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(805
ILCS 105/Art. 7 heading)
ARTICLE 7. MEMBERS
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(805
ILCS 105/107.03) (from Ch. 32, par. 107.03)
Sec.
107.03. Members.
(a)
A corporation may have one or more classes of members or may
have no members.
(b)
If the corporation has one or more classes of members, the designation
of the class or classes and the qualifications and rights of
the members of each class shall be set forth in the articles
of incorporation or the bylaws. The articles of incorporation
or the bylaws may provide for representatives or delegates of
members and may establish their qualifications and rights.
(c)
If the corporation is to have no members, that fact shall be
set forth in the articles of incorporation or the bylaws.
(d)
A corporation may issue certificate evidencing membership therein.
(e)
The transfer of a certificate of membership in a not- for- profit
corporation in which assets are held for a charitable, religious,
eleemosynary, benevolent or educational purpose, shall be without
payment of any consideration of money or property of any kind
or value to the transferor in respect to such transfer. Any transfer
in violation of this Section shall be void.
(f)
Where the articles of incorporation or bylaws provide that a
corporation shall have no members, or where a corporation has
under its articles of incorporation, bylaws or in fact no members
entitled to vote on a matter, any provision of this Act requiring
notice to, the presence of, or the vote, consent or other action
by members of the corporation in connection with such matter
shall be satisfied by notice to, the presence of, or the vote,
consent or other action of the directors of the corporation.
(g)
A residential cooperative not- for- profit corporation
containing 50 or more single family units with individual unit
legal descriptions based upon a recorded plat of a subdivision
and located in a county with a population between 780,000 and
3,000,000 shall specifically set forth the qualifications and
rights of its members in the Articles of Incorporation and the
bylaws.
(Source: P.A.
91- 465, eff. 8- 6- 99.)
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(805
ILCS 105/107.05) (from Ch. 32, par. 107.05)
Sec.
107.05. Meeting of members.
(a)
Meetings of members may be held either within or without this
State, as may be provided in the bylaws or in a resolution of
the board of directors pursuant to authority granted in the bylaws.
In the absence of any such provision, all meetings shall be held
at the registered office of the corporation in this State.
(b)
An annual meeting of the members entitled to vote may be held
at such time as may be provided in the bylaws or in a resolution
of the board of directors pursuant to authority granted in the
bylaws. Failure to hold the annual meeting at the designated
time shall not work a forfeiture or dissolution of the corporation
nor affect the validity of corporate action. If an annual meeting
has not been held within the earlier of six months after the
end of the corporation's fiscal year or fifteen months after
its last annual meeting and if, after a request in writing directed
to the president of the corporation, a notice of meeting is not
delivered to members entitled to vote within 60 days of such
request, then any member entitled to vote at an annual meeting
may apply to the circuit court of the county in which the registered
office or principal place of business of the corporation is located
for an order directing that the meeting be held and fixing the
time and place of the meeting. The court may issue such additional
orders as may be necessary or appropriate for the holding of
the meeting.
(c)
Special meetings of the members may be called by the president
or by the board of directors. Special meetings of the members
may also be called by such other officers or persons or number
or proportion of members entitled to vote as may be provided
in the articles of incorporation or the bylaws. In the absence
of a provision fixing the number or proportion of members entitled
to vote who are entitled to call a meeting, a special meeting
of members entitled to vote may be called by such members having
one- twentieth of the votes entitled to be cast at such
meeting.
(d)
Unless specifically prohibited by the articles of incorporation
or bylaws, a corporation may allow members entitled to vote to
participate in and act at any meeting through the use of a conference
telephone or interactive technology, including but not limited
to electronic transmission, Internet usage, or remote communication,
by means of which all persons participating in the meeting can
communicate with each other. Participation in such meeting shall
constitute attendance and presence in person at the meeting of
the person or persons so participating.
(e)
For meetings of a not- for- profit corporation organized
for the purpose of residential cooperative housing, consisting
of 50 or more single family dwellings with individual unit legal
descriptions based upon a recorded plat of a subdivision, and
located in a county containing a population between 780,000 and
3,000,000 inhabitants, any member may record by tape, film, or
other means the proceedings at the meetings. The board or the
membership may prescribe reasonable rules and regulations to
govern the making of the recordings. The portion of any meeting
held to discuss violations of rules and regulations of the corporation
by a residential shareholder shall be recorded only with the
affirmative assent of that shareholder.
(Source: P.A.
91- 465, eff. 8- 6- 99; 92- 771, eff. 8- 6- 02.)
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(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 without a meeting and without a vote, if
a consent in writing, setting forth the action so taken, shall
be signed either: (i) by all of the members entitled to vote
with respect to the subject matter thereof, or (ii) by the members
having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which
all members entitled to vote thereon were present and voting.
(b)
If such consent is signed by less than all of the members entitled
to vote, then such consent shall become effective only: (1) if,
at least 5 days prior to the effective date of such consent,
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, and (2) if, after the effective date of such consent,
prompt notice in writing of the taking of the corporate action
without a meeting is delivered to those members entitled to vote
who have not consented in writing.
