2019 Illinois Compiled Statutes
Chapter 805 - BUSINESS ORGANIZATIONS
805 ILCS 120/ - Merger of Not For Profit Corporations Act.

(805 ILCS 120/0.01) (from Ch. 32, par. 188.90)
Sec. 0.01. Short title. This Act may be cited as the Merger of Not For Profit Corporations Act.
(Source: P.A. 86-1324.)


(805 ILCS 120/1) (from Ch. 32, par. 188a)
Sec. 1. Name. Any 2 or more societies, corporations or associations of the same or a similar nature, organized under any special or general law of this State, or of any State of these United States pertaining to corporations not for pecuniary profit for the purpose of conducting any kind of business or enterprise for any lawful purpose other than for pecuniary profit including religious corporations, may merge or consolidate into a single corporation. The corporation formed by the merger or consolidation may take either the name of one of such merging or consolidating corporations; provided, said name is not the same as or similar to that of a corporation then existing under the laws of this State or of a foreign corporation licensed to do business in this State, or a new name not the same as or similar to that of a corporation then existing under the laws of this State or of a foreign corporation licensed to do business in this State.
A foreign corporation may not use or take an assumed or fictitious name in the conduct of its business that intentionally misrepresents the geographic origin or location of the corporation within Illinois.
(Source: P.A. 91-906, eff. 1-1-01.)


(805 ILCS 120/1.5)
Sec. 1.5. Locale misrepresentation.
(a) A person shall not advertise or cause to be listed in a telephone directory an assumed or fictitious business name that intentionally misrepresents where the business is actually located or operating or falsely states that the business is located or operating in the area covered by the telephone directory. This subsection (a) does not apply to a telephone service provider or to the publisher or distributor of a telephone service directory, unless the conduct prescribed in this subsection (a) is on behalf of that telephone service provider or that publisher or distributor.
(b) A foreign not-for-profit corporation that violates this Section is guilty of a petty offense and must be fined not less than $501 and not more than $1,000. A foreign not-for-profit corporation is guilty of an additional offense for each additional day in violation of this Section.
(Source: P.A. 91-906, eff. 1-1-01.)


(805 ILCS 120/2) (from Ch. 32, par. 188b)
Sec. 2. Consolidation - How effected. Merger or consolidation shall be effected in the manner following:
(1) The board of directors, governors, trustees or other governing bodies of each corporation which desires to merge or consolidate, shall pass a resolution prescribing the conditions or term of merger or consolidation, the mode of carrying the same into effect, and the manner of converting the certificates of membership or other evidences of interest of the members of the merging or consolidating corporations, with such other details and provisions as are deemed necessary;
(2) Such resolution shall be submitted to the vote of the members of each corporation, either at a regular or special meeting, of which 20 days' notice stating the purpose to submit such resolution shall be given by mailing a notice thereof to each member of each corporation and by publication;
(3) At such meeting the members, either in person or by proxy, shall vote by ballot for or against the adoption of such resolution, each membership or unit of interest entitling the holder thereof to one vote;
(4) If 2/3 in number of all the outstanding memberships or units of interest of each corporation shall vote in favor of such resolution then such merger or consolidation shall be authorized;
(5) Upon the authorization of such merger or consolidation, a statement to that effect in duplicate, reciting such action and the vote by which the same was adopted, accompanied by a certified copy of the resolution adopted by each merging or consolidating company, and otherwise making the statement required herein for original incorporation, executed by the president or vice-president of each such corporation and verified by their respective oaths, shall be filed in the office of the Secretary of State except that in the case of religious corporations such statement shall be recorded in the office of the recorder in the county in which each such corporation has its principal office;
(6) If such statement, with the accompanying papers, is in conformity with law, the Secretary of State shall in the case of all such corporations except religious corporations file the same and shall issue a certificate of merger or consolidation, making a part thereof such statement and all papers relating thereto;
(7) Upon the filing of such statement with the accompanying papers, such mergers and consolidations shall be effected.
(Source: P.A. 83-358.)


