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(805
ILCS 5/Art. 10 heading)
ARTICLE 10. AMENDMENTS
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(805
ILCS 5/10.05) (from Ch. 32, par. 10.05)
Sec.
10.05. Authority to amend articles of incorporation.
(a)
A corporation may amend its articles of incorporation at any
time and from time to time to add a new provision or to change
or remove an existing provision, provided that the articles as
amended contain only such provisions as are required or permitted
in original articles of incorporation at the time of amendment.
The articles as amended must contain all the provisions required
by subsection (a) of Section 2.10 except that the names and addresses
of the initial directors may be omitted and the name of the initial
registered agent or the address of the initial registered office
may be omitted if a statement of change is on file.
(b)
A corporation whose period of duration as provided in the articles
of incorporation has expired may amend its articles of incorporation
to revive its articles and extend the period of corporate duration,
including making the duration perpetual, at any time within 5
years after the date of expiration.
(Source: P.A.
91- 464, eff. 1- 1- 00.)
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(805
ILCS 5/10.10) (from Ch. 32, par. 10.10)
Sec.
10.10. Amendment before issuance of shares. If a corporation
has not issued shares, an amendment to the articles of incorporation
may be adopted by a majority of the incorporators if initial
directors were not named in the articles or have not been elected,
or, if initial directors were named in the articles or have been
elected, an amendment to the articles may be adopted by a majority
of the directors.
(Source: P.A.
83- 1025.)
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(805
ILCS 5/10.15) (from Ch. 32, par. 10.15)
Sec.
10.15. Amendment by directors. A majority of the whole board
of directors of a corporation may adopt one or more amendments
to its articles of incorporation without shareholder action:
(a)
to remove the names and addresses of the initial directors if
such directors were named in the original articles of incorporation;
(b)
to remove the name and address of the initial registered agent
or the address of the initial registered office, if a statement
of change is on file with the Secretary of State;
(c)
to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares
is adversely affected.
(d)
to split all of the issued and authorized, but unissued, shares
of any class, whether or not any shares of the class are issued
or outstanding, by multiplying them by a whole number, so long
as no class or series of shares is adversely affected.
(e)
to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited",
or the abbreviation "corp.", "inc.", "co.",
or "ltd.", for a similar word or abbreviation in the
name, or by adding a geographical attribution to the name;
(f)
to reduce the authorized shares of any class pursuant to a cancellation
statement filed with respect to such shares after acquisition
by the corporation in circumstances in which the articles of
incorporation prohibit reissuance of such shares after acquisition
by the corporation; or
(g)
to restate its articles of incorporation as currently amended;
such restated articles supersede the original articles and all
amendments thereto.
(Source: P.A.
88- 151.)
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(805
ILCS 5/10.20) (from Ch. 32, par. 10.20)
Sec.
10.20. Amendment by directors and shareholders. Any amendment
authorized by Section 10.05 may be adopted by the action of the
directors and shareholders in the following manner:
(a)
The board of directors shall adopt a resolution setting forth
the proposed amendment and directing that it be submitted to
a vote at a meeting of shareholders, which may be either an annual
or a special meeting.
(b)
Written notice setting forth the proposed amendment or a summary
of the changes to be effected thereby shall be given to each
shareholder of record within the time and in the manner provided
in this Act for the giving of notice of meetings of shareholders.
If such meeting be an annual meeting, the proposed amendment,
or such summary as aforesaid, may be included in the notice of
such annual meeting. If the adoption of the amendment would give
any class or series of shares the right to dissent, the notice
shall also enclose a copy of Section 11.70 of this Act or otherwise
provide adequate notice of the right to dissent and the procedures
therefor.
(c)
At such meeting a vote of the shareholders entitled to vote on
the proposed amendment shall be taken. The proposed amendment
shall be adopted upon receiving the affirmative vote of at least
two- thirds of the votes of the shares entitled to vote
on such amendment, unless any class or series of shares is entitled
to vote as a class in respect thereof, in which event the proposed
amendment shall be adopted upon receiving the affirmative votes
of at least two- thirds of the votes of the shares of each
class or series of shares entitled to vote as a class in respect
thereof and of the total votes of the shares entitled to vote
on such amendment.
(d)
The articles of incorporation of a corporation may supersede
the two- thirds vote requirement of subsection (c) by specifying
any smaller or larger vote requirement not less than a majority
of the votes of the shares entitled to vote on the amendment
and not less than a majority of the votes of the shares of each
class or series of shares entitled to vote as a class on the
amendment.
