|
(805
ILCS 5/Art. 7 heading)
ARTICLE 7. SHAREHOLDERS
|
(805
ILCS 5/7.05) (from Ch. 32, par. 7.05)
Sec.
7.05. Meetings of shareholders. Meetings of shareholders may
be held either within or without this State, as may be provided
in the by- laws or in a resolution of the board of directors
pursuant to authority granted in the by- laws. In the absence
of any such provision, all meetings shall be held at the registered
office of the corporation in this State.
An
annual meeting of the shareholders shall be held at such time
as may be provided in the by- laws or in a resolution of
the board of directors pursuant to authority granted in the by- laws.
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 given within 60
days of such request, then any shareholder 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.
Unless
specifically prohibited by the articles of incorporation or by- laws,
a corporation may allow shareholders to participate in and act
at any meeting of the shareholders 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. A shareholder entitled to vote at
a meeting of the shareholders shall be permitted to attend the
meeting where space permits, and subject to the corporation's
by- laws and rules governing the conduct of the meeting
and the power of the chairman to regulate the orderly conduct
of the meeting. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person
or persons so participating.
Special
meetings of the shareholders may be called by the president,
by the board of directors, by the holders of not less than one- fifth
of all the outstanding shares entitled to vote on the matter
for which the meeting is called or by such other officers or
persons as may be provided in the articles of incorporation or
the by- laws.
(Source: P.A.
94- 655, eff. 1- 1- 06.)
|
(805
ILCS 5/7.10) (from Ch. 32, par. 7.10)
Sec.
7.10. Informal action by shareholders. (a) Unless otherwise provided
in the articles of incorporation or Section 12.10 of this Act,
any action required by this Act to be taken at any annual or
special meeting of the shareholders of a corporation, or any
other action which may be taken at a meeting of the shareholders,
may be taken without a meeting and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed
(i) by the holders of outstanding shares 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 shares entitled
to vote thereon were present and voting or (ii) by all of the
shareholders entitled to vote with respect to the subject matter
thereof. If such consent is signed by less than all of the shareholders
entitled to vote, then such consent shall become effective only
if at least 5 days prior to the execution of the consent a notice
in writing is delivered to all the shareholders entitled to vote
with respect to the subject matter thereof and, after the effective
date of the consent, prompt notice of the taking of the corporation
action without a meeting by less than unanimous written consent
shall be delivered in writing to those shareholders who have
not consented in writing.
(b)
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 shareholders
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 shareholders, that written consent
has been delivered in accordance with the provisions of this
Section and that written notice has been delivered as provided
in this Section.
(Source: P.A.
84- 924.)
|
(805
ILCS 5/7.15) (from Ch. 32, par. 7.15)
Sec.
7.15. Notice of shareholders' 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 10 nor more than
60 days before the date of the meeting, or in the case of a merger,
consolidation, share exchange, dissolution or sale, lease or
exchange of assets not less than 20 nor more than 60 days before
the date of the meeting, either personally or by mail, by or
at the direction of the president, or the secretary, or the officer
or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail addressed to the shareholder
at his or her address as it appears on the records of the corporation,
with postage thereon prepaid.
(Source: P.A.
83- 1025.)
|
(805
ILCS 5/7.20) (from Ch. 32, par. 7.20)
Sec.
7.20. 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 by- laws 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.
83- 1025.)
|
(805
ILCS 5/7.25) (from Ch. 32, par. 7.25)
Sec.
7.25. Fixing record date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders,
or shareholders entitled to receive payment of any dividend,
or in order to make a determination of shareholders 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 shareholders, such date in any case to be not more than 60
days and, for a meeting of shareholders, not less than 10 days,
or in the case of a merger, consolidation, share exchange, 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 shareholders entitled to notice of or
to vote at a meeting of shareholders, or shareholders entitled
to receive payment of a dividend, the date on which notice of
the meeting is mailed or the date on which the resolution of
the board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled
to vote at any meeting of shareholders 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 by- laws of the corporation
may establish a mechanism for determining record dates in all
or specified instances.
