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91_SB0734sam002
LRB9105965SMdvam02
1 AMENDMENT TO SENATE BILL 734
2 AMENDMENT NO. . Amend Senate Bill 734, AS AMENDED,
3 by replacing 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, 107.05, 107.15,
6 107.75, and 108.21 and by adding Section 107.90."; 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, 107.05,
11 107.15, 107.75, and 108.21 and by adding Section 107.90 as
12 follows:
13 (805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
14 Sec. 107.03. Members.
15 (a) A corporation may have one or more classes of
16 members or may have no members.
17 (b) If the corporation has one or more classes of
18 members, the designation of the class or classes and the
19 qualifications and rights of the members of each class shall
20 be set forth in the articles of incorporation or the bylaws.
21 The articles of incorporation or the bylaws may provide for
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1 representatives or delegates of members and may establish
2 their qualifications and rights.
3 (c) If the corporation is to have no members, that fact
4 shall be set forth in the articles of incorporation or the
5 bylaws.
6 (d) A corporation may issue certificate evidencing
7 membership therein.
8 (e) The transfer of a certificate of membership in a
9 not-for-profit corporation in which assets are held for a
10 charitable, religious, eleemosynary, benevolent or
11 educational purpose, shall be without payment of any
12 consideration of money or property of any kind or value to
13 the transferor in respect to such transfer. Any transfer in
14 violation of this Section shall be void.
15 (f) Where the articles of incorporation or bylaws
16 provide that a corporation shall have no members, or where a
17 corporation has under its articles of incorporation, bylaws
18 or in fact no members entitled to vote on a matter, any
19 provision of this Act requiring notice to, the presence of,
20 or the vote, consent or other action by members of the
21 corporation in connection with such matter shall be satisfied
22 by notice to, the presence of, or the vote, consent or other
23 action of the directors of the corporation.
24 (g) A residential cooperative not-for-profit corporation
25 containing 50 or more single family units and located in a
26 county with a population between 780,000 and 3,000,000 shall
27 specifically set forth the qualifications and rights of its
28 members in the Articles of Incorporation and the bylaws.
29 (Source: P.A. 87-854.)
30 (805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
31 Sec. 107.05. Meeting of members. (a) Meetings of
32 members may be held at such place, either within or without
33 this State, as may be provided in the bylaws or in a
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1 resolution of the board of directors pursuant to authority
2 granted in the bylaws. In the absence of any such provision,
3 all meetings shall be held at the registered office of the
4 corporation in this State.
5 (b) An annual meeting of the members entitled to vote
6 may be held at such time as may be provided in the bylaws or
7 in a resolution of the board of directors pursuant to
8 authority granted in the bylaws. Failure to hold the annual
9 meeting at the designated time shall not work a forfeiture or
10 dissolution of the corporation nor affect the validity of
11 corporate action. If an annual meeting has not been held
12 within the earlier of six months after the end of the
13 corporation's fiscal year or fifteen months after its last
14 annual meeting and if, after a request in writing directed to
15 the president of the corporation, a notice of meeting is not
16 delivered to members entitled to vote within 60 days of such
17 request, then any member entitled to vote at an annual
18 meeting may apply to the circuit court of the county in which
19 the registered office or principal place of business of the
20 corporation is located for an order directing that the
21 meeting be held and fixing the time and place of the meeting.
22 The court may issue such additional orders as may be
23 necessary or appropriate for the holding of the meeting.
24 (c) Special meetings of the members may be called by the
25 president or by the board of directors. Special meetings of
26 the members may also be called by such other officers or
27 persons or number or proportion of members entitled to vote
28 as may be provided in the articles of incorporation or the
29 bylaws. In the absence of a provision fixing the number or
30 proportion of members entitled to vote who are entitled to
31 call a meeting, a special meeting of members entitled to vote
32 may be called by such members having one-twentieth of the
33 votes entitled to be cast at such meeting.
34 (d) Unless specifically prohibited by the articles of
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1 incorporation or bylaws, members entitled to vote may
2 participate in and act at any meeting through the use of a
3 conference telephone or other communications equipment by
4 means of which all persons participating in the meeting can
5 communicate with each other. Participation in such meeting
6 shall constitute attendance and presence in person at the
7 meeting of the person or persons so participating.
8 (e) For meetings of a not-for-profit corporation
9 organized for the purpose of residential cooperative housing,
10 consisting of 50 or more single family dwellings, and located
11 in a county containing a population between 780,000 and
12 3,000,000 inhabitants, any member may record by tape, film,
13 or other means the proceedings at the meetings. The board or
14 the membership may prescribe reasonable rules and regulations
15 to govern the making of the recordings. The portion of any
16 meeting held to discuss violations of rules and regulations
17 of the corporation by a residential shareholder shall be
18 recorded only with the affirmative assent of that
19 shareholder.
20 (Source: P.A. 84-1423.)
21 (805 ILCS 105/107.15) (from Ch. 32, par. 107.15)
22 Sec. 107.15. Notice of members' meetings. Written
23 notice stating the place, day, and hour of the meeting and,
24 in the case of a special meeting, the purpose or purposes for
25 which the meeting is called, shall be delivered not less than
26 5 nor more than 60 days before the date of the meeting, or in
27 the case of a removal of one or more directors, a merger,
28 consolidation, dissolution or sale, lease or exchange of
29 assets not less than 20 nor more than 60 days before the date
30 of the meeting, by or at the direction of the president, or
31 the secretary, or the officer or persons calling the meeting,
32 to each member of record entitled to vote at such meeting. A
33 residential cooperative not-for-profit corporation containing
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1 50 or more single family units and located in a county with a
2 population between 780,000 and 3,000,000 shall, in addition
3 to the other requirements of this Section, post notice of
4 member's meetings in conspicuous places in the residential
5 cooperative at least 48 hours prior to the meeting of the
6 members.