(e)
Any number of amendments may be submitted to the shareholders,
and voted upon by them, at one meeting.
(Source: P.A.
89- 48, eff. 6- 23- 95.)
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(805
ILCS 5/10.25) (from Ch. 32, par. 10.25)
Sec.
10.25. Class voting. Except as provided in Section 10.40, the
holders of the outstanding shares of a class shall be entitled
to vote as a class upon a proposed amendment if the articles
of incorporation so provide or if the amendment would:
(a)
Increase or decrease the aggregate number of authorized shares
of such class.
(b)
Effect an exchange, reclassification, or cancellation of all
or part of the shares of such class.
(c)
Change the designations, preferences, qualifications, limitations,
restrictions, or special or relative rights of the shares of
such class.
(d)
In the case of a preferred or special class of shares, divide
the shares of such class into series and fix or authorize the
board of directors to fix the variations in the relative rights
and preferences between the shares of such series.
(e)
Change the shares of such class into the same or a different
number of shares of the same class or another class or classes.
(f)
Create a right of exchange, of all or any part of the shares
of another class into the shares of such class.
(g)
Create a new class of shares having rights and preferences prior,
superior or substantially equal to those of the shares of such
class, or increase the rights and preferences of any class having
rights and preferences prior, superior or substantially equal
to those of the shares of such class, or increase the rights
and preferences of any class having rights and preferences subordinate
to those of such class if such increase would then make the rights
and preferences substantially equal to or superior to those of
such class.
(h)
Limit or deny the existing preemptive rights of the shares of
such class.
(i)
Cancel or otherwise affect dividends on the shares of such class
which had accumulated but had not been declared.
(j)
Limit or deny the voting rights of the shares of such class.
The
holders of the outstanding shares of a class shall not be entitled
to vote as a class upon a proposed amendment if such class is
divided into series, and the proposed amendment would affect
one or more but not all of such series in one or more of the
ways described in subsections (a) through (i) above. In such
event, the holders of the outstanding shares of any series to
be affected by the proposed amendment shall be entitled to vote
as a class thereon.
(Source: P.A.
83- 1025.)
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(805
ILCS 5/10.30) (from Ch. 32, par. 10.30)
Sec.
10.30. Articles of amendment.
(a)
Except as provided in Section 10.40, the articles of amendment
shall be executed and filed in duplicate in accordance with Section
1.10 of this Act and shall set forth:
(1)
The name of the corporation.
(2)
The text of each amendment adopted.
(3)
If the amendment was adopted by the
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incorporators,
a statement that the amendment was adopted by a
majority of the incorporators, that no shares have
been issued and that the directors were neither
named in the articles of incorporation nor elected
at the time the amendment was adopted.
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(4)
If the amendment was adopted by the directors
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without
shareholder action, a statement that the amendment
was adopted by a majority of the directors and
that shareholder action was not required.
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(5)
Where the amendment was approved by the
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(i)
a statement that the amendment was adopted
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at
a meeting of shareholders by the affirmative vote
of the holders of outstanding shares having not
less than the minimum number of votes necessary
to adopt such amendment, as provided by the articles
of incorporation; or
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(ii)
a statement that the amendment was adopted
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by
written consent signed by the holders of outstanding
shares having not less than the minimum number
of votes necessary to adopt such amendment, as
provided by the articles of incorporation, and
in accordance with Section 7.10 of this Act.
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(6)
If the amendment provides for an exchange,
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reclassification,
or cancellation of issued shares, or a reduction
of the number of authorized shares of any class
below the number of issued shares of that class,
then a statement of the manner in which such amendment
shall be effected.
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(7)
If the amendment effects a change in the amount
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of
paid- in capital, then a statement of the
manner in which the same is effected and a statement,
expressed in dollars, of the amount of paid- in
capital as changed by such amendment.
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(8)
If the amendment restates the articles of
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incorporation,
the amendment shall so state and shall set forth:
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(i)
the text of the articles as restated;
(ii)
the date of incorporation, the name under
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which
the corporation was incorporated, subsequent names,
if any, that the corporation adopted pursuant to
amendment of its articles of incorporation, and
the effective date of any such amendments;
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(iii)
the address of the registered office and
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the
name of the registered agent on the date of filing
the restated articles; and
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(iv)
the number of shares of each class issued
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on
the date of filing the restated articles and the
amount of paid- in capital as of such date.