(Source: P.A.
84- 924.)
|
(805
ILCS 5/7.30) (from Ch. 32, par. 7.30)
Sec.
7.30. Voting lists. The officer or agent having charge of the
transfer book for shares of a corporation shall make, within
20 days after the record date for a meeting of shareholders or
10 days before such meeting, whichever is earlier, a complete
list of the shareholders entitled to vote at such meeting, arranged
in alphabetical order, with the address of and the number of
shares held by each, which list, for a period of 10 days prior
to such meeting, shall be kept on file at the registered office
of the corporation and shall be subject to inspection by any
shareholder, and to copying at the shareholder's expense, at
any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during
the whole time of the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in this State, shall be prima
facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any
meeting of shareholders.
Failure
to comply with the requirements of this Section shall not affect
the validity of any action taken at such meeting.
An
officer or agent having charge of the transfer books who shall
fail to prepare the list of shareholders, or keep the same on
file for a period of 10 days, or produce and keep the same open
for inspection at the meeting, as provided in this Section, shall
be liable to any shareholder suffering damage on account of such
failure, to the extent of such damage.
(Source: P.A.
83- 1025.)
|
(805
ILCS 5/7.35) (from Ch. 32, par. 7.35)
Sec.
7.35. Inspectors. At any meeting of shareholders, the chairman
of the meeting may, or upon the request of any shareholder 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 by- laws
of the corporation.
Such
inspectors shall ascertain and report the number of shares 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 shareholders.
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 shares
represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
(Source: P.A.
83- 1025.)
|
(805
ILCS 5/7.40) (from Ch. 32, par. 7.40)
Sec.
7.40. Voting of shares.
(a)
Subject to subsections (b), (c), and (d) of this Section 7.40,
each outstanding share, regardless of class, shall be entitled
to one vote in each matter submitted to a vote at a meeting of
shareholders, and except as specifically provided in Section
8.30, in all elections for directors, every shareholder shall
have the right to vote the number of shares owned by such shareholder
for as many persons as there are directors to be elected, or
to cumulate such votes and give one candidate as many votes as
shall equal the number of directors multiplied by the number
of such shares or to distribute such cumulative votes in any
proportion among any number of candidates. A shareholder may
vote either in person or by proxy subject to the provisions of
Section 7.50.
(b)
The articles of incorporation of any corporation incorporated
after December 31, 1981, may limit or eliminate cumulative voting
rights in all or specified circumstances, or may limit or deny
voting rights or may provide special voting rights as to any
class or classes or series of shares of such corporation.
(c)
A corporation may amend its articles of incorporation to limit
or eliminate cumulative voting rights in all or specified circumstances,
or to limit or deny voting rights or to provide special voting
rights as to any class or classes or series of shares of such
corporation.
(d)
If the articles of incorporation provide for more or less than
one vote for any share on any matter, every reference in this
Act to a majority or other proportion greater than a majority
of shares shall refer to that majority or other proportion greater
than a majority of the votes of the shares.
(Source: P.A.
89- 48, eff. 6- 23- 95.)
|
(805
ILCS 5/7.45) (from Ch. 32, par. 7.45)
Sec.
7.45. Voting of shares by certain holders. Shares of a corporation
held by the corporation in a fiduciary capacity may be voted
and shall be counted in determining the total number of outstanding
shares entitled to vote at any given time.
Shares
registered in the name of another corporation, domestic or foreign,
may be voted by any officer agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation
of such corporation. A corporation may treat the president or
other person holding the position of chief executive officer
of such other corporation as authorized to vote such shares,
together with any other person indicated and any other holder
of an office indicated by the corporate shareholder to the corporation
as a person or an office authorized to vote such shares. Such
persons and offices indicated shall be registered by the corporation
on the transfer books for shares and included in any voting list
prepared in accordance with Section 7.30 of this Act.
