2005 Illinois Code - 805 ILCS 105/ General Not For Profit Corporation Act of 1986. Article 7 - Members
(805 ILCS 105/Art. 7 heading)ARTICLE 7.
MEMBERS
(805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
Sec. 107.03.
Members.
(a) A corporation may have one or more classes of members or may have no
members.
(b) If the corporation has one or more classes of members,
the designation of the class or classes and the
qualifications and rights of the members of each class shall
be set forth in the articles of incorporation or the bylaws.
The articles of incorporation or the bylaws may provide for
representatives or delegates of members and may establish their
qualifications and rights.
(c) If the corporation is to have no members, that fact
shall be set forth in the articles of incorporation or the
bylaws.
(d) A corporation may issue certificate evidencing membership therein.
(e) The transfer of a certificate of membership in a
not‑for‑profit corporation in which assets are held for a
charitable, religious, eleemosynary, benevolent or
educational purpose, shall be without payment of any
consideration of money or property of any kind or value to
the transferor in respect to such transfer. Any transfer in
violation of this Section shall be void.
(f) Where the articles of incorporation or bylaws provide
that a corporation shall have no members, or where a
corporation has under its articles of incorporation, bylaws
or in fact no members entitled to vote on a matter, any
provision of this Act requiring notice to, the presence of,
or the vote, consent or other action by members of the
corporation in connection with such matter shall be
satisfied by notice to, the presence of, or the vote,
consent or other action of the directors of the corporation.
(g) A residential cooperative not‑for‑profit corporation containing 50 or
more single family units
with individual unit legal descriptions based upon a recorded plat of a
subdivision
and located in a county with a population between
780,000 and 3,000,000 shall specifically set forth the qualifications and
rights of its members in the Articles of Incorporation and the bylaws.
(Source: P.A. 91‑465, eff. 8‑6‑99.)
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(805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
Sec. 107.05.
Meeting of members.
(a) Meetings of
members may be held either within or without
this State, as may be provided in the bylaws or in a
resolution of the board of directors pursuant to authority
granted in the bylaws. In the absence of any such
provision, all meetings shall be held at the registered
office of the corporation in this State.
(b) An annual meeting of the members entitled to vote may
be held at such time as may be provided in the bylaws or in
a resolution of the board of directors pursuant to authority
granted in the bylaws. Failure to hold the annual meeting
at the designated time shall not work a forfeiture or
dissolution of the corporation nor affect the validity of
corporate action. If an annual meeting has not been held
within the earlier of six months after the end of the
corporation's fiscal year or fifteen months after its last
annual meeting and if, after a request in writing directed
to the president of the corporation, a notice of meeting is
not delivered to members entitled to vote within 60 days of
such request, then any member entitled to vote at an annual
meeting may apply to the circuit court of the county in
which the registered office or principal place of business
of the corporation is located for an order directing that
the meeting be held and fixing the time and place of the
meeting. The court may issue such additional orders as may
be necessary or appropriate for the holding of the meeting.
(c) Special meetings of the members may be called by the
president or by the board of directors. Special meetings of
the members may also be called by such other officers or
persons or number or proportion of members entitled to vote
as may be provided in the articles of incorporation or the
bylaws. In the absence of a provision fixing the number or
proportion of members entitled to vote who are entitled to
call a meeting, a special meeting of members entitled to
vote may be called by such members having one‑twentieth of
the votes entitled to be cast at such meeting.
(d) Unless specifically prohibited by the articles of
incorporation or bylaws, a corporation may allow members entitled to vote
to participate in and act at any meeting through the use of a
conference telephone or interactive technology, including but not limited to
electronic transmission, Internet usage, or remote communication, by
means of which all persons participating in the meeting can
communicate with each other. Participation in such meeting
shall constitute attendance and presence in person at the
meeting of the person or persons so participating.
(e) For meetings of a not‑for‑profit corporation organized for the purpose
of residential cooperative housing, consisting of 50 or more single family
dwellings
with individual unit legal descriptions based upon a recorded plat of a
subdivision,
and located in a county containing a population between 780,000 and
3,000,000 inhabitants, any member may record by tape, film, or other means the
proceedings at the meetings. The board or the membership may prescribe
reasonable rules and regulations to govern the making of the recordings. The
portion of any meeting held to discuss violations of rules and regulations of
the corporation by a residential shareholder shall be recorded only with the
affirmative assent of that shareholder.
(Source: P.A. 91‑465, eff. 8‑6‑99; 92‑771, eff. 8‑6‑02.)
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(805 ILCS 105/107.10) (from Ch. 32, par. 107.10)
Sec. 107.10.
Informal action by members entitled to
vote. (a) Unless otherwise provided in the articles of
incorporation or the bylaws, any action required by this
Act to be taken at any annual or special meeting of the
members entitled to vote, or any other action which may be
taken at a meeting of the members entitled to vote, may be
taken without a meeting and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed
either: (i) by all of the members entitled to vote with
respect to the subject matter thereof, or (ii) by the
members having not less than the minimum number of votes
that would be necessary to authorize or take such action at
a meeting at which all members entitled to vote thereon were
present and voting.
