reglab/housing_qa huggingface dataset:
805 ILCS 5/2.20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2 - Formation Of Corporations

 (from Ch. 32, par. 2.20)Sec. 2.20.     Organization of Corporation.(a) If there are no  preincorporation  subscribers and if initial directors are not named in the articles of  incorporation,  a meeting of the incorporators shall be held at the call of  a majority of the incorporators for the purpose of naming the initial  directors.(b) If there are preincorporation subscribers and if initial directors  are not named in the articles of incorporation, the first meeting of  shareholders  shall be held after the filing of the articles of incorporation at  the call of a majority of the incorporators for the purpose of:(1) electing initial directors;(2) adopting by-laws if the articles of incorporation     so require or the shareholders so determine;(3) such other matters as shall be stated in the     notice of the meeting.(4) In lieu of a meeting, shareholder action may be     taken by consent in writing pursuant to Section 7.10 of this Act.(c) The first meeting of the initial directors shall be held at the call  of the majority of them for the purpose of:(1) adopting by-laws if the shareholders have not     adopted them;(2) electing officers; and(3) transacting such other business as may come     before the meeting.(d) At least three days written notice of an organizational meeting shall  be given unless the persons entitled to such notice waive the same in writing,  either before or after such meeting.  An organizational meeting may be held  either within or without this State.    (Source: P.A. 92-33, eff. 7-1-01.)
805 ILCS 5/2.25
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2 - Formation Of Corporations

 (from Ch. 32, par. 2.25)Sec. 2.25.     By-laws.     Unless the power to make, alter, amend or repeal the by-laws is reserved  to the shareholders by the articles of incorporation, the by-laws of the  corporation may be made, altered, amended or repealed by the shareholders  or the board of directors, but no by-law adopted by the shareholders  may be altered, amended or repealed by the board of directors if the by-laws  so provide.  The by-laws may contain  any provisions for the regulation and management of the affairs of the  corporation not inconsistent with law or the articles of incorporation.    (Source: P.A. 83-1025.)
805 ILCS 5/2.30
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2 - Formation Of Corporations

 (from Ch. 32, par. 2.30)Sec. 2.30.     Emergency by-laws.     The board of directors of any corporation, subject to approval by not  less than a majority of the shares voting on the proposal, may adopt  emergency by-laws, subject to repeal or change by action of the  shareholders, which, to the extent therein provided and notwithstanding any  different provisions elsewhere in this Act or in the articles of  incorporation or by-laws, shall be operative upon (a) the declaration of a  civil defense emergency by the President of the United States or by  concurrent resolution of the Congress of the United States pursuant to  Title 50, Appendix, Section 2291 of the United States Code, or any  amendment thereof, or (b) upon a proclamation of a civil defense emergency  by the Governor of the State of Illinois which relates to an attack or  imminent attack on the United States or any of its possessions. Such  emergency by-laws shall cease to be effective and shall be suspended upon  any proclamation by the President of the United States, or the passage by  the Congress of a concurrent resolution, or any declaration by the Governor  of Illinois that such civil defense emergency no longer exists.Emergency by-laws adopted pursuant to this Act may contain such  provisions as may be deemed practical and necessary for the interim  management of the affairs of the corporation, including, without  limitation, provisions with respect to the number of directors or  shareholders who shall constitute a quorum at a meeting of the board of  directors or the shareholders, the number of votes necessary for action by  such board or by the shareholders, the procedure for holding a special  election of directors and the procedure for calling and holding meetings of  shareholders or directors. No officer, director or employee shall be liable  for any action taken by him in good faith in such an emergency to protect  or preserve assets of the corporation endangered by the existence of such  emergency even though not authorized by the by-laws then in effect.Notwithstanding anything contained herein to the contrary, emergency  by-laws adopted pursuant to this Act shall not supersede the regular  by-laws of the corporation, the articles of incorporation or the provisions  of this Act, in respect to amending the articles of incorporation or the  regular by-laws of the corporation, adopting a plan of merger, consolidation  or exchange of shares with another corporation or  corporations, authorizing the  sale, lease, exchange or other disposition of all or  substantially all of the property and assets of the corporation other than  in the usual and regular course of business, authorizing a liquidating  dividend, or authorizing the dissolution of the corporation; and the  regular by-laws of the corporation, the articles of incorporation and the  provisions of this Act shall continue in full force and effect for such  purposes.    (Source: P.A. 85-1269.)