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The
articles as restated must include all the
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information
required by subsection (a) of Section 2.10, except
that the articles need not set forth the information
required by paragraphs 3, 4 or 6 thereof. If any
provision of the articles of incorporation is amended
in connection with the restatement, the articles
of amendment shall clearly identify such amendment.
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(9)
If, pursuant to Section 10.35, the amendment is
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to
become effective subsequent to the date on which
the certificate of amendment is issued, the date
on which the amendment is to become effective.
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(10)
If the amendment revives the articles of
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incorporation
and extends the period of corporate duration, the
amendment shall so state and shall set forth:
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(i)
the date the period of duration expired
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under
the articles of incorporation;
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(ii)
a statement that the period of duration
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will
be perpetual, or, if a limited duration is to be
provided, the date to which the period of duration
is to be extended; and
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(iii)
a statement that the corporation has been
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in
continuous operation since before the date of expiration
of its original period of duration.
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(b)
When the provisions of this Section have been complied
with, the Secretary of State shall file the articles of
amendment.
(Source: P.A.
92- 33, eff. 7- 1- 01.)
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(805
ILCS 5/10.35) (from Ch. 32, par. 10.35)
Sec.
10.35. Effect of amendment.
(a)
The amendment shall become effective and the articles of incorporation
shall be deemed to be amended accordingly, as of the later of:
(1)
the filing of the articles of amendment by the
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(2)
the time established under the articles of
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amendment,
not to exceed 30 days after the filing of the articles
of amendment by the Secretary of State.
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(b)
If the amendment is made in accordance with the provisions
of Section 10.40, upon the filing of the articles of amendment
by the Secretary of State, the amendment shall become effective
and the articles of incorporation shall be deemed to be
amended accordingly, without any action thereon by the
directors or shareholders of the corporation and with the
same effect as if the amendments had been adopted by unanimous
action of the directors and shareholders of the corporation.
(c)
If the amendment restates the articles of incorporation, such restated
articles of incorporation shall, upon such amendment becoming effective,
supersede and stand in lieu of the corporation's preexisting articles
of incorporation.
(d)
If the amendment revives the articles of incorporation and extends
the period of corporate duration, upon the filing of the articles
of amendment by the Secretary of State, the amendment shall become
effective and the corporate existence shall be deemed to have continued
without interruption from the date of expiration of the original
period of duration, and the corporation shall stand revived with
such powers, duties and obligations as if its period of duration
had not expired; and all acts and proceedings of its officers,
directors and shareholders, acting or purporting to act as such,
which would have been legal and valid but for such expiration,
shall stand ratified and confirmed.
(e)
Each amendment which affects the number of issued shares or the
amount of paid- in capital shall be deemed to be a report
under the provisions of this Act.
(f)
No amendment of the articles of incorporation of a corporation
shall affect any existing cause of action in favor of or against
such corporation, or any pending suit in which such corporation
shall be a party, or the existing rights of persons other than
shareholders; and, in the event the corporate name shall be changed
by amendment, no suit brought by or against such corporation under
its former name shall be abated for that reason.
(Source: P.A.
92- 33, eff. 7- 1- 01; 93- 59, eff. 7- 1- 03.)
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(805
ILCS 5/10.40) (from Ch. 32, par. 10.40)
Sec.
10.40. Amendment pursuant to reorganization. (a) The articles
of incorporation of a corporation may be amended without director
or shareholder action to carry out a plan of reorganization ordered
by a court of competent jurisdiction pursuant to any applicable
statute of the United States if the articles after amendment
contain only provisions required or permitted by Section 2.10
of this Act.
(b)
The individual or individuals designated by the court shall execute,
verify and deliver to the Secretary of State for filing in accordance
with Section 1.10 of this Act, articles of amendment setting
forth:
(1)
the name of the corporation;
(2)
the text of each amendment approved by the court;
(3)
the date of the court's order approving the articles of amendment;
(4)
the title of the reorganization proceeding in which the order
was entered; and
(5)
a statement that the court had jurisdiction of the proceeding
under federal statute.
(c)
Shareholders of a corporation undergoing reorganization do not
have dissenters' rights except and to the extent provided in
the reorganization plan.
(Source: P.A.
83- 1025.)
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