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(805 ILCS 310/1) (from
Ch. 32, par. 305) Sec. 1. Any 5 or more subscribers to the
shares of the capital stock of a corporation to be
organized under this Act who may be desirous of uniting
as mechanics, laborers, agriculturists, or in any
other capacity in any co-operative association
for the purpose of purchasing of or selling to all
shareholders and others, all sorts of groceries,
provisions and any other articles of merchandise,
for cash or otherwise at wholesale or retail, at
such reasonable prices over the cost thereof as will
enable the members of such association to obtain
or dispose of such commodities at the smallest practicable
rate of cost and also, if desired, to manufacture
any articles of trade or merchandise such as flour,
meal, boots, shoes, clothing, groceries and to sell
same as above stated, or for the purpose of cultivating
and raising vegetables, fruits or other products,
or animals for food for said members or to sell same
as above stated, or who may be desirous of engaging
as shareholders in any association for the conducting
of a general agricultural or horticultural business,
or any combination of the 2 for the purpose of growing
or producing general or special agricultural, horticultural,
orchard, garden, nursery or dairy produce, or for
the manufacture and sale, or the sale, or the purchasing
of, or the dealing in any of the commodities mentioned
in this section either at wholesale or retail, either
for the use of such shareholders or for sale to other
persons, or who may be desirous of becoming interested
in other like associations--may become
incorporated for that purpose by making a statement
to that effect under their signatures and duly acknowledged
before an officer authorized to take acknowledgments,
setting forth: (a) the name of the corporation; (b)
the address, including street and number, if any,
of its initial registered office in this State, and
the name of its initial registered agent at such
address; (c) the period of duration, which may be
perpetual; (d) the name and address, including street
and number, if any, of each incorporator; (e) the
purpose or purposes for which the corporation is
organized; (f) the aggregate number of shares which
the corporation shall have authority to issue; and
if the shares are to consist of one class only, the
par value of each of the shares; or, if the shares
are to be divided into classes, the number of shares
of each class, if any, that are to have a par value
of each share of each such class, and the number
of shares of each class, if any, that are to be without
par value; (g) if the shares are to be divided into
classes, the designation of each class and a statement
of the preferences, qualifications, limitations,
restrictions, and the special or relative rights
in respect of the shares of each class; (h) the number
and class of shares to be issued by the corporation
before it commences business, and the consideration
to be received by the corporation therefor, which
shall be not less than $1,000. If shares of more
than one class are to be issued, the consideration
for shares of each class shall be separately stated;
(i) the number of directors to be elected at the
first meeting of shareholders; (j) any provisions,
not inconsistent with law, which the incorporators
may choose to insert, for the regulation of the internal
affairs of the corporation.
(Source: P.A. 84-550.) |
(805 ILCS 310/2) (from
Ch. 32, par. 306) Sec. 2. No person shall be permitted to subscribe
for more than 5 shares of the capital stock of such
association, nor shall any person be permitted to
own or control more than 5 shares of the capital
stock of such association. The shares of stock shall
not be less than $5 nor more than $100 a share, and
subscriptions thereto shall be made payable to the
association at such time or times and in such manner
as shall be determined by the directors. No stock
shall be issued except at its par value and no stock
shall be issued in amount to exceed $500 to any one
shareholder, except as hereinafter provided for in
Section 12 of this Act.
No commission shall be directly or
indirectly charged, secured, or collected for selling
stock in such association, and any person, firm or
corporation, charging, receiving or procuring, directly
or indirectly, any such commission commits a petty
offense and shall be fined not less than $5 nor more
than $100.
