(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
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, or who may be
desirous of engaging as shareholders in any association for the operating
of a business by such shareholders, 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. 99-677, eff. 7-29-16.)
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(805 ILCS 310/2) (from Ch. 32, par. 306)
Sec. 2.
No person shall be permitted to subscribe for more than 10 shares of the
capital stock of such association, nor shall any person be permitted to own
or control more than 10 shares of the capital stock of such association. The
shares of stock shall not be less than $5 nor more than $1,000 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 $10,000 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. 98-1122, eff. 8-26-14.)
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(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.)
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(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) return a true copy of the articles of incorporation to the incorporators or their representative, who shall within 15 days file such document
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 filing of the articles of incorporation by the Secretary of State,
the corporate existence shall begin, and such articles 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. 96-66, eff. 1-1-10.)
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(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.)
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(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.)
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(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.)
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(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.)
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(805 ILCS 310/9) (from Ch. 32, par. 313)
Sec. 9.
No shareholder in any association shall own more than 10 shares
nor of a greater aggregate par value than $10,000, except as
hereinafter provided.
(Source: P.A. 98-1122, eff. 8-26-14.)
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(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.)
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(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.)
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(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.)
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(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.)
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(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.)
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(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.)
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(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.)
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(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.)
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(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.)
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(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.)
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(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.)
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(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.)
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(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 (1) a corporation
organized under the Business Corporation Act of 1983 for the purpose of ownership or administration of residential property on
a cooperative basis, (2) a cooperative corporation organized under the General Not For Profit Corporation Act of 1986 or its predecessor or successor statutes, or (3) a limited worker cooperative association organized under the Limited Worker Cooperative Association Act. 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. 101-292, eff. 1-1-20.)
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(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.)
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(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.)
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(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.)
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(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.)
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(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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