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92_HB4228enr
HB4228 Enrolled LRB9214184WHcs
1 AN ACT concerning corporation.
2 Be it enacted by the People of the State of Illinois,
3 represented in the General Assembly:
4 Section 5. The Business Corporation Act of 1983 is
5 amended by changing Section 7.05 as follows:
6 (805 ILCS 5/7.05) (from Ch. 32, par. 7.05)
7 Sec. 7.05. Meetings of shareholders. Meetings of
8 shareholders may be held at such place, either within or
9 without this State, as may be provided in the by-laws or in a
10 resolution of the board of directors pursuant to authority
11 granted in the by-laws. In the absence of any such
12 provision, all meetings shall be held at the registered
13 office of the corporation in this State.
14 An annual meeting of the shareholders shall be held at
15 such time as may be provided in the by-laws or in a
16 resolution of the board of directors pursuant to authority
17 granted in the by-laws. Failure to hold the annual meeting
18 at the designated time shall not work a forfeiture or
19 dissolution of the corporation nor affect the validity of
20 corporate action. If an annual meeting has not been held
21 within the earlier of six months after the end of the
22 corporation's fiscal year or fifteen months after its last
23 annual meeting and if, after a request in writing directed to
24 the president of the corporation, a notice of meeting is not
25 given within 60 days of such request, then any shareholder
26 entitled to vote at an annual meeting may apply to the
27 circuit court of the county in which the registered office or
28 principal place of business of the corporation is located for
29 an order directing that the meeting be held and fixing the
30 time and place of the meeting. The court may issue such
31 additional orders as may be necessary or appropriate for the
HB4228 Enrolled -2- LRB9214184WHcs
1 holding of the meeting.
2 Unless specifically prohibited by the articles of
3 incorporation or by-laws, a corporation may allow
4 shareholders to participate in and act at any meeting of the
5 shareholders through the use of a conference telephone or
6 interactive technology, including but not limited to
7 electronic transmission, Internet usage, or remote
8 communication, by means of which all persons participating in
9 the meeting can communicate with each other. Participation
10 in such meeting shall constitute attendance and presence in
11 person at the meeting of the person or persons so
12 participating.
13 Special meetings of the shareholders may be called by the
14 president, by the board of directors, by the holders of not
15 less than one-fifth of all the outstanding shares entitled to
16 vote on the matter for which the meeting is called or by such
17 other officers or persons as may be provided in the articles
18 of incorporation or the by-laws.
19 (Source: P.A. 83-1025.)
20 Section 10. The General Not For Profit Corporation Act
21 of 1986 is amended by changing Section 107.05 as follows:
22 (805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
23 Sec. 107.05. Meeting of members. (a) Meetings of
24 members may be held at such place, either within or without
25 this State, as may be provided in the bylaws or in a
26 resolution of the board of directors pursuant to authority
27 granted in the bylaws. In the absence of any such provision,
28 all meetings shall be held at the registered office of the
29 corporation in this State.
30 (b) An annual meeting of the members entitled to vote
31 may be held at such time as may be provided in the bylaws or
32 in a resolution of the board of directors pursuant to
HB4228 Enrolled -3- LRB9214184WHcs
1 authority granted in the bylaws. Failure to hold the annual
2 meeting at the designated time shall not work a forfeiture or
3 dissolution of the corporation nor affect the validity of
4 corporate action. If an annual meeting has not been held
5 within the earlier of six months after the end of the
6 corporation's fiscal year or fifteen months after its last
7 annual meeting and if, after a request in writing directed to
8 the president of the corporation, a notice of meeting is not
9 delivered to members entitled to vote within 60 days of such
10 request, then any member entitled to vote at an annual
11 meeting may apply to the circuit court of the county in which
12 the registered office or principal place of business of the
13 corporation is located for an order directing that the
14 meeting be held and fixing the time and place of the meeting.
15 The court may issue such additional orders as may be
16 necessary or appropriate for the holding of the meeting.
17 (c) Special meetings of the members may be called by the
18 president or by the board of directors. Special meetings of
19 the members may also be called by such other officers or
20 persons or number or proportion of members entitled to vote
21 as may be provided in the articles of incorporation or the
22 bylaws. In the absence of a provision fixing the number or
23 proportion of members entitled to vote who are entitled to
24 call a meeting, a special meeting of members entitled to vote
25 may be called by such members having one-twentieth of the
26 votes entitled to be cast at such meeting.
27 (d) Unless specifically prohibited by the articles of
28 incorporation or bylaws, a corporation may allow members
29 entitled to vote to may participate in and act at any meeting
30 through the use of a conference telephone or interactive
31 technology, including but not limited to electronic
32 transmission, Internet usage, or remote communication, other
33 communications equipment by means of which all persons
34 participating in the meeting can communicate with each other.
HB4228 Enrolled -4- LRB9214184WHcs
1 Participation in such meeting shall constitute attendance and
2 presence in person at the meeting of the person or persons so
3 participating.
4 (e) For meetings of a not-for-profit corporation
5 organized for the purpose of residential cooperative housing,
6 consisting of 50 or more single family dwellings with
7 individual unit legal descriptions based upon a recorded plat
8 of a subdivision, and located in a county containing a
9 population between 780,000 and 3,000,000 inhabitants, any
10 member may record by tape, film, or other means the
11 proceedings at the meetings. The board or the membership may
12 prescribe reasonable rules and regulations to govern the
13 making of the recordings. The portion of any meeting held to
14 discuss violations of rules and regulations of the
15 corporation by a residential shareholder shall be recorded
16 only with the affirmative assent of that shareholder.
17 (Source: P.A. 91-465, eff. 8-6-99.)
18 Section 99. Effective date. This Act takes effect upon
19 becoming law.
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