Shares
registered in the name of a deceased person, a minor ward or
a person under legal disability may be voted by his or her administrator,
executor, or court appointed guardian, either in person or by
proxy without a transfer of such shares into the name of such
administrator, executor, or court appointed guardian. Shares
registered in the name of a trustee may be voted by him or her,
either in person or by proxy.
Shares
registered in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his
or her name if authority so to do is contained in an appropriate
order of the court by which such receiver was appointed.
A
shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name
of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
(Source: P.A.
83- 1025.)
|
(805
ILCS 5/7.50) (from Ch. 32, par. 7.50)
Sec.
7.50. Proxies.
(a)
A shareholder may appoint a proxy to vote or otherwise act for
him or her by delivering a valid appointment form to the person
so appointed or to a proxy solicitation firm, proxy support service
organization, or like agent duly authorized by the person or
persons to receive the transmission. Without limiting the manner
in which a shareholder may appoint such a proxy pursuant to this
Section 7.50, the following shall constitute valid means by which
a shareholder may make such an appointment:
(1)
A shareholder may sign a proxy appointment form.
|
|
|
The
shareholder's signature may be affixed by any reasonable
means, including, but not limited to, by facsimile
signature.
|
|
|
(2)
A shareholder may transmit or authorize the
|
|
|
transmission
of a telegram, cablegram, or other means of electronic
transmission; provided that any such transmission
must either set forth or be submitted with information
from which it can be determined that the telegram,
cablegram, or other electronic transmission was
authorized by the shareholder. If it is determined
that the telegram, cablegram, or other electronic
transmission is valid, the inspectors or, if there
are no inspectors, such other persons making that
determination shall specify the information upon
which they relied.
|
|
|
Any
copy, facsimile telecommunication, or other reliable reproduction
of the writing or transmission may be substituted or used
in lieu of the original writing or transmission for any
and all purposes for which the original writing or transmission
could be used, provided that the copy, facsimile telecommunication,
or other reproduction shall be a complete reproduction
of the entire original writing or transmission.
(b)
No proxy shall be valid after the expiration of 11 months from
the date thereof unless otherwise provided in the proxy. Every
proxy continues in full force and effect until revoked by the person
executing it prior to the vote pursuant thereto, except as otherwise
provided in this Section. Such revocation may be effected by a
writing delivered to the corporation stating that the proxy is
revoked or by a subsequent proxy executed by, or by attendance
at the meeting and voting in person by, the person executing the
proxy. The dates contained on the forms of proxy presumptively
determine the order of execution, regardless of the postmark dates
on the envelopes in which they are mailed.
(c)
An appointment of a proxy is revocable by the shareholder unless
the appointment form conspicuously states that it is irrevocable
and the appointment is coupled with an interest in the shares or
in the corporation generally. By way of example and without limiting
the generality of the foregoing, a proxy is coupled with an interest
when the proxy appointed is one of the following:
(1)
a pledgee;
(2)
a person who has purchased or has agreed to
|
|
|
|
(3)
a creditor of the corporation who has extended
|
|
|
it
credit under terms requiring the appointment, if
the appointment states the purpose for which it
was given, the name of the creditor, and the amount
of credit extended;
|
|
|
(4)
an employee of the corporation whose employment
|
|
|
contract
requires the appointment, if the appointment states
the purpose for which it was given, the name of
the employee, and the period of employment; or
|
|
|
(5)
a party to a voting agreement created under
|
|
|
|
(d)
The death or incapacity of the shareholder appointing a
proxy does not revoke the proxy's authority unless notice
of the death or incapacity is received by the officer or
agent who maintains the corporation's share transfer book
before the proxy exercises his or her authority under the
appointment.
(e)
An appointment made irrevocable under subsection (c) becomes revocable
when the interest in the proxy terminates such as when the pledge
is redeemed, the shares are registered in the purchaser's name,
the creditor's debt is paid, the employment contract ends, or the
voting agreement expires.