(c)
In the event that the action which is consented to 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 written consent
has been given in accordance with the provisions of this Section
and that written notice has been delivered as provided in this
Section.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/107.15) (from Ch. 32, par. 107.15)
Sec.
107.15. Notice of members' meetings. Written notice stating the
place, day, and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than 5 nor more than 60 days before
the date of the meeting, or in the case of a removal of one or
more directors, a merger, consolidation, dissolution or sale,
lease or exchange of assets not less than 20 nor more than 60
days before the date of the meeting, by or at the direction of
the president, or the secretary, or the officer or persons calling
the meeting, to each member of record entitled to vote at such
meeting. A residential cooperative not- for- profit
corporation containing 50 or more single family units with individual
unit legal descriptions based upon a recorded plat of a subdivision
and located in a county with a population between 780,000 and
3,000,000 shall, in addition to the other requirements of this
Section, post notice of member's meetings in conspicuous places
in the residential cooperative at least 48 hours prior to the
meeting of the members.
(Source: P.A.
91- 465, eff. 8- 6- 99.)
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(805
ILCS 105/107.20) (from Ch. 32, par. 107.20)
Sec.
107.20. Waiver of notice. Whenever any notice whatever is required
to be given under the provisions of this Act or under the provisions
of the articles of incorporation or bylaws of any corporation,
a waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice. Attendance
at any meeting shall constitute waiver of notice thereof unless
the person at the meeting objects to the holding of the meeting
because proper notice was not given.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/107.25) (from Ch. 32, par. 107.25)
Sec.
107.25. Fixing record date for voting. For the purpose of determining
members entitled to notice of or to vote at any meeting of members,
or in order to make a determination of members for any other
proper purpose, the board of directors of a corporation may fix
in advance a date as the record date for any such determination
of members, such date in any case to be not more than 60 days
and, for a meeting of members, not less than 5 days, or in the
case of a merger, consolidation, dissolution or sale, lease or
exchange of assets, not less than 20 days, immediately preceding
such meeting. If no record date is fixed for the determination
of members entitled to notice of or to vote at a meeting of members,
the date on which notice of the meeting is delivered shall be
the record date for such determination of members. When a determination
of members entitled to vote at any meeting of members has been
made as provided in this Section, such determination shall apply
to any adjournment thereof. In lieu of the board of directors
from time to time establishing record dates, the bylaws of the
corporation may establish a mechanism for determining record
dates in all or specified instances.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/107.35) (from Ch. 32, par. 107.35)
Sec.
107.35. Inspectors. At any meeting of members, the chairman of
the meeting may, or upon the request of any members shall, appoint
one or more persons as inspectors for such meeting, unless an
inspector or inspectors shall have been previously appointed
for such meeting in the manner provided by the bylaws of the
corporation.
Such
inspectors shall ascertain and report the number of votes represented
at the meeting, based upon their determination of the validity
and effect of proxies; count all votes and report the results;
and do such other acts as are proper to conduct the election
and voting with impartiality and fairness to all the members.
Each
report of an inspector shall be in writing and signed by him
or her or by a majority of them if there be more than one inspector
acting at such meeting. If there is more than one inspector,
the report of a majority shall be the report of the inspectors.
The report of the inspector or inspectors on the number of votes
represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/107.40) (from Ch. 32, par. 107.40)
Sec.
107.40. Voting. (a) The right of the members, or any class or
classes of members, to vote may be limited, enlarged or denied
to the extent specified in the articles of incorporation or the
bylaws. Unless so limited, enlarged or denied, each member, regardless
of class, shall be entitled to one vote on each matter submitted
to a vote of members.
(b)
The articles of incorporation or the bylaws may provide that
in all elections for directors every member entitled to vote
shall have the right to cumulate his or her vote and to give
one candidate a number of votes equal to his or her vote multiplied
by the number of directors to be elected, or to distribute such
votes on the same principle among as many candidates as he or
she shall think fit.
(c)
If a corporation has no members or its members have no right
to vote, the directors shall have the sole voting power.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/107.50) (from Ch. 32, par. 107.50)
Sec.
107.50. Proxies. A member entitled to vote may vote in person
or, unless the articles of incorporation or the bylaws otherwise
provide, by proxy executed in writing by the member or by that
member's duly authorized attorney- in- fact. No proxy
shall be valid after 11 months from the date of its execution,
unless otherwise provided in the proxy. Where directors or officers
are to be elected by members, the bylaws may provide that such
elections may be conducted by mail.
(Source: P.A.
84- 1423.)
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(805
ILCS 105/107.60) (from Ch. 32, par. 107.60)
Sec.
107.60. Quorum of members entitled to vote. Unless otherwise
provided by the articles of incorporation or the bylaws, members
holding one- tenth of the votes entitled to be cast on a
matter, represented in person or by proxy, shall constitute a
quorum for consideration of such matter at a meeting of members.
If a quorum is present, the affirmative vote of a majority of
the votes present and voted, either in person or by proxy, shall
be the act of the members, unless the vote of a greater number
or voting by classes is required by this Act, the articles of
incorporation or the bylaws. The articles of incorporation or
bylaws may require any number or percent greater or smaller than
one- tenth up to and including a requirement of unanimity
to constitute a quorum.
(Source: P.A.
84- 1423.)
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