Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 315/12) (from Ch. 32, par. 451) Sec. 12. The affairs of the association shall be managed by a board of not less than five directors, to be elected by the members or stockholders with such qualifications as may be provided for in the articles of incorporation or by-laws.…

(805 ILCS 315/13) (from Ch. 32, par. 452) Sec. 13. The directors shall elect from their number, a president, and one or more vice-presidents. They shall also elect a secretary and treasurer, who need not be directors or members of the association, and they may combine the two lat…

(805 ILCS 315/14) (from Ch. 32, par. 453) Sec. 14. Every officer, employee and agent handling funds or negotiable instruments or property of or for any association created hereunder shall be required to execute and deliver adequate bonds for the faithful performance of his duties…

(805 ILCS 315/15) (from Ch. 32, par. 454) Sec. 15. When a member of an association organized without capital stock, has paid his membership fee in full, he shall receive a certificate of membership. (Source: Laws 1967, p. 3777.)

(805 ILCS 315/15.1) (from Ch. 32, par. 454.1) Sec. 15.1. An association may issue its shares of stock, having no par value, from time to time for such consideration as may be fixed by the board of directors. (Source: Laws 1967, p. 3777.)

(805 ILCS 315/15.2) (from Ch. 32, par. 454.2) Sec. 15.2. No association shall issue stock until it has been fully paid for. Promissory notes may be accepted by the association as full or partial payment of the stock. The association shall hold the stock as security for the paymen…

(805 ILCS 315/15.3) (from Ch. 32, par. 454.3) Sec. 15.3. No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory notes…

(805 ILCS 315/15.4) (from Ch. 32, par. 454.4) Sec. 15.4. No stockholder of an association, organized hereunder, except an association organized under this Act, or an association as defined in this Act or one subject to the "General Not for Profit Corporation Act," as heretofore o…

(805 ILCS 315/15.5) (from Ch. 32, par. 454.5) Sec. 15.5. No member in any association without capital stock, shall be entitled to more than one vote. (Source: Laws 1967, p. 3777.)

(805 ILCS 315/15.6) (from Ch. 32, par. 454.6) Sec. 15.6. Preferred stock may be sold to any person, member, or non-member, and may be redeemable or retireable by the association, on such terms and conditions as may be provided for by the articles of incorporation, and printed on …

(805 ILCS 315/15.7) (from Ch. 32, par. 454.7) Sec. 15.7. An association may, at any time, except when the debts of the association exceed 50 per cent of the assets thereof, buy in or purchase its common stock at the book value thereof, as conclusively determined by the board of d…

(805 ILCS 315/15.8) (from Ch. 32, par. 454.8) Sec. 15.8. Limited Liability of directors. (a) No director of a corporation organized under this Act shall be liable, and no cause of action may be brought for damages resulting from the exercise of judgment or discretion in connectio…

(805 ILCS 315/16) (from Ch. 32, par. 455) Sec. 16. Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by five per cent of the members, requesting the removal of the officer o…

(805 ILCS 315/17) (from Ch. 32, par. 456) Sec. 17. Upon demand of one-third of the entire board of directors, made immediately and so recorded at the same meeting at which the original motion was passed, any matter of policy that has been approved or passed by the board must be r…

(805 ILCS 315/18) (from Ch. 32, par. 457) Sec. 18. The association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, all or any specified part of their agricultural products or specified commodities exclusively to or …

(805 ILCS 315/19) (from Ch. 32, par. 458) Sec. 19. (a) The by-laws or the marketing contract may fix, as liquidated damages, specific sums to be paid by the members or stockholders to the association upon the breach by him or her of any provision of the marketing contract regardi…

(805 ILCS 315/2) (from Ch. 32, par. 441) Sec. 2. Definitions and short title. (a) As used in this Act: The term "Director of Agriculture" means the Director of the Illinois Department of Agriculture or the Director's designee. The term "agricultural products" shall include hortic…

