Chapter 805, BUSINESS ORGANIZATIONS

(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…

(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 o…

(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 bylaws explicitly prohibit, by proxy executed in writing by the member or by that member's duly authorized attorney-in-f…

(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, s…

(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 acco…

(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 au…

(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 thi…

(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.)

(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 membership is jointly held. "Membership agreement" means the contract and other documents that define the rights of the member t…

(805 ILCS 5/7.05) (from Ch. 32, par. 7.05) Sec. 7.05. Meetings of shareholders. Meetings of shareholders may be held either within or without this State, as may be provided in the by-laws or in a resolution of the board of directors pursuant to authority granted in the by-laws. I…

(805 ILCS 5/7.10) (from Ch. 32, par. 7.10) Sec. 7.10. Informal action by shareholders. (a) Unless otherwise provided in the articles of incorporation or Section 12.10 of this Act, any action required by this Act to be taken at any annual or special meeting of the shareholders of …

(805 ILCS 5/7.15) (from Ch. 32, par. 7.15) Sec. 7.15. Notice of shareholders' meetings. Written notice stating the place, if any, day, hour of the meeting, and the means of remote communication, if any, by which shareholders may be deemed to be present in person and vote at such …

(805 ILCS 5/7.20) (from Ch. 32, par. 7.20) Sec. 7.20. 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 by-laws of any corporation, a waiver thereof in writing signed…

(805 ILCS 5/7.25) (from Ch. 32, par. 7.25) Sec. 7.25. Fixing record date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination …

(805 ILCS 5/7.30) (from Ch. 32, par. 7.30) Sec. 7.30. Voting lists. The officer or agent having charge of the transfer book for shares of a corporation shall make, within 20 days after the record date for a meeting of shareholders or 10 days before such meeting, whichever is earl…

(805 ILCS 5/7.35) (from Ch. 32, par. 7.35) Sec. 7.35. Inspectors. At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting, unless an inspector or inspectors shall hav…

(805 ILCS 5/7.40) (from Ch. 32, par. 7.40) Sec. 7.40. Voting of shares. (a) Subject to subsections (b), (c), and (d) of this Section 7.40, each outstanding share, regardless of class, shall be entitled to one vote in each matter submitted to a vote at a meeting of shareholders, a…

(805 ILCS 5/7.45) (from Ch. 32, par. 7.45) Sec. 7.45. Voting of shares by certain holders. Shares of a corporation held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given…

(805 ILCS 5/7.50) (from Ch. 32, par. 7.50) Sec. 7.50. Proxies. (a) A shareholder may appoint a proxy to vote or otherwise act for him or her by delivering a valid appointment form to the person so appointed or to a proxy solicitation firm, proxy support service organization, or l…

(805 ILCS 5/7.55) (from Ch. 32, par. 7.55) Sec. 7.55. Proxy solicitation. No proxy shall be solicited by means of any communication containing a statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any m…

(805 ILCS 5/7.60) (from Ch. 32, par. 7.60) Sec. 7.60. Quorum of shareholders. Unless otherwise provided in the articles of incorporation, a majority of votes of the shares, entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for consideratio…

(805 ILCS 5/7.65) (from Ch. 32, par. 7.65) Sec. 7.65. Voting trust. (a) One or more shareholders may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares for a stated duration, which may be perpetual …

(805 ILCS 5/7.70) (from Ch. 32, par. 7.70) Sec. 7.70. Voting agreements. (a) Shareholders may provide for the voting of their shares by signing an agreement for that purpose. A voting agreement created under this Section is not subject to the provisions of Section 7.65. (b) A vot…

(805 ILCS 5/7.71) (from Ch. 32, par. 7.71) Sec. 7.71. Shareholder agreements. (a) Shareholders may unanimously agree in writing as to matters concerning the management of a corporation provided no fraud or apparent injury to the public or creditors is present, and no clearly proh…

(805 ILCS 5/7.75) (from Ch. 32, par. 7.75) Sec. 7.75. Corporate records - Examination by shareholders. (a) Each corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its shareholders and board of directors and c…

(805 ILCS 5/7.80) (from Ch. 32, par. 7.80) Sec. 7.80. Provisions relating to actions by shareholders. (a) No action shall be brought in this State by a shareholder in the right of a domestic or foreign corporation unless the plaintiff was a shareholder of record at the time of th…

(805 ILCS 5/7.85) (from Ch. 32, par. 7.85) Sec. 7.85. Vote required for certain business combinations. A. This Section shall apply to any domestic corporation that (i) has any equity securities registered under Section 12 of the Securities Exchange Act of 1934 or is subject to Se…

(805 ILCS 5/7.90) Sec. 7.90. Waiver. (a) Unless otherwise provided in the articles of incorporation, a shareholder who executes and delivers to the corporation a written instrument irrevocably waiving the right (i) to vote any shares held by such shareholder, whether for the elec…

(805 ILCS 215/701) Sec. 701. Partner's transferable interest. The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property. (Source: P.A. 93-967, eff. 1-1-05.)