(b) If such consent is signed by less than all of the
members entitled to vote, then such consent shall become
effective only: (1) if, at least 5 days prior to the
effective date of such consent, a notice in writing of the
proposed action is delivered to all of the members entitled
to vote with respect to the subject matter thereof, and (2)
if, after the effective date of such consent, prompt notice
in writing of the taking of the corporate action without a
meeting is delivered to those members entitled to vote who
have not consented in writing.
(c) In the event that the action which is consented to is
such as would have required the filing of a certificate
under any other Section of this Act if such action had been
voted on by the members at a meeting thereof, the
certificate filed under such other Section shall state, in
lieu of any statement required by such Section concerning
any vote of members, that written consent has been given in
accordance with the provisions of this Section and that
written notice has been delivered as provided in this
Section.
(Source: P.A. 84‑1423.)
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(805 ILCS 105/107.15) (from Ch. 32, par. 107.15)
Sec. 107.15.
Notice of members' meetings.
Written
notice stating the place, day, and hour of the meeting and,
in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less
than 5 nor more than 60 days before the date of the meeting,
or in the case of a removal of one or more directors, a
merger, consolidation, dissolution or sale, lease or
exchange of assets not less than 20 nor more than 60 days
before the date of the meeting, by or at the direction of
the president, or the secretary, or the officer or persons
calling the meeting, to each member of record entitled to
vote at such meeting.
A residential cooperative not‑for‑profit corporation containing 50 or more
single family units
with individual unit legal descriptions based upon a recorded plat of a
subdivision
and located in a county with a population between 780,000
and 3,000,000 shall, in addition to the other requirements of this Section,
post notice of member's meetings in conspicuous places in the residential
cooperative at least 48 hours prior to the meeting of the members.
(Source: P.A. 91‑465, eff. 8‑6‑99.)
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(805 ILCS 105/107.20) (from Ch. 32, par. 107.20)
Sec. 107.20.
Waiver of notice.
Whenever any notice
whatever is required to be given under the provisions of
this Act or under the provisions of the articles of
incorporation or bylaws of any corporation, a waiver
thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such
notice. Attendance at any meeting shall constitute waiver
of notice thereof unless the person at the meeting objects
to the holding of the meeting because proper notice was not
given.
(Source: P.A. 84‑1423.)
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(805 ILCS 105/107.25) (from Ch. 32, par. 107.25)
Sec. 107.25.
Fixing record date for voting.
For the
purpose of determining members entitled to notice of or to
vote at any meeting of members, or in order to make a
determination of members for any other proper purpose, the
board of directors of a corporation may fix in advance a
date as the record date for any such determination of
members, such date in any case to be not more than 60 days
and, for a meeting of members, not less than 5 days, or in
the case of a merger, consolidation, dissolution or sale,
lease or exchange of assets, not less than 20 days,
immediately preceding such meeting. If no record date is
fixed for the determination of members entitled to notice of
or to vote at a meeting of members, the date on which notice
of the meeting is delivered shall be the record date for
such determination of members. When a determination of
members entitled to vote at any meeting of members has been
made as provided in this Section, such determination shall
apply to any adjournment thereof. In lieu of the board of
directors from time to time establishing record dates, the
bylaws of the corporation may establish a mechanism for
determining record dates in all or specified instances.
(Source: P.A. 84‑1423.)
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(805 ILCS 105/107.35) (from Ch. 32, par. 107.35)
Sec. 107.35.
Inspectors.
At any meeting of members, the
chairman of the meeting may, or upon the request of any
members shall, appoint one or more persons as inspectors for
such meeting, unless an inspector or inspectors shall have
been previously appointed for such meeting in the manner
provided by the bylaws of the corporation.
Such inspectors shall ascertain and report the number of
votes represented at the meeting, based upon their
determination of the validity and effect of proxies; count
all votes and report the results; and do such other acts as
are proper to conduct the election and voting with
impartiality and fairness to all the members.
Each report of an inspector shall be in writing and signed
by him or her or by a majority of them if there be more than
one inspector acting at such meeting. If there is more than
one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or
inspectors on the number of votes represented at the meeting
and the results of the voting shall be prima facie evidence
thereof.
(Source: P.A. 84‑1423.)
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(805 ILCS 105/107.40) (from Ch. 32, par. 107.40)
Sec. 107.40.
Voting.
(a) The right of the members, or
any class or classes of members, to vote may be limited,
enlarged or denied to the extent specified in the articles
of incorporation or the bylaws. Unless so limited,
enlarged or denied, each member, regardless of class, shall
be entitled to one vote on each matter submitted to a vote
of members.
(b) The articles of incorporation or the bylaws may
provide that in all elections for directors every member
entitled to vote shall have the right to cumulate his or her vote
and to give one candidate a number of votes equal to his or her
vote multiplied by the number of directors to be elected, or
to distribute such votes on the same principle among as many
candidates as he or she shall think fit.
(c) If a corporation has no members or its members have no
right to vote, the directors shall have the sole voting
power.
(Source: P.A. 84‑1423.)