7 (Source: P.A. 84-1423.)
8 (805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
9 Sec. 107.75. Books and records.
10 (a) Each corporation shall keep correct and complete
11 books and records of account and shall also keep minutes of
12 the proceedings of its members, board of directors and
13 committees having any of the authority of the board of
14 directors; and shall keep at its registered office or
15 principal office a record giving the names and addresses of
16 its members entitled to vote. All books and records of a
17 corporation may be inspected by any member entitled to vote,
18 or that member's agent or attorney, for any proper purpose at
19 any reasonable time.
20 (b) A residential cooperative not-for-profit corporation
21 containing 50 or more single family units and located in a
22 county with a population between 780,000 and 3,000,000 shall
23 keep an accurate and complete account of all transfers of
24 membership and shall, on a quarterly basis, record all
25 transfers of membership with the county clerk of the county
26 in which the residential cooperative is located.
27 Additionally, a list of all transfers of membership shall be
28 available for inspection by any member of the corporation.
29 (Source: P.A. 84-1423.)
30 (805 ILCS 105/107.90 new)
31 Sec. 107.90. Not-for-profit residential cooperative.
32 (a) As used in this Section:
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1 "Member" includes the plural "members", where a
2 membership is jointly held.
3 "Membership agreement" means the contract and other
4 documents that define the rights of the member to occupy,
5 use, or possess a portion or all of a parcel of real
6 estate exclusively.
7 "Class of membership" means a grouping of members
8 based on the same privileges, rights, and manner of
9 treatment by the corporation.
10 (b) The provisions of this Section apply only to a
11 not-for-profit corporation organized for the purpose of
12 residential cooperative housing consisting of 50 or more
13 single family dwellings, located in a county containing a
14 population between 780,000 and 3,000,000 inhabitants, and for
15 which the title to one or more member's parcels is held by
16 the corporation.
17 (c) If (i) title for real property occupied or
18 controlled by a member under a membership agreement is held
19 by or is transferred to that member; (ii) more than one class
20 of membership exists; or (iii) the corporation fails to
21 obtain recognition or loses recognition as a Cooperative
22 Housing Corporation under Section 216 of the Internal Revenue
23 Code of 1954, as amended, then:
24 (1) The board of directors shall issue notice to
25 the members within 10 days after obtaining knowledge of
26 (i), (ii), or (iii), or within 10 days after the
27 effective date of this amendatory Act of the 91st General
28 Assembly, if the board obtained such knowledge before the
29 effective date of this amendatory Act of the 91st General
30 Assembly.
31 (2) At the member's option, any member may receive
32 a warranty deed for full title to the real property that
33 he or she occupies issued by the not-for-profit
34 corporation, upon presentation of a notarized and written
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1 request to the corporation, provided that the corporation
2 holds the title.
3 (3) The member may withdraw from the corporation,
4 at the member's option. The member shall retain his or
5 her interest in any common property held by the
6 corporation or may transfer his or her interest to the
7 corporation for fair value, at the member's option.
8 (805 ILCS 105/108.21) (from Ch. 32, par. 108.21)
9 Sec. 108.21. Meetings of the board of directors of a
10 residential cooperative not-for-profit corporation containing
11 24 or more units and located in a city containing more than
12 1,000,000 inhabitants or containing 50 or more single family
13 units and located in a county with a population between
14 780,000 and 3,000,000 inhabitants shall be open to any
15 member, except for the portion of any meeting held (i) to
16 discuss litigation when an action against or on behalf of the
17 corporation has been filed and is pending in a court or
18 administrative tribunal, or when the board of directors finds
19 that such an action is probable or imminent, (ii) to consider
20 information regarding appointment, employment or dismissal of
21 an employee, or (iii) to discuss violations of rules and
22 regulations of the corporation by a residential shareholder.
23 Any member may record by tape, film or other means the
24 proceedings at such meetings or portions thereof required to
25 be open by this Section. The board may prescribe reasonable
26 rules and regulations to govern the right to make such
27 recordings. Notice of such meetings shall be mailed or
28 delivered at least 48 hours prior thereto, unless a written
29 waiver of such notice is signed by the person or persons
30 entitled to such notice pursuant to the articles of
31 incorporation, bylaws, other instrument before the meeting is
32 convened. Copies of notices of meetings of the board of
33 directors shall be posted in entranceways, elevators, or
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1 other conspicuous places in the residential cooperative at
2 least 48 hours prior to the meeting of the board of
3 directors. If there is no common entranceway for 7 or more
4 apartments, the board of directors may designate one or more
5 locations in the proximity of such units where the notices of
6 meetings shall be posted. For purposes of this Section,
7 "meeting of the board of directors" means any gathering of a
8 quorum of the members of the board of directors of the
9 residential cooperative held for the purpose of discussing
10 business of the cooperative. The provisions of this Section
11 shall apply to any residential cooperative containing 24 or
12 more units and located in a city containing more than
13 1,000,000 inhabitants or containing 50 or more single family
14 units and located in a county with a population between
15 780,000 and 3,000,000 inhabitants situated in the State of
16 Illinois regardless of where such cooperative may be
17 incorporated.
18 (Source: P.A. 84-1423.)
19 Section 99. Effective date. This Act takes effect upon
20 becoming law.".