(805 ILCS 105/108.05) (from Ch. 32, par. 108.05)
    Sec. 108.05. Board of directors.
    (a) Each corporation shall have a board of directors, and except as provided in articles of incorporation or the bylaws, the affairs of the corporation shall be managed by or under the direction of the board of directors.
    (b) The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a member of the corporation unless the articles of incorporation or bylaws so prescribe. The articles of incorporation or the bylaws may prescribe other qualifications for directors.
    (c) Unless otherwise provided in the articles of incorporation or bylaws, the board of directors, by the affirmative vote of a majority of the directors then in office, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, notwithstanding the provisions of Section 108.60 of this Act.
    (d) No director may act by proxy on any matter.
(Source: P.A. 87- 854.)

    (805 ILCS 105/108.10) (from Ch. 32, par. 108.10)
    Sec. 108.10. Number, election and resignation of directors. (a) The board of directors of a corporation shall consist of three or more directors. The number of directors shall be fixed by the bylaws, except the number of initial directors shall be fixed by the incorporators in the articles of incorporation. In the absence of a bylaw fixing the number of directors, the number shall be the same as that fixed in the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws.
    (b) The bylaws may establish a variable range for the size of the board by prescribing a minimum and maximum (which may not be less than 3 or exceed the minimum by more than 5) number of directors. If a variable range is established, unless the bylaws otherwise provide, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the directors without further amendment to the bylaws.
    (c) The terms of all directors expire at the next meeting for the election of directors following their election unless their terms are staggered under subsection (e). The term of a director elected to fill a vacancy expires at the next annual meeting of the members entitled to vote at which his or her predecessor's term would have expired or in accordance with Section 108.30 of this Act. The term of a director elected as a result of an increase in the number of directors expires at the next annual meeting of members entitled to vote unless the term is staggered under subsection (e).
    (d) Despite the expiration of a director's term, he or she continues to serve until the next meeting of members entitled to vote on directors at which directors are elected. A decrease in the number of directors does not shorten an incumbent director's term.
    (e) The articles of incorporation or the bylaws may provide that directors may be divided into classes and the terms of office of several classes need not be uniform. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified.
    (f) If the articles of incorporation or bylaws authorize dividing the members into classes, the articles may also authorize the election of all or a specified number or percentage of directors by one or more authorized classes of members.
    (g) A director may resign at any time by written notice delivered to the board of directors, its chairman, or to the president or secretary of the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
(Source: P.A. 84- 1423.)

    (805 ILCS 105/108.15) (from Ch. 32, par. 108.15)
    Sec. 108.15. Quorum of directors. (a) Unless otherwise provided in the articles of incorporation or the bylaws, a majority of the directors then in office shall constitute a quorum; provided, that in no event shall a quorum consist of less than one- third of the directors then in office.
    (b) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.
    (c) Unless specifically prohibited by the articles of incorporation or bylaws, directors or nondirector committee members may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment 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.
(Source: P.A. 84- 1423.)

    (805 ILCS 105/108.20) (from Ch. 32, par. 108.20)
    Sec. 108.20. Place of directors' meetings. Regular or special meetings of the board of directors may be held either within or without this State.
(Source: P.A. 84- 1423.)

    (805 ILCS 105/108.21) (from Ch. 32, par. 108.21)
    Sec. 108.21. Meetings of the board of directors of a residential cooperative not- for- profit corporation containing 24 or more units shall be open to any member, except for the portion of any meeting held (i) to discuss litigation when an action against or on behalf of the corporation has been filed and is pending in a court or administrative tribunal, or when the board of directors finds that such an action is probable or imminent, (ii) to consider information regarding appointment, employment or dismissal of an employee, or (iii) to discuss violations of rules and regulations of the corporation by a residential shareholder. Any member may record by tape, film or other means the proceedings at such meetings or portions thereof required to be open by this Section. The board may prescribe reasonable rules and regulations to govern the right to make such recordings. Notice of such meetings shall be mailed or delivered at least 48 hours prior thereto, unless a written waiver of such notice is signed by the person or persons entitled to such notice pursuant to the articles of incorporation, bylaws, other instrument before the meeting is convened. Copies of notices of meetings of the board of directors shall be posted in entranceways, elevators, or other conspicuous places in the residential cooperative at least 48 hours prior to the meeting of the board of directors. If there is no common entranceway for 7 or more apartments, the board of directors may designate one or more locations in the proximity of such units where the notices of meetings shall be posted. For purposes of this Section, "meeting of the board of directors" means any gathering of a quorum of the members of the board of directors of the residential cooperative held for the purpose of discussing business of the cooperative. The provisions of this Section shall apply to any residential cooperative containing 24 or more units situated in the State of Illinois regardless of where such cooperative may be incorporated.
(Source: P.A. 91- 465, eff. 8- 6- 99; 92- 638, eff. 1- 1- 03.)

    (805 ILCS 105/108.25) (from Ch. 32, par. 108.25)
    Sec. 108.25. Notice of directors' meetings. Meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless provided otherwise in the articles of incorporation or the bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, except that no special meeting of directors may remove a director under Section 108.35(b) of this Act unless written notice of the proposed removal is delivered to all directors at least twenty days prior to such meeting.
(Source: P.A. 84- 1423.)

    (805 ILCS 105/108.30) (from Ch. 32, par. 108.30)
    Sec. 108.30. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control. A director elected or appointed,