(805 ILCS 120/3) (from Ch. 32, par. 188c)
Sec. 3. Notice of consolidation.
A notice in general terms of such merger or consolidation shall be published in the County in which the principal office of each corporation so merged or consolidated is located.
(Source: Laws 1933, p. 392.)


(805 ILCS 120/4) (from Ch. 32, par. 188d)
Sec. 4. Recording with the recorders. Within 30 days after the publication of said notice as provided by the preceding section in this act as to all such corporations excepting religious corporations, the certificate of the Secretary of State, as required by Clause 6 of Section 2 of this act, to which shall be attached the certificate of the said publication of notice, shall be recorded in the office of the recorder of each county in which the principal place of business of each of the corporations so merged or consolidated is located.
(Source: P.A. 83-358.)


(805 ILCS 120/5) (from Ch. 32, par. 188e)
Sec. 5. Powers and duties of consolidated corporation.
When such merger or consolidation has been effected, the merged or consolidated corporations shall be a single corporation in accordance with the terms and provisions of the resolution so adopted and approved, and shall be subject to all the duties and liabilities, and have all the rights, privileges, immunities and powers of a non-profit corporation formed under the provisions of the laws of this state pertaining to the organization of corporations not for pecuniary profit.
(Source: Laws 1933, p. 392.)


(805 ILCS 120/6) (from Ch. 32, par. 188f)
Sec. 6. Rights and liabilities of consolidated corporation.
Such single merged or consolidated corporation shall thereupon and thereafter possess all the rights, privileges, immunities, powers and franchises, as well of a public as a private nature, and all property, real, personal and mixed, and all debt due on whatever account, as well as for subscriptions to membership and all other things in action, of, or belonging to, each of said corporations, and be subject to all the restrictions, liabilities and duties of each of such corporations so merged or consolidated. All property rights, privileges, immunities, powers and franchises and all and every other interest shall thereafter be as effectually the property of the merged or consolidated corporation as they were of the several and respective merging or consolidating corporations. The title to any real estate, whether by deed or otherwise, under the laws of this state, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.
(Source: Laws 1933, p. 392.)


(805 ILCS 120/7) (from Ch. 32, par. 188g)
Sec. 7. All rights of creditors and all liens upon the property of either of such merging or consolidating companies shall be preserved unimpaired, and all debts, liabilities and duties of the respective corporations shall henceforth attach to such single or merged corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding pending by or against one of the corporations merged or consolidated may be prosecuted to judgment as if such merger or consolidation had not taken place, or the merged or consolidated corporation may be substituted in its place.
(Source: Laws 1933, p. 392.)


(805 ILCS 120/8) (from Ch. 32, par. 188h)
Sec. 8. Consolidation-Issuance of bonds and certificates evidencing interest.
When two or more corporations are merged or consolidated, as provided by this act, the single corporation shall have power and authority to issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates attached, to an amount sufficient to provide for all the payments it will be required to make, or obligations it will be required to assume, in order either to effect such merger or consolidation or thereafter to conduct the enterprise for which it was organized. To secure the payments of such bonds and obligations it shall be lawful to mortgage its corporate franchises, rights, privileges and property, real, personal and mixed, and it shall be lawful to issue certificates of membership or other evidence of interest to such extent as may be necessary to the members of such constituent corporations in exchange or payment for the original memberships or units of interest in the manner and on the terms specified in the resolution of merger or consolidation.
(Source: Laws 1933, p. 392.)