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(805 ILCS 105/107.50) (from Ch. 32, par. 107.50)
Sec. 107.50.
Proxies.
A member entitled to vote may
vote in person or, unless the articles of incorporation or
the bylaws otherwise provide, by proxy executed in writing
by the member or by that member's duly authorized attorney‑in‑fact.
No proxy shall be valid after 11 months from the
date of its execution, unless otherwise provided in the
proxy. Where directors or officers are to be elected by
members, the bylaws may provide that such elections may be
conducted by mail.
(Source: P.A. 84‑1423.)
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(805 ILCS 105/107.60) (from Ch. 32, par. 107.60)
Sec. 107.60.
Quorum of members entitled to vote.
Unless
otherwise provided by the articles of incorporation or the
bylaws, members holding one‑tenth of the votes entitled to
be cast on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter
at a meeting of members. If a quorum is present, the
affirmative vote of a majority of the votes present and
voted, either in person or by proxy, shall be the act of the
members, unless the vote of a greater number or voting by
classes is required by this Act, the articles of
incorporation or the bylaws. The articles of incorporation
or bylaws may require any number or percent greater or
smaller than one‑tenth up to and including a requirement of
unanimity to constitute a quorum.
(Source: P.A. 84‑1423.)
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(805 ILCS 105/107.70) (from Ch. 32, par. 107.70)
Sec. 107.70.
Voting agreements.
(a) Members entitled
to vote may provide for the casting of their votes by
signing an agreement for that purpose.
(b) A voting agreement created under this Section is
specifically enforceable in accordance with the principles
of equity.
(Source: P.A. 84‑1423.)
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(805 ILCS 105/107.75) (from Ch. 32, par. 107.75)
Sec. 107.75.
Books and records.
(a) Each corporation shall
keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its members,
board of directors and committees having any of the
authority of the board of directors; and shall keep at its
registered office or principal office a record giving the
names and addresses of its members entitled to vote. All
books and records of a corporation may be inspected by any
member entitled to vote, or that member's agent or attorney,
for any proper purpose at any reasonable time.
(b) A residential cooperative not‑for‑profit corporation containing 50 or
more single family units
with individual unit legal descriptions based upon a recorded plat of a
subdivision
and located in a county with a population between
780,000 and 3,000,000 shall keep an accurate and complete account of all
transfers of membership and shall, on a quarterly basis, record all transfers
of membership with the county clerk of the county in which the residential
cooperative is located. Additionally, a list of all transfers of membership
shall be available for inspection by any member of the corporation.
(Source: P.A. 91‑465, eff. 8‑6‑99.)
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(805 ILCS 105/107.80) (from Ch. 32, par. 107.80)
Sec. 107.80.
Derivative suits by voting members.
Nothing in this
Act shall be construed to affect any pre‑existing common law right of a
voting member to bring an action in this State in the right of such
corporation, nor shall this Act be construed to create any such right that
did not exist prior to the effective date of this Act.
(Source: P.A. 84‑1423.)
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(805 ILCS 105/107.85) (from Ch. 32, par. 107.85)
Sec. 107.85.
Nonliability of members.
The members of a corporation
shall not be personally liable for any debt or obligation of the
corporation.
(Source: P.A. 87‑854.)
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(805 ILCS 105/107.90)
Sec. 107.90.
Not‑for‑profit residential cooperative.
(a) As used in this Section:
"Member" includes the plural "members", where a |
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membership is jointly held.
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"Membership agreement" means the contract and other
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documents that define the rights of the member to occupy, use, or possess a portion or all of a parcel of real estate exclusively.
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"Class of membership" means a grouping of members
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based on the same privileges, rights, and manner of treatment by the corporation.
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(b) The provisions of this Section apply only to a not‑for‑profit
corporation organized for the purpose of residential cooperative housing
consisting of 50 or more single family dwellings
with individual unit legal descriptions based upon a recorded plat of a
subdivision,
located in a county
containing a population between 780,000 and 3,000,000 inhabitants, and for
which the title to one or more member's parcels is held by the corporation.
(c) If (i) title for real property occupied or controlled by a member under
a membership agreement is held by or is transferred to that member; (ii) more
than one class of membership exists; or (iii) the corporation fails to obtain
recognition or loses recognition as a Cooperative Housing Corporation under
Section 216 of the Internal Revenue Code of 1954, as amended, then:
(1) The board of directors shall issue notice to the
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members within 10 days after obtaining knowledge of (i), (ii), or (iii), or within 10 days after the effective date of this amendatory Act of the 91st General Assembly, if the board obtained such knowledge before the effective date of this amendatory Act of the 91st General Assembly.
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(2) At the member's option, any member may receive a
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warranty deed for full title to the real property that he or she occupies issued by the not‑for‑profit corporation, upon presentation of a notarized and written request to the corporation, provided that the corporation holds the title.
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(3) The member may withdraw from the corporation, at
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the member's option. The member shall retain his or her interest in any common property held by the corporation or may transfer his or her interest to the corporation for fair value, at the member's option.
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(Source: P.A. 91‑465, eff. 8‑6‑99.)
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