(Source: P. A. 77-2377.) |
(805 ILCS 310/3) (from
Ch. 32, par. 307) Sec. 3. Corporations organized under this
act may provide in their by-laws that when
a shareholder is desirous of disposing of his stock,
he shall first give the corporation an opportunity
to purchase the same, after reasonable notice; and
nothing in this act shall be construed as prohibiting
or preventing the making of an agreement between
the subscribers or purchasers of such shares that
they and each of the subscribers to the shares of
capital stock of such corporation, and subsequent
purchasers of shares shall, before disposing of their
shares, give to the said corporation an opportunity
to purchase the same, after reasonable notice, at
the amount paid for said shares to said corporation
and reasonable interest thereon. All shares purchased
by the corporation under the provisions of this section
shall be held only for sale to new shareholders.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/4) (from
Ch. 32, par. 308) Sec. 4. Duplicate originals of the articles
of incorporation shall be delivered to the Secretary
of State. If the Secretary of State finds that the
articles of incorporation conform to law, he shall,
when all franchise taxes, fees, and charges have
been paid: (a) Endorse on each of such duplicate
originals the word "Filed," and the month, day, and
year of the filing thereof; (b) file one of such
duplicate originals in his office; (c) issue a certificate
of incorporation to which he shall affix the other
duplicate original. The certificate of incorporation,
together with the duplicate original of the articles
of incorporation affixed thereto by the Secretary
of State, shall be returned to the incorporators
or their representative and within 15 days from the
date thereof shall be filed for record in the office
of the recorder of the county in which the registered
office of the corporation in this State is situated.
Upon the issuance of the certificate of incorporation
by the Secretary of State, the corporate existence
shall begin, and such certificate of incorporation
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. 83-358.) |
(805 ILCS 310/5) (from
Ch. 32, par. 309) Sec. 5. Such corporations shall be required
to file in the office of the Secretary of State the
same reports and to pay to him the same license fees,
franchise taxes and other fees, as required of corporations
organized under an act entitled "An Act to revise
the law relating to corporations for pecuniary profit," filed
July 13, 1933, and all amendments thereto.
(Source: Laws 1935, p. 606.) |
(805 ILCS 310/6) (from
Ch. 32, par. 310) Sec. 6. Associations formed under this act
shall be bodies corporate and politic for the period
for which they are organized, may sue and be sued,
may have a common seal, which they may alter or renew
at pleasure, may own, possess and enjoy so much real
and personal estate as shall be necessary for the
transaction of their business, and may sell and dispose
of the same when, in the opinion of the shareholders,
it is not required for the use of the association.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/7) (from
Ch. 32, par. 311) Sec. 7. Every such association shall be managed
by a board of not less than 5 directors. The directors
shall be elected by and from the shareholders of
the association at such time and for such term of
office as the by-laws may prescribe and shall
hold office for the time for which elected, and until
their successors are elected, and shall enter upon
the discharge of their duties; but a majority of
the shareholders voting in person or by proxy shall
have the power at any regular or special shareholders'
meeting, legally called, to remove any director or
officer for cause and to fill the vacancy, and thereupon
the director or officer so removed shall cease to
be a director or officer of the association. The
officers of every such association shall be a president,
one or more vice presidents, a secretary and a treasurer,
who shall be elected annually by the directors, and
a manager who shall be under the control of the directors
at all times, and each of the officers, except the
manager, may be a director of the association. The
office of the secretary and the treasurer can be
combined, and when so combined the person holding
the offices shall be the secretary-treasurer.
(Source: P. A. 76-1068.) |
(805 ILCS 310/8) (from
Ch. 32, par. 312) Sec. 8. The association may amend its articles
of incorporation by a two-thirds vote of its
shareholders at any regular shareholders' meeting
called for that purpose, or at a special meeting
on 10 days' notice to the shareholders: In either
case the power to amend the articles of incorporation
shall include the power to increase or diminish the
amount of capital stock and the number and par value
of shares, the par value, however, not to be reduced
below that provided for in this act; Provided, however,
that the amount of the capital stock shall not be
diminished below the amount of paid up capital at
the time the amendment is adopted, unless there be,
at that time, in the treasury sufficient undivided
profits over and above all legal debts or other like
obligations to off-set the capital so returned
to shareholders. Within 30 days after the adoption
of an amendment to its articles of incorporation
the association shall cause a certified copy of such
amendment to be recorded in the office of the Secretary
of State and of the recorder in the county where
the principal place of business is located.