(805 ILCS 120/9) (from Ch. 32, par. 188i)
Sec. 9. Member objecting to consolidation - Rights. Any member of or owner of a unit of interest in any merging or consolidating corporation, objecting to any action of such merging or consolidating corporation in leasing, exchanging, assigning, or selling all or any part of its corporate assets, or objecting to the merger or consolidation with another corporation (the corporation acquiring such assets by lease, exchange, assignment, sale, merger or consolidation being hereinafter referred to as the "acquiring corporation") shall be obligated to sell and transfer to the acquiring corporation and the acquiring corporation shall become and be obligated to purchase such memberships or other evidences of ownership of interest, together with all rights and interest thereby represented, including all cash or securities or other benefits accruing to such share or shares from or by reason of the sale, lease, assignment, merger or consolidation, at a price equal to the fair value of such units of interest or certificates of interest with interest on such fair value at the rate of five per cent per annum from the date such sale, lease, assignment, merger or consolidation shall be consummated. If such fair value and interest is not paid to such objecting member or owner of interest by such acquiring corporation within thirty days after the mailing of notice thereof to the member or owner of interest at his last known address, as shown by the records of the corporation of such sale, lease, assignment, merger or consolidation, then such objecting member or owner of interest may, within sixty days thereafter file a petition in the Circuit Court of the county in which the principal office of the acquiring corporation is located, asking for a finding and determination of the fair value of such memberships or units of interest. Upon the filing of such petition the practice and procedure thereon shall be the same so far as practicable as that under the Eminent Domain Laws of this State, but the court shall have full power and authority to do all things and enter all such orders as it may deem equitable and just for the purpose of preserving and protecting the rights of the parties to the proceeding during the pendency thereof. Such fair values shall be ascertained and valued as of the date of the consummation of such sale, lease, assignment, merger or consolidation, and without regard to any depreciation or appreciation because of or on account of such sale, lease, assignment, merger or consolidation.
The court shall enter judgment against such acquiring corporation for the amount of such fair value and interest thereon, which judgment may be collected as other judgments for the payment of money. Upon the payment of such judgment, such member or owner of interest shall cease to have any interest in such membership or other evidence of ownership in the property of the corporation. Such membership may be held and disposed of by the corporation as it shall see fit.
Unless such objecting member or owner of interest shall file such petition within the time herein limited, such member or owner of interest and those claiming under him shall be conclusively presumed to have authorized, approved and ratified such sale, lease, assignment, merger or consolidation. If at the expiration of 30 days from the time of the consummation of such sale, lease, assignment, merger or consolidation, the person in whose name such membership or unit of interest shall stand, shall not be living or shall be under legal disability, his or her executor, administrator, or guardian, as the case may be, shall be entitled to file such petition within 90 days after the mailing of notice thereof to the members of each corporation at their last known address as shown by the records of the corporations, of the consummation of such sale, lease, assignment, merger or consolidation.
(Source: P.A. 83-706.)


(805 ILCS 120/9.5)
Sec. 9.5. Eminent domain. Notwithstanding any other provision of this Act, any power granted under this Act to acquire property by condemnation or eminent domain is subject to, and shall be exercised in accordance with, the Eminent Domain Act.
(Source: P.A. 94-1055, eff. 1-1-07.)


(805 ILCS 120/10) (from Ch. 32, par. 188j)
Sec. 10. Consolidation of certain missionary and benevolence organizations prior to this Act - Validation. In all cases where, prior to the adoption of this Act, 2 or more such non-profit corporations organized for the promotion of religious, educational, missionary or other benevolent or Christian activities have consolidated, without legal authority as herein by this Act provided, where no objection has been made or shall be made at the time of the passage of this Act to such merger or consolidation by any member of or owner of interest in any such merging or consolidating corporation, then and in that event all of the acts of merger and consolidation of such corporations organized for the promotion of religious, educational, missionary or other benevolent or Christian activities shall be as valid and binding as though taken under and pursuant to the provisions of this Act, and all deeds, gifts, mortgages, bequests, leases, assignments, bills of sale, and all other transfers to or from the merged or consolidated corporation and the title to any real estate and personal property under and by virtue of such deeds, gifts, mortgages, bequests, leases, bills of sale, or otherwise, are hereby validated and made effective to the same extent as though such attempted consolidation had been made pursuant to the provisions of this Act.
(Source: P.A. 84-549.)


(805 ILCS 120/10a) (from Ch. 32, par. 188j-1)
Sec. 10a. Act inapplicable to certain corporations.
The provisions of this Act shall not be applicable to corporations which are subject to the provisions of "An Act to revise the law relating to corporations not for pecuniary profit", enacted by the Sixty-third General Assembly.
(Source: Laws 1943, vol. 1, p. 514.)


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