805 ILCS 105/101.75
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 1 - General Provisions

 (from Ch. 32, par. 101.75)Sec. 101.75.     Election to Accept Act.(a) Any not-for-profit  corporation without shares or capital stock  heretofore organized under any General Law or created by  Special Act of the Legislature of this State, or any  corporation having shares or capital stock organized under  any General Law or created by Special Act of the Legislature  of this State prior to the adoption of the Constitution of  1870, for a purpose or purposes for which a corporation may  be organized under this Act, or any corporation formed for  religious purposes under An Act Concerning Corporations,  effective July 1, 1872, as amended, may elect to accept this  Act in the following manner:(1) Unless the articles of incorporation or the     equivalent or the bylaws provide otherwise, where there are members or shareholders entitled to vote, the board of directors shall adopt a resolution recommending that the corporation accept this Act and directing that the question of such acceptance be submitted to a vote at a meeting of the members or shareholders entitled to vote, which may be either an annual or a special meeting.  The members or shareholders entitled to vote may elect that such corporation accept this Act by the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy.(2) Unless the articles of incorporation or the     equivalent or the bylaws provide otherwise, where there are no members or shareholders having voting rights, election to accept this Act may be made at a meeting of the board of directors pursuant to a majority vote of the directors present and voting at a meeting at which a quorum is present.(b) Upon complying with Subsection (a), the corporation  shall execute and file in duplicate a statement, in  accordance with Section 101.10 of this Act, and shall also  file a copy of its articles of incorporation, if any, and  all amendments thereto.  Such statement shall set forth:(1) A corporate name for the corporation that     satisfies the requirements of this Act;(2) The specific purpose or purposes for which the     corporation is organized, from among the purposes authorized in Section 103.05 of this Act;(3) The address of the corporation's registered     office and the name of its registered agent at that office;(4) The names and respective addresses of its     officers and directors;(5) A statement that the attached copy, if any, of     the articles of incorporation of the corporation is true and correct;(6) A statement by the corporation that it has     elected to accept this Act and that all reports have been filed and all fees, taxes and penalties due to the State of Illinois, accruing under any Act to which the corporation has theretofore been subject, have been paid;(7) Where there are members or shareholders having     voting rights, a statement setting forth the date of the meeting of the members or shareholders at which the election to accept this Act was made; that a quorum was present at such meeting, and that such acceptance was authorized either by the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy, or in compliance with any different provision of the articles of incorporation or their equivalent or of the bylaws.(8) Where there are no members or shareholders having     voting rights, a statement of such fact, the date of the meeting of the board of directors at which the election to accept this Act was made, that a quorum was present at such meeting, and that such acceptance was authorized by majority vote of the directors present and voting at such meeting;(9) A statement that, in addition, the corporation     followed the requirements of its articles of incorporation and bylaws so far as applicable in effecting such acceptance;(10) Where the corporation has issued shares of     stock, a statement of such fact, including the number of shares theretofore authorized, the number issued and outstanding; and a statement that all issued and outstanding shares of stock have been delivered to the corporation to be canceled upon the acceptance of this Act by the corporation becoming effective and that from and after the effective date of said acceptance, the authority to issue shares shall be thereby terminated.(c) When the provisions of Subsection (b) have been  complied with, the Secretary of State shall file the statement of acceptance.(d) Upon the filing of a statement of  acceptance, the  election of the corporation to accept this Act shall become  effective, and such corporation shall have the same powers  and privileges, and be subject to the same duties,  restrictions, penalties and liabilities as though such  corporation had been originally organized hereunder, and  shall also be subject to any duty or obligation expressly  imposed upon such corporation by its special charter;  provided, however,(1) That no amendment to the articles of     incorporation adopted after such election to accept this Act shall release or terminate any duty or obligation expressly imposed upon any such corporation under and by virtue of such special charter, or enlarge any right, power, or privilege granted any such corporation under a special charter except to the extent that such right, power or privilege might have been included in the articles of incorporation of a corporation organized under this Act; and(2) That in the case of any corporation with issued     shares of stock, the holders of such issued shares who surrender them to the corporation to be canceled upon the acceptance of this Act by the corporation becoming effective, shall have such rights as the election to accept this Act provides.   (Source: P.A. 92-33, eff. 7-1-01.)