(805 ILCS 206/701) Sec. 701. Purchase of dissociated partner's interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under Section 801 of this Act, the partnership shall cause the dissociated par…

(805 ILCS 206/702) Sec. 702. Dissociated partner's power to bind and liability to partnership. (a) For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Artic…

(805 ILCS 215/702) Sec. 702. Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partners…

(805 ILCS 215/703) Sec. 703. Rights of creditor of partner or transferee. (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatis…

(805 ILCS 206/703) Sec. 703. Dissociated partner's liability to other persons. (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obliga…

(805 ILCS 206/704) Sec. 704. Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation …

(805 ILCS 215/704) Sec. 704. Power of estate of deceased partner. If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in Section 702 and, for the purposes of settling the estate, may e…

(805 ILCS 206/705) Sec. 705. Continued use of partnership name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or th…

(805 ILCS 105/108.05) (from Ch. 32, par. 108.05) Sec. 108.05. Board of directors. (a) Each corporation shall have a board of directors, and except as provided in articles of incorporation, the affairs of the corporation shall be managed by or under the direction of the board of d…

(805 ILCS 105/108.10) (from Ch. 32, par. 108.10) Sec. 108.10. Number, election and resignation of directors. (a) The board of directors of a corporation shall consist of three or more directors. The number of directors shall be fixed by the bylaws, except the number of initial di…

(805 ILCS 105/108.15) (from Ch. 32, par. 108.15) Sec. 108.15. Quorum of directors. (a) Unless otherwise provided in the articles of incorporation or the bylaws, a majority of the directors then in office shall constitute a quorum; provided, that in no event shall a quorum consist…

(805 ILCS 105/108.20) (from Ch. 32, par. 108.20) Sec. 108.20. Place of directors' meetings. Regular or special meetings of the board of directors may be held either within or without this State. (Source: P.A. 84-1423.)

(805 ILCS 105/108.21) (from Ch. 32, par. 108.21) Sec. 108.21. Meetings of the board of directors of a not-for-profit homeowners association or residential cooperative not-for-profit corporation shall be open to any member, except for the portion of any meeting held (i) to discuss…

(805 ILCS 105/108.22) Sec. 108.22. Distribution electric cooperatives. (a) A distribution electric cooperative, as that term is used in the Electric Supplier Act, shall maintain a publicly accessible website and shall post the following documents and information on its website: (…

(805 ILCS 105/108.25) (from Ch. 32, par. 108.25) Sec. 108.25. Notice of directors' meetings. Meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting …

(805 ILCS 105/108.30) (from Ch. 32, par. 108.30) Sec. 108.30. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors unless the articles of incorporat…

(805 ILCS 105/108.35) (from Ch. 32, par. 108.35) Sec. 108.35. Removal of directors. (a) One or more of the directors may be removed, with or without cause. In the case of a corporation having a board of directors which is classified in accordance with subsection 108.10(e) of this…

(805 ILCS 105/108.40) (from Ch. 32, par. 108.40) Sec. 108.40. Committees. (a) If the articles of incorporation or bylaws so provide, a majority of the directors may create one or more committees and appoint directors or such other persons as the board designates, to serve on the …

(805 ILCS 105/108.45) (from Ch. 32, par. 108.45) Sec. 108.45. Informal action by directors. (a) Unless specifically prohibited by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the board of directors of a corporation, or any o…

(805 ILCS 105/108.50) (from Ch. 32, par. 108.50) Sec. 108.50. Officers. (a) A corporation shall have such officers as shall be provided in the bylaws. Officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors or ch…

(805 ILCS 105/108.55) (from Ch. 32, par. 108.55) Sec. 108.55. Removal of Officers. Any officer or agent may be removed by the board of directors or other persons authorized to elect or appoint such officer or agent but such removal shall be without prejudice to the contract right…