(Source: P.A. 83-358.) |
(805 ILCS 310/9) (from
Ch. 32, par. 313) Sec. 9. No shareholder in any association
shall own more than five shares nor of a greater
aggregate par value than five hundred dollars, except
as hereinafter provided.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/10) (from
Ch. 32, par. 314) Sec. 10. At any regular or special meeting,
legally called, an association organized under this
Act or as a co-operative association under "The
General Corporation Act", approved June 28, 1919,
as amended may, by a majority vote of its members
invest not to exceed twenty-five per cent of
its paid-up common stock and reserve fund in
the capital stock of any corporation or other co-operative
association; and any association organized under
this Act or organized as a co-operative association
under the General Incorporation Act, which is a member
of, and is selling its products to or through or
buying products from or through another association
organized under this Act, or as a co-operative
association under the General Incorporation Act,
may hold stock in such latter association to any
amount which is necessary in order that continuous
capital may be raised for such latter association
from its member associations, based in amount upon
the volume of business transacted by such member
associations with said association: Provided, however,
that ten days' notice has been previously given to
each shareholder, stating in said notice the purpose
of the meeting.
(Source: P.A. 83-333.) |
(805 ILCS 310/11) (from
Ch. 32, par. 315) Sec. 11. Whenever an association created under
this act shall purchase the business of another association,
person or persons, it may pay for the same in whole
or in part by issuing shares of its capital stock
to an amount, which at par value, would equal the
fair market value of the business so purchased, and
in such case the transfer to the association of such
business at such valuation shall be equivalent to
payment in cash for the shares of stock so issued.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/12) (from
Ch. 32, par. 316) Sec. 12. In case the cash value of such purchased
business exceeds five hundred dollars, the directors
of the association are authorized to hold the shares
in excess of five hundred dollars in trust for the
vendor or his assignee and dispose of the same to
such persons, and within such times as may be mutually
satisfactory to the parties in interest, and to pay
the proceeds thereof as currently received to the
former owner of said shares. Certificates of stock
shall not be issued to any subscriber until fully
paid, but the by-laws of the association may
allow subscribers to vote as shareholders: Provided,
part of the stock subscribed has been paid in cash.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/13) (from
Ch. 32, par. 317) Sec. 13. Corporations organized under this
Act may borrow money at legal rates of interest and
pledge their property, both real and personal, to
secure payment thereof, and may have and exercise
all power necessary and requisite to carry into effect
the objects for which they may be formed.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/14) (from
Ch. 32, par. 318) Sec. 14. At any regularly called general or
special meeting of the shareholders a written vote
received by mail from any absent shareholder and
signed by him may be read in such meeting, and shall
be equivalent to a vote of each of the shareholders
so signing; provided, he has been previously notified
in writing of the exact motion or resolution upon
which such vote is taken, and a copy of same is forwarded
with and attached to the vote so mailed by him.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/15) (from
Ch. 32, par. 319) Sec. 15. So much of the profits or earnings
of such association, as may seem best to the directors,
shall be distributed to those entitled thereto by
its by-laws, and in the proportions and at
the times therein prescribed, which shall be as often
as once in twelve months, provided that any member
failing to keep on deposit with such association
the amount or amounts from time to time required
to be kept on deposit by its by-laws shall
share in any such distribution only in the proportion
to which he has complied with such by-laws.
(Source: Laws 1965, p. 2179.) |
(805 ILCS 310/16) (from
Ch. 32, par. 320) Sec. 16. Every association organized under
the terms of this Act shall annually, on or before
the first day of March of each year, make a report
of the condition and business of the association
as of December 31 of the preceding year, to the Secretary
of State, such report shall contain the name of the
company, its principal place of business in this
State and generally a statement as to its business,
showing total amount of business transacted, amount
of capital stock subscribed for and paid in, number
of shareholders, total expense of operation, amount
of indebtedness or liabilities, and its profits and
losses.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/17) (from
Ch. 32, par. 321) Sec. 17. All co-operative corporations
and joint stock corporations, companies, associations,
voluntary unincorporated associations or partnerships
heretofore organized under prior statutes, or who
shall be doing business as co-operative institutions
with the objects enumerated in this Act, shall have
the benefit of the provisions of this Act and be
bound thereby, on filing with the Secretary of State
a written declaration, signed and sworn to by the
president and secretary, to the effect, that it or
they, have by a two-thirds vote of its shareholders
or its members, decided to accept the benefits of
this Act and be bound by the same.
