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91_SB0734sam001
LRB9105965SMdvam01
1 AMENDMENT TO SENATE BILL 734
2 AMENDMENT NO. . Amend Senate Bill 734 by replacing
3 the title with the following:
4 "AN ACT to amend the General Not For Profit Corporation
5 Act of 1986 by changing Sections 107.03, 107.15, 107.75, and
6 108.21."; and
7 by replacing everything after the enacting clause with the
8 following:
9 "Section 5. The General Not For Profit Corporation Act
10 of 1986 is amended by changing Sections 107.03, 107.15,
11 107.75, and 108.21 as follows:
12 (805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
13 Sec. 107.03. Members.
14 (a) A corporation may have one or more classes of
15 members or may have no members.
16 (b) If the corporation has one or more classes of
17 members, the designation of the class or classes and the
18 qualifications and rights of the members of each class shall
19 be set forth in the articles of incorporation or the bylaws.
20 The articles of incorporation or the bylaws may provide for
21 representatives or delegates of members and may establish
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1 their qualifications and rights.
2 (c) If the corporation is to have no members, that fact
3 shall be set forth in the articles of incorporation or the
4 bylaws.
5 (d) A corporation may issue certificate evidencing
6 membership therein.
7 (e) The transfer of a certificate of membership in a
8 not-for-profit corporation in which assets are held for a
9 charitable, religious, eleemosynary, benevolent or
10 educational purpose, shall be without payment of any
11 consideration of money or property of any kind or value to
12 the transferor in respect to such transfer. Any transfer in
13 violation of this Section shall be void.
14 (f) Where the articles of incorporation or bylaws
15 provide that a corporation shall have no members, or where a
16 corporation has under its articles of incorporation, bylaws
17 or in fact no members entitled to vote on a matter, any
18 provision of this Act requiring notice to, the presence of,
19 or the vote, consent or other action by members of the
20 corporation in connection with such matter shall be satisfied
21 by notice to, the presence of, or the vote, consent or other
22 action of the directors of the corporation.
23 (g) A residential cooperative not-for-profit corporation
24 containing 50 or more single family units and located in a
25 county with a population between 780,000 and 3,000,000 shall
26 specifically set forth the qualifications and rights of its
27 members in the Articles of Incorporation and the bylaws.
28 (Source: P.A. 87-854.)
29 (805 ILCS 105/107.15) (from Ch. 32, par. 107.15)
30 Sec. 107.15. Notice of members' meetings. Written
31 notice stating the place, day, and hour of the meeting and,
32 in the case of a special meeting, the purpose or purposes for
33 which the meeting is called, shall be delivered not less than
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1 5 nor more than 60 days before the date of the meeting, or in
2 the case of a removal of one or more directors, a merger,
3 consolidation, dissolution or sale, lease or exchange of
4 assets not less than 20 nor more than 60 days before the date
5 of the meeting, by or at the direction of the president, or
6 the secretary, or the officer or persons calling the meeting,
7 to each member of record entitled to vote at such meeting. A
8 residential cooperative not-for-profit corporation containing
9 50 or more single family units and located in a county with a
10 population between 780,000 and 3,000,000 shall, in addition
11 to the other requirements of this Section, post notice of
12 member's meetings in conspicuous places in the residential
13 cooperative at least 48 hours prior to the meeting of the
14 members.
15 (Source: P.A. 84-1423.)
16 (805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
17 Sec. 107.75. Books and records.
18 (a) Each corporation shall keep correct and complete
19 books and records of account and shall also keep minutes of
20 the proceedings of its members, board of directors and
21 committees having any of the authority of the board of
22 directors; and shall keep at its registered office or
23 principal office a record giving the names and addresses of
24 its members entitled to vote. All books and records of a
25 corporation may be inspected by any member entitled to vote,
26 or that member's agent or attorney, for any proper purpose at
27 any reasonable time.
28 (b) A residential cooperative not-for-profit corporation
29 containing 50 or more single family units and located in a
30 county with a population between 780,000 and 3,000,000 shall
31 keep an accurate and complete account of all transfers of
32 membership and shall, on a quarterly basis, record all
33 transfers of membership with the county clerk of the county
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1 in which the residential cooperative is located.
2 Additionally, a list of all transfers of membership shall be
3 available for inspection by any member of the corporation.
4 (Source: P.A. 84-1423.)
5 (805 ILCS 105/108.21) (from Ch. 32, par. 108.21)
6 Sec. 108.21. Meetings of the board of directors of a
7 residential cooperative not-for-profit corporation containing
8 24 or more units and located in a city containing more than
9 1,000,000 inhabitants or containing 50 or more single family
10 units and located in a county with a population between
11 780,000 and 3,000,000 inhabitants shall be open to any
12 member, except for the portion of any meeting held (i) to
13 discuss litigation when an action against or on behalf of the
14 corporation has been filed and is pending in a court or
15 administrative tribunal, or when the board of directors finds
16 that such an action is probable or imminent, (ii) to consider
17 information regarding appointment, employment or dismissal of
18 an employee, or (iii) to discuss violations of rules and
19 regulations of the corporation by a residential shareholder.
20 Any member may record by tape, film or other means the
21 proceedings at such meetings or portions thereof required to
22 be open by this Section. The board may prescribe reasonable
23 rules and regulations to govern the right to make such
24 recordings. Notice of such meetings shall be mailed or
25 delivered at least 48 hours prior thereto, unless a written
26 waiver of such notice is signed by the person or persons
27 entitled to such notice pursuant to the articles of
28 incorporation, bylaws, other instrument before the meeting is
29 convened. Copies of notices of meetings of the board of
30 directors shall be posted in entranceways, elevators, or
31 other conspicuous places in the residential cooperative at
32 least 48 hours prior to the meeting of the board of
33 directors. If there is no common entranceway for 7 or more
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1 apartments, the board of directors may designate one or more
2 locations in the proximity of such units where the notices of
3 meetings shall be posted. For purposes of this Section,
4 "meeting of the board of directors" means any gathering of a
5 quorum of the members of the board of directors of the
6 residential cooperative held for the purpose of discussing
7 business of the cooperative. The provisions of this Section
8 shall apply to any residential cooperative containing 24 or
9 more units and located in a city containing more than
10 1,000,000 inhabitants or containing 50 or more single family
11 units and located in a county with a population between
12 780,000 and 3,000,000 inhabitants situated in the State of
13 Illinois regardless of where such cooperative may be
14 incorporated.
15 (Source: P.A. 84-1423.)
16 Section 99. Effective date. This Act takes effect upon
17 becoming law.".