(f)
A transferee for value of shares subject to an irrevocable appointment
may revoke the appointment if the transferee was ignorant of its
existence when the shares were acquired and both the existence
of the appointment and its irrevocability were not noted conspicuously
on the certificate (or information statement for shares without
certificates) representing the shares.
(g)
Unless the appointment of a proxy contains an express limitation
on the proxy's authority, a corporation may accept the proxy's
vote or other action as that of the shareholder making the appointment.
If the proxy appointed fails to vote or otherwise act in accordance
with the appointment, the shareholder is entitled to such legal
or equitable relief as is appropriate in the circumstances.
(Source: P.A.
90- 666, eff. 7- 30- 98.)
|
(805
ILCS 5/7.55) (from Ch. 32, par. 7.55)
Sec.
7.55. Proxy solicitation. No proxy shall be solicited by means
of any communication containing a statement which, at the time
and in the light of the circumstances under which it is made,
is false or misleading with respect to any material fact, or
which omits to state any material fact necessary in order that
the statements made not be false or misleading.
(Source: P.A.
83- 1025.)
|
(805
ILCS 5/7.60) (from Ch. 32, par. 7.60)
Sec.
7.60. Quorum of shareholders. Unless otherwise provided in the
articles of incorporation, a majority of votes of the shares,
entitled to vote on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter at
a meeting of shareholders, but in no event shall a quorum consist
of less than one- third of the votes of the shares entitled
so to vote. If a quorum is present, the affirmative vote of the
majority of the votes of the shares represented at the meeting
and entitled to vote on a matter shall be the act of the shareholders,
unless a greater number of votes or voting by classes is required
by this Act or the articles of incorporation. The articles of
incorporation may require any number or percent greater than
a majority of votes up to and including a requirement of unanimity
to constitute a quorum.
(Source: P.A.
89- 48, eff. 6- 23- 95.)
|
(805
ILCS 5/7.65) (from Ch. 32, par. 7.65)
Sec.
7.65. Voting trust.
(a)
One or more shareholders may create a voting trust for the purpose
of conferring upon a trustee or trustees the right to vote or
otherwise represent their shares for a stated duration, which
may be perpetual or for a fixed period or may be determined by
the occurrence of a stated condition or conditions, by entering
into a written voting trust agreement specifying the terms and
conditions of the voting trust, and by transferring the subject
shares to such trustee or trustees pursuant to the agreement.
If the agreement or any amendment thereto does not contain a
stated duration, the trust shall terminate 10 years after the
agreement first became effective.
(b)
No voting trust agreement shall be effective until a counterpart
of the agreement is deposited at the corporation's registered
office. The counterpart of the voting trust agreement so deposited
shall be subject to examination as provided in Section 7.75 by
any holder of a beneficial interest in the voting trust as if
that holder were a shareholder.
(c)
The rule against perpetuities does not apply to any voting trust
created in accordance with this Section.
(d)
Every voting trust agreement entered into pursuant to this Section
is specifically enforceable in accordance with the principles
of equity.
(e)
The changes made by this amendatory Act of the 91st General Assembly
apply only to voting trust agreements that are:
(1)
entered into after the effective date of this
|
|
|
amendatory
Act of the 91st General Assembly; or
|
|
|
(2)
amended after the effective date of this
|
|
|
amendatory
Act of the 91st General Assembly to include a stated
duration in accordance with subsection (a).
|
|
|
(Source:
P.A. 91- 527, eff. 1- 1- 00.)
|
(805
ILCS 5/7.70) (from Ch. 32, par. 7.70)
Sec.
7.70. Voting agreements. (a) Shareholders may provide for the
voting of their shares by signing an agreement for that purpose.
A voting agreement created under this Section is not subject
to the provisions of Section 7.65.
(b)
A voting agreement created under this Section is specifically
enforceable in accordance with the principles of equity.
(Source: P.A.
83- 1025.)
|
(805
ILCS 5/7.71) (from Ch. 32, par. 7.71)
Sec.
