805 ILCS 5/11.60
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 11 - Merger And Consolidation - Dissenters' Rights

 (from Ch. 32, par. 11.60)Sec. 11.60.         Sale, lease or exchange of assets, other than in usual  and regular course of business.  A sale, lease, exchange, or other disposition of all,  or substantially all, the property and assets, with or without the good  will, of a corporation, if not made in the usual and regular course of its  business, may be made upon such terms and conditions and for such  consideration, which may consist, in whole or in part, of money or  property, real or personal, including shares of any other corporation,  domestic or foreign, as may be authorized in the following manner:(a) The board of directors shall adopt a resolution recommending such  sale, lease, exchange, or other disposition and directing  the submission thereof to a vote at a meeting of shareholders, which may be  either an annual or a special meeting.(b) Written notice stating that the purpose, or one of the  purposes, of such meeting is to consider the sale, lease, exchange,  or other disposition of all, or substantially all, the  property and assets of the corporation shall be given to each shareholder  of record within the time and in the  manner provided by this Act for the giving of notice of meetings of  shareholders and shall also inform the shareholders of their right to  dissent and either enclose a copy of Section 11.70 or otherwise provide  adequate notice of the procedure to dissent. If such meeting be an annual  meeting, such purpose may be  included in the notice of such annual meeting.(c) At such meeting the shareholders entitled to vote on such matter may  authorize such sale, lease, exchange, or other disposition and fix, or may  authorize the board of directors to fix, any or all of the terms and conditions  thereof and the consideration to be received by the corporation therefor.  Such authorization shall require the affirmative vote of the holders of at  least two-thirds of the outstanding shares entitled to vote on such matter  unless any class or series of shares is entitled to vote as a class in  respect thereof, in which event such authorization shall require the  affirmative vote of the holders of at least two-thirds of the outstanding  shares of each class or series of shares entitled to vote as a class on such matter,  and of the total outstanding shares entitled to vote on such matter.(d) After such authorization by a vote of shareholders, the board of  directors nevertheless, in its discretion, may abandon such sale, lease,  exchange, or other disposition of assets, subject to the  rights of third parties under any contracts relating thereto, without  further action or approval by shareholders.(e) The articles of incorporation of a corporation may supersede the two-thirds  vote requirement of this Section 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.    (Source: P.A. 83-1025.)