805 ILCS 5/2.35
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2 - Formation Of Corporations

(805 ILCS 5/2.35) (from Ch. 32, par. 2.35)Sec. 2.35. Meetings of the board of directors of a residential  cooperative corporation shall be open to any  residential shareholder, except for the portion of any meeting held (i) to  discuss litigation when an action against or on behalf of the  corporation has been filed and is pending in a court or administrative  tribunal, or when the board of directors finds that such an action is  probable or imminent, (ii) to consider information regarding appointment,  employment or dismissal of an employee, or (iii) to discuss violations of  rules and regulations of the corporation by a residential shareholder.  Any residential shareholder  may record by tape, film or other means the proceedings at such meetings or  portions thereof required to be  open by this Section. The board may prescribe  reasonable rules and regulations to govern the right to make such  recordings. Notice of such meetings shall be mailed or delivered at  least 48 hours prior thereto, unless a written waiver of such notice is  signed by the person or persons entitled to such notice pursuant to the  articles of incorporation, bylaws, or other instrument  before the meeting is convened. Copies  of notices of meetings of the board of directors shall be posted in  entranceways, elevators, or other conspicuous places in the residential  cooperative at least 48 hours prior to the meeting of the board of  directors. If there is no common entranceway for 7 or more  apartments, the board of directors may designate one or more locations in  the proximity of such units where the notices of meetings shall be posted.  For purposes of this Section, "meeting of the board of directors" means any  gathering of a quorum of the members of the board of directors of the  residential cooperative held for the purpose of discussing business of the  cooperative.  The provisions of this Section shall apply to any residential cooperative   situated in the State of Illinois regardless of where  such cooperative may be incorporated.       (Source: P.A. 94-1099, eff. 2-2-07.)
805 ILCS 5/Art. 2A heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 ARTICLE 2A.      CLOSE CORPORATIONS
805 ILCS 5/2A.05
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 (from Ch. 32, par. 2A.05)Sec. 2A.05.     Formation of a close corporation.     A close  corporation shall be formed in accordance with the provisions  of this Act, except its articles of incorporation shall contain  a heading stating that it is  being organized as a close corporation.  A corporation organized  under the Professional Service Corporation Act or the Medical  Service Corporation Act, as such Acts are now or hereafter amended,  may become a close corporation if it complies with the requirements  of this Article.    (Source: P.A. 88-151.)
805 ILCS 5/2A.10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 (from Ch. 32, par. 2A.10)Sec. 2A.10.   Election of existing corporation to become a close  corporation.  Any corporation whose issued and outstanding shares are  subject, or upon election shall be subject, to one or more of the  restrictions on transfer set forth in Section 6.55 may become a close  corporation by executing and filing, in accordance with Sections  1.10 and 10.20 of this Act, articles of amendment of its articles of  incorporation which shall contain a statement required by Section 2A.05 to  appear in the articles of incorporation of a close corporation.  Such amendment shall be adopted in accordance with the requirements of  Section 10.20 of this Act, except that, subsection (d) of Section 10.20  notwithstanding, it must be approved unanimously in writing or by the vote  of the holders of record of all the outstanding shares of each class of  the corporation.  (Source: P.A. 96-1121, eff. 1-1-11.)
805 ILCS 5/2A.13
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 (from Ch. 32, par. 2A.13)Sec. 2A.13.     Effect of formation or election.     A corporation formed  under the provisions of Section 2A.05 or electing to be treated as a close  corporation under Section 2A.10 shall be subject to the provisions of  this Article.    (Source: P.A. 86-1328.)
805 ILCS 5/2A.15
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 (from Ch. 32, par. 2A.15)Sec. 2A.15.     Limitations on continuation of close corporation status.     A close corporation continues to be such and to be subject to this Article  until:(1) It files with the Secretary of State articles of amendment deleting  from its articles of incorporation the provisions required by Sections  2A.05 hereof pursuant to subsection (a) of Section 2A.20; or(2) Any one of the restrictions on the transfer of shares set forth in  paragraph (s) of Section 1.80 to qualify a corporation as a close  corporation has in fact been breached or removed and neither the  corporation nor any of its shareholders proceeds under Section 2A.30 of  this Act to prevent such loss of status or to remedy such breach.    (Source: P.A. 86-1328.)