(805 ILCS 315/20) (from Ch. 32, par. 459) Sec. 20. Whenever an association, organized hereunder with preferred capital stock, shall purchase the stock or any property, or any interest in any property of any person, firm or corporation or association, it may discharge the obligati…

(805 ILCS 315/21) (from Ch. 32, par. 460) Sec. 21. Each association formed or authorized to do business in Illinois under this Act shall prepare and make out an annual report on forms prescribed by the Director of Agriculture containing the name of the association; the names and …

(805 ILCS 315/22) (from Ch. 32, par. 461) Sec. 22. Any provisions of law which are in conflict with this Act shall be construed as not applying to the associations herein provided for. Any exemptions whatsoever under any and all existing laws applying to agricultural products in …

(805 ILCS 315/23) (from Ch. 32, par. 462) Sec. 23. An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other association or corporation, with or without capital stock, and engaged in preserving, drying, processing, ca…

(805 ILCS 315/24) (from Ch. 32, par. 463) Sec. 24. Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with a…

(805 ILCS 315/25) (from Ch. 32, par. 464) Sec. 25. Any co-operative association with or without capital stock as defined in this Act heretofore or hereafter organized under laws of another State shall be allowed to carry on any proper activities, operations and functions in this …

(805 ILCS 315/26) (from Ch. 32, par. 465) Sec. 26. Any corporation or association organized under any general or special Act of this State, shall have the benefits of this Act, and be bound thereby, upon filing with the Secretary of State, a written declaration, attested by the s…

(805 ILCS 315/27) (from Ch. 32, par. 466) Sec. 27. Any person who maliciously and knowingly spreads false reports about the finances or management or activity of an association organized hereunder or organized under a similar statute of another State with similar restrictions, an…

(805 ILCS 315/28) (from Ch. 32, par. 467) Sec. 28. Any person, firm or corporation who solicits or persuades or permits any member of any association organized hereunder to breach his marketing contract with the association by accepting or receiving such member's products for sal…

(805 ILCS 315/29) (from Ch. 32, par. 468) Sec. 29. No association as defined in this Act engaged in any of the activities herein, shall be deemed to be a conspiracy or combination in unlawful restraint of trade or an illegal monopoly; or an attempt to lessen competition or to fix…

(805 ILCS 315/3) (from Ch. 32, par. 442) Sec. 3. Eleven (11) or more persons, a majority of whom are residents of this State, engaged in the production of agricultural products, may form a non-profit, co-operative association, with or without capital stock, under the provisions o…

(805 ILCS 315/30) (from Ch. 32, par. 469) Sec. 30. If any section of this Act shall be declared unconstitutional for any reason, the remainder of this Act shall not be affected thereby. (Source: Laws 1923, p. 286.)

(805 ILCS 315/31) (from Ch. 32, par. 470) Sec. 31. Applicability of general corporation laws; mergers. (a) The provisions of the general corporation laws of this State, relating to corporations for pecuniary profit, and all powers and rights thereunder shall apply to the associat…

(805 ILCS 315/32) (from Ch. 32, par. 471) Sec. 32. Each year, within 6 months after the end of the association's fiscal year, each association organized or qualified to do business within this State under this Act shall file an annual report with the Director of Agriculture as re…

(805 ILCS 315/33) (from Ch. 32, par. 472) Sec. 33. For filing articles of incorporation, an association organized hereunder shall pay $100; and for filing an amendment to the articles, $25. Fees for filing articles of incorporation or an amendment to the articles shall be paid to…

(805 ILCS 315/4) (from Ch. 32, par. 443) Sec. 4. An association may be organized under this Act for the purpose of engaging in any co-operative activity in connection with the producing, marketing or selling of agricultural products or with the harvesting, preserving, drying, pro…