7.71. Shareholder agreements.
(a)
Shareholders may unanimously agree in writing as to matters concerning
the management of a corporation provided no fraud or apparent
injury to the public or creditors is present, and no clearly
prohibitory statutory language is violated.
(b)
An agreement created pursuant to this Section is ineffective
against any shareholder not a party to the agreement unless:
(1)
such shareholder had actual knowledge of the
|
|
|
agreement
at the time of becoming a shareholder; or
|
|
|
(2)
the existence of the agreement is conspicuously
|
|
|
referred
to (i) on the certificate representing the security;
or (ii) on the notice sent pursuant to Section
6.35 in the case of any uncertificated security.
|
|
|
(c)
No agreement created pursuant to this Section shall be
invalid as between the parties thereto, or shall subject
employees, officers, directors or shareholders to personal
liability for corporation liabilities, on the basis that
the agreement:
(1)
is an attempt to treat the corporation as if it
|
|
|
were
a partnership or to arrange the shareholders' relationship
in a manner that would be appropriate only between
partners; or
|
|
|
(2)
so relates to the conduct of the affairs of the
|
|
|
corporation
as to interfere with the discretion of the board
of directors.
|
|
|
(d)
Any agreement created pursuant to this Section is specifically
enforceable in accordance with the principles of equity.
(e)
This Section is cumulative and does not limit any statute or rule
of common law that is otherwise applicable to any corporation,
whenever formed.
(Source: P.A.
86- 1328.)
|
(805
ILCS 5/7.75) (from Ch. 32, par. 7.75)
Sec.
7.75. Corporate records - Examination by shareholders. (a)
Each corporation shall keep correct and complete books and records
of account and shall also keep minutes of the proceedings of
its shareholders and board of directors and committees thereof;
and shall keep at its registered office or principal place of
business in this State, or at the office of a transfer agent
or registrar in this State, a record of its shareholders, giving
the names and addresses of all shareholders and the number and
class of the shares held by each. A record of shareholders certified
by an officer or transfer agent shall be competent evidence in
all courts of this State.
(b)
Any person who is a shareholder of record shall have the right
to examine, in person or by agent, at any reasonable time or
times, the corporation's books and records of account, minutes,
voting trust agreements filed with the corporation and record
of shareholders, and to make extracts therefrom, but only for
a proper purpose. In order to exercise this right, a shareholder
must make written demand upon the corporation, stating with particularity
the records sought to be examined and the purpose therefor.
(c)
If the corporation refuses examination, the shareholder may file
suit in the circuit court of the county in which either the registered
agent or principal office of the corporation is located to compel
by mandamus or otherwise such examination as may be proper. If
a shareholder seeks to examine books or records of account the
burden of proof is upon the shareholder to establish a proper
purpose. If the purpose is to examine minutes or the record of
shareholders or a voting trust agreement, the burden of proof
is upon the corporation to establish that the shareholder does
not have a proper purpose.
(d)
Any officer, or agent, or a corporation which shall refuse to
allow any shareholder or his or her agent so to examine and make
extracts from its books and records of accounts, minutes and
records of shareholders, for any proper purpose, shall be liable
to such shareholder, in a penalty of up to ten per cent of the
value of the shares owned by such shareholder, in addition to
any other damages or remedy afforded him or her by law. It shall
be a defense to any action for penalties under this Section that
the person suing therefor has within two years sold or offered
for sale any list of shareholders of such corporation or any
other corporation or has aided or abetted any person in procuring
any list of shareholders for any such purpose, or has improperly
used any information secured through any prior examination of
the books and records of account, or minutes, or records of shareholders
of such corporation or any other corporation.
(e)
Upon the written request of any shareholder of a corporation,
the corporation shall mail to such shareholder within 14 days
after receipt of such request a balance sheet as of the close
of its latest fiscal year and a profit and loss statement for
such fiscal year; provided that if such request is received by
the corporation before such financial statements are available,
the corporation shall mail such financial statements within 14
days after they become available, but in any event within 120
days after the close of its latest fiscal year.
(Source: P.A.
84- 924.)
|
|
