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91_SB0567
LRB9103879DJcd
1 AN ACT to amend the General Not For Profit Corporation
2 Act of 1986 by changing Sections 101.15 and 110.05.
3 Be it enacted by the People of the State of Illinois,
4 represented in the General Assembly:
5 Section 5. The General Not For Profit Corporation Act of
6 1986 is amended by changing Sections 101.15 and 110.0 as
7 follows:
8 (805 ILCS 105/101.15) (from Ch. 32, par. 101.15)
9 Sec. 101.15. Statement of correction. (a) Whenever any
10 instrument authorized to be filed with the Secretary of State
11 under any provision of this Act has been so filed and, as of
12 the date of the action therein referred to, contains any
13 misstatement of fact, typographical error, error of
14 transcription or any other error or defect, or was
15 defectively or erroneously executed, such instrument may be
16 corrected by filing, in accordance with Section 101.10 of
17 this Act, a statement of correction.
18 (b) A statement of correction shall set forth:
19 (1) The name or names of the corporation or corporations
20 and the State or country under the laws of which each is
21 organized.
22 (2) The title of the instrument being corrected and the
23 date it was filed by the Secretary of State.
24 (3) The inaccuracy, error or defect to be corrected and
25 the portion of the instrument in corrected form.
26 (c) A statement of correction shall be executed in the
27 same manner in which the instrument being corrected was
28 required to be executed.
29 (d) The corrected instrument shall be effective as of
30 the date the original instrument was filed.
31 (e) A statement of correction shall not:
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1 (1) Effect any change or amendment of articles which
2 would not in all respects have complied with the requirements
3 of this Act;
4 (2) Take the place of any document, statement or report
5 otherwise required to be filed by this Act;
6 (3) Affect any right or liability accrued or incurred
7 before such filing, except that any right or liability
8 accrued or incurred by reason of the error or defect being
9 corrected shall be extinguished by such filing if the person
10 having such right has not detrimentally relied on the
11 original instrument;
12 (4) Alter the provisions of the articles of
13 incorporation with respect to the corporation name or purpose
14 or the names and addresses of the incorporators or initial
15 directors;
16 (5) Alter the provisions of the application for
17 certificate of authority of a foreign corporation with
18 respect to the corporation name;
19 (6) Alter the provisions of the application to adopt or
20 change an assumed corporate name with respect to the assumed
21 corporate name; or
22 (7) Alter the wording of any resolution which was in
23 fact adopted by the board of directors or by the members
24 entitled to vote.
25 (Source: P.A. 84-1423.)
26 (805 ILCS 105/110.05) (from Ch. 32, par. 110.05)
27 Sec. 110.05. Authority to amend articles of
28 incorporation. (a) A corporation may amend its articles of
29 incorporation at any time and from time to time to add a new
30 provision or to change or remove an existing provision,
31 provided that the articles as amended contain only such
32 provisions as are required or permitted in original articles
33 of incorporation at the time of amendment. The articles as
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1 amended must contain all the provisions required by
2 subsection (a) of Section 102.10 of this Act except that the
3 names and addresses of the initial directors may be omitted
4 removed and the names of the initial registered agent or the
5 address of the initial registered office may be omitted
6 removed if a statement of change is on file.
7 (b) A corporation whose period of duration as provided
8 in the articles of incorporation has expired may amend its
9 articles of incorporation to revive its articles and extend
10 the period of corporate duration, including making the
11 duration perpetual, at any time within 5 years after the date
12 of expiration.
13 (Source: P.A. 84-1423.)