(805 ILCS 315/5) (from Ch. 32, par. 444) Sec. 5. Every group of persons contemplating the organization of an association under this Act is urged to communicate with the Director of Agriculture, who will share any information the Department may have regarding the marketing conditi…

(805 ILCS 315/6) (from Ch. 32, par. 445) Sec. 6. Each association organized under this Act shall have the following powers: (a) To engage in any activity in connection with the producing, marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, pack…

(805 ILCS 315/7) (from Ch. 32, par. 446) Sec. 7. Under the terms and conditions prescribed in the by-laws adopted by it, an association may admit as members (or issue common stock to), only persons engaged in the production of agricultural products and/or co-operative association…

(805 ILCS 315/8) (from Ch. 32, par. 447) Sec. 8. Each association organized under this Act, shall prepare and file articles of incorporation, setting forth: (a) The name of the association which may or may not include the word co-operative or any abbreviation thereof. (b) The pur…

(805 ILCS 315/9) (from Ch. 32, par. 448) Sec. 9. The articles of incorporation may be altered or amended at any regular meeting, or any special meeting called for that purpose. An amendment may be adopted by the approval of two-thirds of the directors followed by a favorable vote…

(805 ILCS 317/1) Sec. 1. Short title. This Act may be cited as the Limited Worker Cooperative Association Act. (Source: P.A. 101-292, eff. 1-1-20.)

(805 ILCS 317/10) Sec. 10. Definitions. In this Act: "Candidate" means a worker who is being considered for membership in a worker cooperative, as defined in the cooperative association's articles or cooperative agreement. "Collective worker cooperative" means a limited worker co…

(805 ILCS 317/12) Sec. 12. Powers of Secretary of State and rulemaking. (a) The Secretary of State shall have the power and authority reasonably necessary to administer this Act efficiently and to perform the duties imposed in this Act. The Secretary of State's function under thi…

(805 ILCS 317/15) Sec. 15. Purpose of limited worker cooperative association. (a) A limited worker cooperative association is an entity distinct from its members. (b) A limited worker cooperative association may be organized for any lawful purpose, whether or not for profit. (c) …

(805 ILCS 317/16) Sec. 16. Application of the Limited Liability Company Act. The Limited Liability Company Act applies to limited worker cooperative associations, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of limited…

(805 ILCS 317/20) Sec. 20. Formation of limited worker cooperative association. (a) A limited worker cooperative association must be organized by one or more organizers. Organizers need not be members of the worker cooperative association. (b) To form a limited worker cooperative…

(805 ILCS 317/21) Sec. 21. Limited worker cooperative association; name. (a) The name of each limited worker cooperative association organized, existing, or subject to the provisions of this Act: (1) shall contain the terms "Limited Worker Cooperative Association", "LWCA", or "L.…

(805 ILCS 317/22) Sec. 22. Forms, execution, acknowledgment, and filing. (a) All reports required by this Act to be filed in the Office of the Secretary of State shall be made on forms prescribed and furnished by the Secretary of State. Forms for all other documents to be filed i…

(805 ILCS 317/25) Sec. 25. Articles of organization. The articles of organization of a limited worker cooperative association shall state: (1) the domestic entity name of the limited worker cooperative association; (2) the purposes for which the limited worker cooperative associa…

(805 ILCS 317/30) Sec. 30. Organization of limited worker cooperative association. (a) After a limited worker cooperative association is formed: (1) if initial managers or managing members are named in the articles, the initial managers or managing members shall hold an organizat…

(805 ILCS 317/35) Sec. 35. Cooperative agreement. (a) A cooperative agreement shall include: (1) a statement of the capital structure of the limited worker cooperative association; (2) the classes or other types of members' interests and the relative rights, preferences, privileg…

(805 ILCS 317/36) Sec. 36. Annual reports. (a) A limited worker cooperative association organized under the laws of this State shall file, within the time prescribed by this Act, an annual report setting forth all of the following: (1) The name of the limited worker cooperative a…