805 ILCS 5/2A.20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 (from Ch. 32, par. 2A.20)Sec. 2A.20.         Voluntary termination of close corporation status by  amendment of articles of incorporation; vote required.(a) A corporation may voluntarily terminate its status as a close  corporation and cease to be subject to this Article 2A by amending its  articles of incorporation to delete therefrom the additional provisions  required by Section 2A.05 to be stated in the articles of incorporation of  a close corporation and deleting from its articles of incorporation, or  terminating or amending any shareholder agreement containing, provisions  available only to close corporations.  Any such amendment to the articles  of incorporation shall be adopted and shall become effective in accordance  with Section 10.20 except that, subsection (d) of Section 10.20  notwithstanding, it must be approved in writing or by a vote of the holders  of record of at least two-thirds of the outstanding shares of each class of  the corporation.(b) The articles of incorporation of a close corporation may provide  that on any amendment to terminate its status as a close corporation, a  unanimous vote or any vote greater than two-thirds of the shares of any  class shall be required; and, if the articles of incorporation contain such  a provision, that provision shall not be amended, repealed or modified by  any vote less than that so required to terminate the corporation's status  as a close corporation.    (Source: P.A. 86-1328.)
805 ILCS 5/2A.25
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 (from Ch. 32, par. 2A.25)Sec. 2A.25.         Issuance or transfer of shares of a close corporation in  breach of qualifying conditions.(a) Every certificate representing shares issued by a close corporation  shall conspicuously set forth upon the face or back of the certificate a  full statement of all restrictions on transfer and the qualifications of  shareholders and the existence of any written agreement permitted under  Section 2A.40.  Such full statement may be omitted from the certificate if  it is conspicuously stated upon the face or back of the certificate that  such statement and written agreement, if any, in full, will be furnished by  the corporation to any shareholder upon request and without charge.(b) Any person to whom certificates representing shares of a close  corporation containing either statement required by subsection (a) of this  Section are issued or assigned is conclusively presumed to have notice (i)  of the fact of his  ineligibility to be a shareholder, (ii) that he has acquired shares in  violation of a restriction on transfer allowed pursuant to this Article,  and (iii) of the provisions of a written agreement permitted under  Section 2A.40.(c) Whenever any person to whom shares of a close corporation have been  issued or assigned has, or is conclusively presumed under this Section to  have, notice either (i) that he is a person not eligible to be a  shareholder of the corporation, or (ii) that the assignment of shares is in  violation of a restriction on transfer of shares allowed pursuant to this  Article, the corporation shall refuse to register or transfer the shares  into the name of the assignee.(d) The provisions of subsection (c) of this Section shall not be  applicable if the issuance or transfer of shares has been consented to by  all of the shareholders of each class of the close corporation, or if the  close corporation has amended its articles of incorporation in accordance  with Section 2A.10.(e) The term "transfer" or "assign" as used in this Section is not  limited to a transfer or assignment for value.(f) The provisions of this Section do not in any way impair any rights  of an assignee regarding any right to rescind the transaction or to recover  under any applicable warranty, express or implied.    (Source: P.A. 86-1328.)
805 ILCS 5/2A.30
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 (from Ch. 32, par. 2A.30)Sec. 2A.30.         Involuntary termination of close corporation status;  proceeding to prevent loss of status.(a) If any event occurs that results in the breach of one or more of the  provisions or conditions set forth in paragraph (s) of Section 1.80 as  necessary to qualify the corporation as a close corporation, then upon  discovery by the corporation of the event, the corporation shall promptly  notify all of the shareholders in writing of the event and of the  shareholders' rights under subsection (b) of this Section.  If, within 90  days after such notification, the breach is not remedied or a proceeding  under subsection (b) of this Section is not commenced, then the  corporation's status as a close corporation under this Article shall  terminate.  In the event that all of the shareholders of the corporation  are not so notified within one year after the discovery by the corporation,  or a shareholder thereof, of the breach, then the corporation's status as a  close corporation under this Article shall terminate as of the last day of  that one year period, unless within that one year period the breach is  remedied or a proceeding is commenced under subsection (b) of this Section.   Upon termination as a  close corporation, the corporation shall no longer  be governed by this Article, but shall continue to be governed by the  remaining provisions of this Act.(b) The circuit court of the county in which the registered office of  the corporation is located, upon the suit of the corporation or any  shareholder thereof, shall have jurisdiction to issue all orders necessary  to prevent the corporation from losing its status as a close corporation,  or to restore its status as a close corporation by enjoining or setting  aside any act or threatened act on the part of the corporation or a  shareholder thereof which would be inconsistent with any of the provisions  or conditions set forth in paragraph (s) of Section 1.80 as necessary to  qualify the corporation as a close corporation, unless it is an action  approved in accordance with Section 2A.25.  The circuit court shall enjoin  or set aside any transfer or threatened transfer of shares of a close  corporation which is contrary to any transfer restriction set forth in  paragraph (s) of Section 1.80.    (Source: P.A. 86-1328.)
