(805 ILCS 5/2A.45) (from Ch. 32, par. 2A.45)

Sec. 2A.45. Management by shareholders.

(a) The articles of incorporation of a close corporation may provide that the business of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors. So long as this provision continues in effect:

(1) no meeting of shareholders need be called to elect directors;

(2) unless the context clearly requires otherwise, the shareholders of the corporation shall be deemed to be directors for purposes of applying provisions of this Act;

(3) shareholders shall act in the same manner as directors are required to act under Article 8 to the extent not inconsistent with this Article and unless the articles of incorporation provide otherwise; and

(4) the shareholders of the corporation shall be subject to all liabilities of directors.

(b) A provision authorized by subsection (a) of this Section may be inserted in the articles of incorporation by amendment if all subscribers and shareholders of record, or if no shares have been issued, all incorporators and subscribers authorize such a provision. An amendment to the articles of incorporation to delete such provision shall be adopted, subsection (d) of Section 10.20 notwithstanding, by a vote of the holders of record of all the outstanding shares of each class of the corporation. If the articles of incorporation contain a provision authorized by this Section the existence of such provision shall be noted conspicuously on the face or back of every certificate representing shares issued by the corporation.

(Source: P.A. 86-1328.)