CORPORATIONS

(805 ILCS 105/102.05) (from Ch. 32, par. 102.05)
Sec. 102.05. Incorporators. One or more incorporators may organize a corporation under this Act. Each incorporator shall be either a corporation, domestic or foreign, whether not for profit or otherwise, or a natural person of the age of 18 years or more.
(Source: P.A. 84- 1423.)

    (805 ILCS 105/102.10) (from Ch. 32, par. 102.10)
    Sec. 102.10. Articles of Incorporation. The articles of incorporation shall be executed and filed in duplicate in accordance with Section 101.10 of this Act.
    (a) The articles of incorporation must set forth:
        (1) A corporate name for the corporation that

satisfies the requirements of this Act;

(2) The specific purpose or purposes for which the

corporation is organized, from among the purposes authorized in Section 103.05 of this Act;

(3) The address of the corporation's initial

registered office and the name of its initial registered agent at that office;

(4) The name and address of each incorporator;
(5) The number of directors constituting the first

board of directors and the names and addresses of each such director;

(6) With respect to any organization a purpose of

which is to function as a club, as defined in Section 1- 3.24 of "The Liquor Control Act of 1934", as now or hereafter amended, a statement that it will comply with the State and local laws and ordinances relating to alcoholic liquors;

(7) Whether the corporation is a condominium

association as established under the Condominium Property Act, a cooperative housing corporation defined in Section 216 of the Internal Revenue Code of 1954 or a homeowner association which administers a common- interest community as defined in subsection (c) of Section 9- 102 of the Code of Civil Procedure.

(b) The articles of incorporation may set forth:
(1) Provisions not inconsistent with law with

respect to:

(i) Managing and regulating the affairs of the

corporation, including any provision for distribution of assets on final dissolution;

(ii) Providing that the corporation shall have

no members, or shall have one or more classes of members;

(iii) Limiting, enlarging or denying the right

of the members of any class or classes of members, to vote;

(iv) Defining, limiting, and regulating the

rights, powers and duties of the corporation, its officers, directors and members; or

(v) Superseding any provision of this Act that

requires for approval of corporation action a two- thirds vote of members or class of members entitled to vote by specifying any smaller or larger vote requirement not less than a majority of the votes which members entitled to vote on a matter shall vote, either in person or by proxy, at a meeting at which there is a quorum.

(2) Any provision that under this Act is required or

permitted to be set forth in the articles of incorporation or bylaws.

    (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this Act.
    (d) The duration of a corporation is perpetual unless otherwise specified in the articles of incorporation.
    (e) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of incorporation.
(Source: P.A. 92- 33, eff. 7- 1- 01; 93- 59, eff. 7- 1- 03.)

(805 ILCS 105/102.15) (from Ch. 32, par. 102.15)
Sec. 102.15. Effect of incorporation. Upon the filing of articles of incorporation by the Secretary of State, the corporate existence shall begin, and such filing shall be conclusive evidence, except as against the State, that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Act.
(Source: P.A. 92- 33, eff. 7- 1- 01.)

    (805 ILCS 105/102.20) (from Ch. 32, par. 102.20)
    Sec. 102.20. Organization of Corporation.
    (a) After filing the articles of incorporation, the first meeting of the board of directors shall be held at the call of a majority of the incorporators or of the directors for the purpose of:
        (1) Adopting bylaws;
        (2) Electing officers; and
        (3) Such other purposes as may come before the

meeting.

    In lieu of a meeting, director action may be taken by consent in writing, pursuant to Section 108.45 of this Act.
    (b) If the corporation has members, a first meeting of the members may be held at the call of an officer or of a majority of the directors, for such purposes as shall be stated in the notice of the meeting.
    If the corporation has members entitled to vote, then in lieu of a meeting, member action may be taken by consent in writing, pursuant to Section 107.10 of this Act.
    (c) At least three days' written notice of an organizational meeting shall be given unless the persons entitled to such notice waive the same in writing, either before or after such meeting. An organizational meeting may be held either within or without this State.
(Source: P.A. 92- 33, eff. 7- 1- 01.)

(805 ILCS 105/102.25) (from Ch. 32, par. 102.25)
Sec. 102.25. Bylaws. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.
(Source: P.A. 84- 1423.)

    (805 ILCS 105/102.30) (from Ch. 32, par. 102.30)
    Sec. 102.30. Emergency bylaws. The board of directors of any corporation, subject to approval by not less than a majority of the members voting on the proposal, may adopt emergency bylaws, subject to repeal or change by action of the members, which, to the extent therein provided and notwithstanding any different provisions elsewhere in this Act or in the articles of incorporation or bylaws, shall be operative upon (a) the declaration of a civil defense emergency by the President of the United States or by concurrent resolution of the Congress of the United States pursuant to Title 50, Appendix, Section 2291 of the United States Code, or any amendment thereof, or (b) upon a proclamation of a civil defense emergency by the Governor of the State of Illinois which relates to an attack or imminent attack on the United States or any of its possessions. Such emergency bylaws shall cease to be effective and shall be suspended upon any proclamation by the President of the United States, or the passage by the Congress of a concurrent resolution, or any declaration by the Governor of Illinois that such civil defense emergency no longer exists.
    Emergency bylaws adopted pursuant to this Act may contain such provisions as may be deemed practical and necessary for the interim management of the affairs of the corporation, including, without limitation, provisions with respect to the number of directors or members who shall constitute a quorum at a meeting of the board of directors or the members, the number of votes necessary for action by such board or by the members, the procedure for holding a special election of directors and the procedure for calling and holding meetings of members or directors. No officer, director or employee shall be liable for any action taken by him or her in good faith in such an emergency to protect or preserve assets of the corporation endangered by the existence of such emergency even though not authorized by the bylaws then in effect.
    Notwithstanding anything contained herein to the contrary, emergency bylaws adopted pursuant to this Act shall not supersede the regular bylaws of the corporation, the articles of incorporation or the provisions of this Act, in respect of amending the articles of incorporation or the regular bylaws of the corporation, adopting a plan of merger or consolidation with another corporation or corporations, authorizing the sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the corporation other than in the usual and regular course of business, or authorizing the dissolution of the corporation; and the regular bylaws of the corporation, the articles of incorporation and the provisions of this Act shall continue in full force and effect for such purposes.
(Source: P.A. 84- 1423.)

    (805 ILCS 105/102.35) (from Ch. 32, par. 102.35)
    Sec. 102.35. Incorporation of an association or society.
    (a) When an unincorporated association or society, organized for any of the purposes for which a corporation could be formed under this Act, authorizes the incorporation of the association or society by the same procedure and affirmative vote of its voting members or delegates as its constitution, bylaws, or other fundamental agreement requires for an amendment to its fundamental agreement or, if no such vote is specified, by a majority vote of the voting members present at a duly convened meeting the purpose of which is stated in the notice of the meeting, then following the filing of articles of incorporation under Section 102.10 setting forth those facts and that the required vote has been obtained and upon the filing of the articles of incorporation, the association or society shall become a corporation and the members of the association or society shall become members of the corporation in accordance with provisions in the articles to that effect.
    (b) Upon incorporation, all the rights, privileges, immunities, powers, franchise, authority, and property of the unincorporated association or society shall pass to and vest in the corporation, and all obligations of the unincorporated association or society shall become obligations of the corporation.
(Source: P.A. 92- 33, eff. 7- 1- 01.)