(Source: Laws 1917, p. 303.) |
(805 ILCS 310/18) (from
Ch. 32, par. 322) Sec. 18. All stock subscribed for shall be
paid for within one year and in default thereof shall
be forfeited with the payments made thereon to the
society.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/19) (from
Ch. 32, par. 323) Sec. 19. The by-laws shall provide that
the profits shall be distributed, first-upon
stock and to purchasers or sellers (customers) based
upon the percentage of purchases, or sales; or, second-to
purchasers or sellers exclusively, based upon the
percentage of purchasers or sales; and no vested
interest shall attach to any of the above methods
which shall prevent changing from and substituting
another provision provided herein.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/20) (from
Ch. 32, par. 324) Sec. 20. Societies incorporated under this
Act may purchase and own stock in other societies
incorporated under this Act, or similar Co-operative
Acts of other States, or incorporations of this or
other States organized to promote and inculcate the
principles of co-operation, with the same voice
and voting power as provided for individual shareholders,
as limited in section 10 of this Act.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/21) (from
Ch. 32, par. 325) Sec. 21. Shareholders may vote in person or
by written proxy. (Source: Laws 1915, p. 325.) |
(805 ILCS 310/22) (from
Ch. 32, par. 326) Sec. 22. No corporation or association hereafter
organized or doing business for profit in this State
shall be entitled to use the term "Co-operative" as
a part of its corporate or other business name or
title unless it has complied with the provisions
of this Act, except a corporation or association
organized under the General Not For Profit Corporation
Act of 1986 for the purpose of ownership or administration
of residential property on a cooperative basis, or
a corporation or association organized under the
Business Corporation Act of 1983 for the same purpose.
Any corporation or association violating the provision
of this Section may be enjoined from doing business
under such name at the instance of any shareholder
of any association or corporation organized under
this Act.
(Source: P.A. 90-233, eff. 7-25-97.) |
(805 ILCS 310/23) (from
Ch. 32, par. 327) Sec. 23. Every assignment or transfer of stock
shall be recorded in the books of the association,
and each shareholder shall be liable jointly with
the association as well as severally, for the debts
of the association only to the extent of the amount
that may be unpaid upon the share or shares held
by him. No assignor of a share or shares shall be
released from any such indebtedness by reason of
the assignment of his share or shares, but shall
remain liable jointly with the assignee and the association,
or severally until the stock is fully paid up.
No assignment shall be made to any
person who already holds shares of stock to the limit
provided for in this Act and any assignment of stock
shall be made only with the approval of a majority
of the directors, and no transfer of stock shall
be made except by the consent of the directors as
shown on the records of the association: Provided,
that any person demanding the assignment or transfer
of any share or shares in such association to himself
shall have the right to appeal from the action of
the board of directors, to the members of the association
at its first regular or special meeting thereafter,
and ask that he be admitted to the association as
a shareholder, and the action of the shareholders
at such meeting shall be final; and also provided
that such shareholders shall not have the power to
direct the transfer of stock to any person in excess
of the amount which such individual shareholder may
hold under the terms of this Act.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/24) (from
Ch. 32, par. 328) Sec. 24. Shareholders at any regular meeting
or any special meeting called for that purpose may
adopt by-laws not inconsistent with the provisions
of this Act.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/25) (from
Ch. 32, par. 329) Sec. 25. The invalidity of any portion of
this Act shall in no way affect the validity of any
other portion thereof which can be given effect without
such invalid part.
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/26) (from
Ch. 32, par. 330) Sec. 26. This Act may be cited as the "Co-operative
Act."
(Source: Laws 1915, p. 325.) |
(805 ILCS 310/27) (from
Ch. 32, par. 331) Sec. 27. The Secretary of State shall provide
uniform blanks for the use of associations incorporated
under this Act.
(Source: Laws 1915, p. 325.) |
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