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(805
ILCS 5/Art. 3 heading)
ARTICLE 3. PURPOSES AND POWERS
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(805
ILCS 5/3.05) (from Ch. 32, par. 3.05)
Sec.
3.05. Purposes. Corporations for profit may be organized under
this Act for any lawful purpose or purposes, except for the purpose
of banking or insurance; provided, however, that corporations
may be organized under this Act for the purpose of buying, selling,
or otherwise dealing in notes (not including the discounting
of bills and notes and not including the buying and selling of
bills of exchange), open accounts, and other similar evidences
of debt, for the purpose of carrying on the business of a syndicate
or limited syndicate under Article V- 1/2 of the Illinois
Insurance Code, or for the purpose of carrying on business as
a member of a group including incorporated and individual unincorporated
underwriters when the Director of Insurance finds that the group
meets the requirements of subsection (3) of Section 86 of the
Illinois Insurance Code and the corporations, if insolvent, are
subject to liquidation by the Director of Insurance under Article
XIII of the Illinois Insurance Code.
Medical
corporations, as authorized by the Medical Corporation Act, may
be organized under this Act.
Professional
Service Corporations, as authorized by the Professional Service
Corporation Act, may be organized under this Act.
(Source: P.A.
88- 535.)
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(805
ILCS 5/3.10) (from Ch. 32, par. 3.10)
Sec.
3.10. General powers. Each corporation shall have power:
(a)
To have perpetual succession by its corporate name unless a limited
period of duration is stated in its articles of incorporation.
(b)
To sue and be sued, complain and defend, in its corporate name.
(c)
To have a corporate seal which may be altered at pleasure, and
to use the same by causing it, or a facsimile thereof, to be
impressed or affixed or in any other manner reproduced, provided
that the affixing of a corporate seal to an instrument shall
not give the instrument additional force or effect, or change
the construction thereof, and the use of a corporate seal is
not mandatory.
(d)
To purchase, take, receive, lease as lessee, take by gift, legacy,
or otherwise acquire, and to own, hold, use, and otherwise deal
in and with any real or personal property, or any interest therein,
situated in or out of this State.
(e)
To sell and convey, mortgage, pledge, lease as lessor, and otherwise
dispose of all or any part of its property and assets.
(f)
To lend money to its directors, officers, employees and agents.
(g)
To purchase, take, receive, subscribe for, or otherwise acquire,
own, hold, vote, use, employ, sell, mortgage, loan, pledge, or
otherwise dispose of, and otherwise use and deal in and with,
shares or other interests in, or obligations of, other domestic
or foreign corporations, associations, partnerships, or individuals
and, subject to the provisions of Sections 9.05 and 9.10 of this
Act, to purchase, take, receive, or otherwise acquire, hold,
own, pledge, transfer, or otherwise dispose of its own shares.
However, if applicable, each corporation shall comply with the
provisions of The Illinois Bank Holding Company Act of 1957.
(h)
To incur liabilities; to borrow money for its corporate purposes
at such rates of interest as the corporation may determine without
regard to the restrictions of any usury law of this State, to
issue its notes, bonds, and other obligations; to secure any
of its obligations by mortgage, pledge, or deed of trust of all
or any of its property, franchises, and income; and to make contracts,
including contracts of guaranty and suretyship, but a corporation
may not be organized hereunder for the purpose of insurance.
(i)
To invest its surplus funds from time to time and to lend money
for its corporate purposes, and to take and hold real and personal
property as security for the payment of funds so invested or
loaned.
(j)
To conduct its business, carry on its operations, and have offices
within and without this State and to exercise in any other state,
territory, district, or possession of the United States, or in any foreign country,
the powers granted by this Act.
(k)
To elect or appoint officers and agents of the corporation, and
define their duties and fix their compensations.
(l)
To make and alter by- laws, not inconsistent with its articles
of incorporation or with the laws of this State, except as provided
in Section 2.30, for the administration and regulation of the
affairs of the corporation.
(m)
To make donations for the public welfare or for charitable, scientific,
religious or educational purposes; to lend money to the State
or Federal government; and, to transact any lawful business in
aid of the United States.
(n)
To cease its corporate activities and surrender its corporate
franchise.
(o)
To establish deferred compensation plans, pension plans, profit- sharing
plans, share bonus plans, share option plans, and other incentive
plans for its directors, officers and employees and to make the
payments and issue the shares provided for therein.
(p)
To indemnify its directors, officers, employees or agents in
accordance with and to the extent permitted by Section 8.75 of
this Act.
(q)
To be a promoter, partner, member, associate or manager of any
partnership, joint venture or other enterprise.
(r)
To have and exercise all powers necessary or convenient to effect any
or all of the purposes for which the corporation is formed.
(Source: P.A.
88- 151.)
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(805
ILCS 5/3.15) (from Ch. 32, par. 3.15)
Sec.
3.15. Defense of Ultra Vires. No act of a corporation and no
conveyance or transfer of real or personal property to or by
a corporation shall be invalid by reason of the fact that the
corporation was without capacity or power to do such act or to
make or receive such conveyance or transfer, but such lack of
capacity or power may be asserted:
(a)
In a proceeding by a shareholder against the corporation to enjoin
the doing of any act or acts or the transfer of real or personal
property by or to the corporation. If the unauthorized acts or
transfer sought to be enjoined are being, or are to be, performed
or made pursuant to any contract to which the corporation is
a party, the court may, if all of the parties to the contract
are parties to the proceeding and if it deems the same to be
equitable, set aside and enjoin the performance of such contract,
and in so doing shall allow to the corporation or the other parties,
as the case may be, compensation for the loss or damage sustained
by either of them which may result from the action of the court
in setting aside and enjoining the performance of such contract,
but anticipated profits to be derived from the performance of
the contract shall not be awarded by the court as a loss or damage
sustained.
(b)
In a proceeding by the corporation, whether acting directly or
through a receiver, trustee, or other legal representative, or
through shareholders in a representative suit, against the officers
or directors of the corporation for exceeding their authority.
(c)
In a proceeding by the State, as provided in this Act, to dissolve
the corporation, or in a proceeding by the State to enjoin the
corporation from the transaction of unauthorized business.
(Source: P.A.
83- 1025.)
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(805
ILCS 5/3.20) (from Ch. 32, par. 3.20)
Sec.
3.20. Unauthorized assumption of corporate powers. All persons
who assume to exercise corporate powers without authority so
to do shall be jointly and severally liable for all debts and
liabilities incurred or arising as a result thereof.
(Source: P.A.
83- 1025.)
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(805
ILCS 5/3.25)
Sec.
3.25. Locale misrepresentation.
(a)
A person shall not advertise or cause to be listed in a telephone
directory an assumed or fictitious business name that intentionally
misrepresents where the business is actually located or operating
or falsely states that the business is located or operating in
the area covered by the telephone directory. This subsection
(a) does not apply to a telephone service provider or to the
publisher or distributor of a telephone service directory, unless
the conduct prescribed in this subsection (a) is on behalf of
that telephone service provider or that publisher or distributor.
(b)
This Section does not apply to any foreign corporation, the stock
of which is traded on a national stock exchange,
that has gross annual revenues in excess of $100,000,000.
(c)
A foreign corporation that violates this Section is guilty of
a petty offense and must be fined not less than $501 and not
more than $1,000. A foreign corporation is guilty of an additional
offense for each additional day in violation of this Section.
(Source: P.A.
91- 906, eff. 1- 1- 01.)
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