(805 ILCS 5/2.10) (from Ch. 32, par. 2.10)
Sec. 2.10.
Articles of Incorporation.
The articles of incorporation
shall be executed and filed in duplicate in accordance with Section 1.10 of
this Act.
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that |
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satisfies the requirements of this Act;
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(2) the purpose or purposes for which the
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corporation is organized, which may be stated to be, or to include, the transaction of any or all lawful businesses for which corporations may be incorporated under this Act;
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(3) the address of the corporation's initial
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registered office and the name of its initial registered agent at that office;
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(4) the name and address of each incorporator;
(5) the number of shares of each class the
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corporation is authorized to issue;
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(6) the number and class of shares which the
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corporation proposes to issue without further report to the Secretary of State, and the consideration to be received, less expenses, including commissions, paid or incurred in connection with the issuance of shares, by the corporation therefor. If shares of more than one class are to be issued, the consideration for shares of each class shall be separately stated;
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(7) if the shares are divided into classes, the
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designation of each class and a statement of the designations, preferences, qualifications, limitations, restrictions, and special or relative rights with respect to the shares of each class; and
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(8) if the corporation may issue the shares of any
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preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences of the different series, if the same are fixed in the articles of incorporation, or a statement of the authority vested in the board of directors to establish series and determine the variations in the relative rights and preferences of the different series.
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(b) The articles of incorporation may set forth:
(1) the names and addresses of the individuals who
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are to serve as the initial directors;
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(2) provisions not inconsistent with law with
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(i) managing the business and regulating the
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affairs of the corporation;
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(ii) defining, limiting, and regulating the
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rights, powers and duties of the corporation, its officers, directors and shareholders;
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(iii) authorizing and limiting the preemptive
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right of a shareholder to acquire shares, whether then or thereafter authorized;
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(iv) an estimate, expressed in dollars, of the
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value of all the property to be owned by the corporation for the following year, wherever located, and an estimate of the value of the property to be located within this State during such year, and an estimate, expressed in dollars, of the gross amount of business which will be transacted by it during such year and an estimate of the gross amount thereof which will be transacted by it at or from places of business in this State during such year; or
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(v) superseding any provision of this Act that
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requires for approval of corporate action a two‑thirds vote of the shareholders by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote on the matter and not less than a majority of the outstanding shares of each class of shares entitled to vote as a class on the matter.
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(3) a provision eliminating or limiting the personal
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liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the provision does not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of this Act, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring before the date when the provision becomes effective.
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(4) any provision that under this Act is required or
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permitted to be set forth in the articles of incorporation or by‑laws.
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(c) The articles of incorporation need not set forth any of the corporate
powers enumerated in this Act.
(d) The duration of a corporation is perpetual unless otherwise specified
in the articles of incorporation.
(e) If the data to which reference is made in subparagraph (iv) of
paragraph (2) of subsection (b) of this Section is not included in the articles
of incorporation, the franchise tax provided for in this Act shall be computed
on the basis of the entire paid‑in capital as set forth pursuant to paragraph
(6) of subsection (a) of this Section, until such time as the data to which
reference is made in subparagraph (iv) of paragraph (2) of subsection (b) is
provided in accordance with either Section 14.05 or Section 14.25 of this Act.
When the provisions of this Section have been complied with, the Secretary
of State shall file the articles of incorporation.
(Source: P.A. 92‑33, eff. 7‑1‑01; 93‑59, eff. 7‑1‑03.)
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(805 ILCS 5/2.20) (from Ch. 32, par. 2.20)
Sec. 2.20.
Organization of Corporation.
(a) If there are no
preincorporation
subscribers and if initial directors are not named in the articles of
incorporation,
a meeting of the incorporators shall be held at the call of
a majority of the incorporators for the purpose of naming the initial
directors.
(b) If there are preincorporation subscribers and if initial directors
are not named in the articles of incorporation, the first meeting of
shareholders
shall be held after the filing of the articles of incorporation at
the call of a majority of the incorporators for the purpose of:
(1) electing initial directors;
(2) adopting by‑laws if the articles of |
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incorporation so require or the shareholders so determine;
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(3) such other matters as shall be stated in the
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(4) In lieu of a meeting, shareholder action may be
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taken by consent in writing pursuant to Section 7.10 of this Act.
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(c) The first meeting of the initial directors shall be held at the call
of the majority of them for the purpose of:
(1) adopting by‑laws if the shareholders have not
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(2) electing officers; and
(3) transacting such other business as may come
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(d) At least three days written notice of an organizational meeting shall
be given unless the persons entitled to such notice waive the same in writing,
either before or after such meeting. An organizational meeting may be held
either within or without this State.
(Source: P.A. 92‑33, eff. 7‑1‑01.)
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(805 ILCS 5/2.30) (from Ch. 32, par. 2.30)
Sec. 2.30.
Emergency by‑laws.
The board of directors of any corporation, subject to approval by not
less than a majority of the shares voting on the proposal, may adopt
emergency by‑laws, subject to repeal or change by action of the
shareholders, which, to the extent therein provided and notwithstanding any
different provisions elsewhere in this Act or in the articles of
incorporation or by‑laws, shall be operative upon (a) the declaration of a
civil defense emergency by the President of the United States or by
concurrent resolution of the Congress of the United States pursuant to
Title 50, Appendix, Section 2291 of the United States Code, or any
amendment thereof, or (b) upon a proclamation of a civil defense emergency
by the Governor of the State of Illinois which relates to an attack or
imminent attack on the United States or any of its possessions. Such
emergency by‑laws shall cease to be effective and shall be suspended upon
any proclamation by the President of the United States, or the passage by
the Congress of a concurrent resolution, or any declaration by the Governor
of Illinois that such civil defense emergency no longer exists.
Emergency by‑laws adopted pursuant to this Act may contain such
provisions as may be deemed practical and necessary for the interim
management of the affairs of the corporation, including, without
limitation, provisions with respect to the number of directors or
shareholders who shall constitute a quorum at a meeting of the board of
directors or the shareholders, the number of votes necessary for action by
such board or by the shareholders, the procedure for holding a special
election of directors and the procedure for calling and holding meetings of
shareholders or directors. No officer, director or employee shall be liable
for any action taken by him in good faith in such an emergency to protect
or preserve assets of the corporation endangered by the existence of such
emergency even though not authorized by the by‑laws then in effect.
Notwithstanding anything contained herein to the contrary, emergency
by‑laws adopted pursuant to this Act shall not supersede the regular
by‑laws of the corporation, the articles of incorporation or the provisions
of this Act, in respect to amending the articles of incorporation or the
regular by‑laws of the corporation, adopting a plan of merger, consolidation
or exchange of shares with another corporation or
corporations, authorizing the
sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the corporation other than
in the usual and regular course of business, authorizing a liquidating
dividend, or authorizing the dissolution of the corporation; and the
regular by‑laws of the corporation, the articles of incorporation and the
provisions of this Act shall continue in full force and effect for such
purposes.
(Source: P.A. 85‑1269.)
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