805 ILCS 5/2A.31
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 (from Ch. 32, par. 2A.31)Sec. 2A.31.         Corporate option where a restriction on transfer of shares  is held invalid.  If a restriction on transfer of shares of close  corporation is held by the circuit court in a proceeding pursuant to  subsection (b) of Section 2A.30 to be invalid, the corporation shall  nevertheless have an option, for a period of 30 days after the judgment  setting aside the restriction becomes final, to acquire the restricted  shares at a price which is agreed upon by the parties, or if no agreement  is reached as to price within such 30 day period, then at the fair value of  such shares as determined by the circuit court.  Upon determining the fair  value of such shares, the court shall set forth in its order the purchase  price and the time within which payment shall be made and may decree such  other terms and conditions of sale as it determines to be appropriate,  including payment of the purchase price in installments over a period of time.    (Source: P.A. 86-1328.)
805 ILCS 5/2A.40
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 (from Ch. 32, par. 2A.40)Sec. 2A.40.         Written agreements as to conduct of certain affairs of  corporation.(a) All shareholders of a close corporation may enter into a written  agreement, relating to any phase of the affairs of the corporation,  including, but not limited to, the following:(1) Management of the business of the corporation.(2) Declaration and payment of dividends or division     of profits.(3) Who shall be officers or directors, or both, of     the corporation.(4) Restrictions on transfer of shares specified     pursuant to paragraph (s) of Section 1.80.(5) Voting requirements, including the requirements     of unanimous voting of shareholders or directors.(6) Employment of shareholders by the corporation.(7) Arbitration of issues as to which the     shareholders are deadlocked in voting power or as to which the directors are deadlocked and the shareholders are unable to break the deadlock.(b) No written agreement to which shareholders of a close corporation  have actually assented, whether embodied in the articles of incorporation  or bylaws of the corporation or in any separate written agreement and which  relates to any phase of the affairs of the corporation, whether to the  management of its business or division of its profits or otherwise, shall  be invalid as between the parties thereto, on the ground that it is an  attempt by the parties thereto to treat the corporation as if it were a  partnership or to arrange their relationships in a manner that would be  appropriate only between partners.(c) If the business of a close corporation is managed by a board of  directors, an agreement among all of the shareholders, whether solely among  themselves or between all of them and a party who is not a shareholder, is  not invalid, as among the parties thereto, on the ground that it so relates to  the conduct of the affairs of the corporation as to interfere with the  discretion of the board of directors, but the making of such an agreement  shall impose upon the shareholders the liability for managerial acts that is  imposed by the laws of this State upon directors.    (Source: P.A. 86-1328.)
805 ILCS 5/2A.45
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 2A - Close Corporations

 (from Ch. 32, par. 2A.45)Sec. 2A.45.     Management by shareholders.(a) The articles of incorporation of a close corporation may provide  that the business of the corporation shall be managed by the shareholders  of the corporation rather than by a board of directors. So long as this  provision continues in effect:(1) no meeting of shareholders need be called to     elect directors;(2) unless the context clearly requires otherwise,     the shareholders of the corporation shall be deemed to be directors for purposes of applying provisions of this Act;(3) shareholders shall act in the same manner as     directors are required to act under Article 8 to the extent not inconsistent with this Article and unless the articles of incorporation provide otherwise; and(4) the shareholders of the corporation shall be     subject to all liabilities of directors.(b) A provision authorized by subsection (a) of this Section may be  inserted in the articles of incorporation by amendment if all subscribers  and shareholders of record, or if no shares have been issued, all  incorporators and subscribers authorize such a provision. An amendment to  the articles of incorporation to delete such provision shall be adopted,  subsection (d) of Section 10.20 notwithstanding, by a vote of the holders  of record of all the outstanding shares of each class of the corporation.  If the articles of incorporation contain a provision authorized by this  Section the existence of such provision shall be noted conspicuously on  the face or back of every certificate representing shares issued by the  corporation.    (Source: P.A. 86-1328.)