reglab/housing_qa huggingface dataset:
805 ILCS 105/111.20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 11 - Merger And Consolidation

 (from Ch. 32, par. 111.20)Sec. 111.20.         Merger or consolidation by directors and  members.  Where a corporation has members entitled to vote  on mergers or consolidations, a plan thereof shall be  adopted in the following manner:(a) The board of directors shall adopt a resolution  approving the plan and directing that it be submitted to a  vote at a meeting of members entitled to vote on mergers or  consolidations, which may be either an annual or a special  meeting.(b) Written or printed notice setting forth the proposed  plan or a summary thereof shall be given to each member  entitled to vote at such meeting within the time and in the  manner provided in this Act for the giving of notice of  meetings of members.  If such meeting be an annual meeting,  the proposed plan, or a summary as aforesaid, may be  included in the notice of such annual meeting.(c) At such meeting, at which there is a quorum of members,  a vote of the members entitled to vote on the proposed plan  shall be taken.  The proposed plan shall be adopted by  receiving the affirmative vote of at least two-thirds of the  votes present and voted either in person or by proxy, unless  any class of members is entitled to vote as a class in  respect thereof, in which event the proposed plan shall be  adopted by receiving the affirmative vote of at least 2/3  of the votes of the class present and voted either in  person or by proxy.(d) The articles of incorporation or the bylaws of a  corporation may supersede the two-thirds vote requirement of  subsection (c) by specifying any smaller or larger vote  requirement not less than a majority of the votes which  members entitled to vote on such merger or consolidation  shall vote, either in person or by proxy, at a meeting at  which there is a quorum.    (Source: P.A. 84-1423.)
805 ILCS 105/111.25
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 11 - Merger And Consolidation

 (from Ch. 32, par. 111.25)Sec. 111.25. Articles of merger or consolidation.(a) Articles of merger or consolidation shall be executed by  each corporation and filed in duplicate in accordance with  Section 101.10 of this Act and shall set forth:(1) the name of each corporation;(2) the plan of merger or consolidation;(3) as to each corporation where the plan of merger     or consolidation was adopted pursuant to Section 111.15 of this Act:(i) a statement that the plan received the         affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or(ii) a statement that the plan was adopted by         written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act; and(4) as to each corporation where the plan of merger     or consolidation was adopted pursuant to Section 111.20 of this Act:(i) a statement that the plan was adopted at a         meeting of members by the affirmative vote of members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation, or the bylaws, and the date of the meeting; or(ii) a statement that the plan was adopted by         written consent, signed by members having not less than the minimum number of votes necessary to adopt the plan, as provided by this Act, the articles of incorporation or the bylaws, in compliance with Section 107.10 of this Act.(b) When the provisions of this Section have been complied  with, the Secretary of State shall file the articles of  merger or consolidation.  (Source: P.A. 102-558, eff. 8-20-21.)
805 ILCS 105/111.35
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 11 - Merger And Consolidation

 (from Ch. 32, par. 111.35)Sec. 111.35.         Merger or consolidation of domestic and  foreign corporations.  One or more domestic corporations and  one or more foreign corporations may be merged or  consolidated in the following manner, provided such merger  or consolidation is permitted by the laws of the State or  country under which each such foreign corporation is  organized:(a) Each domestic corporation shall comply with the  provisions of this Act with respect to the merger or  consolidation, as the case may be, of domestic corporations  and each foreign corporation shall comply with the  applicable provisions of the laws of the State or country  under which it is organized.(b) If the surviving or new corporation, as the case may  be, is to be governed by the laws of any State or country  other than this State, it shall comply with the provisions  of this Act with respect to foreign corporations if it is to  conduct its affairs in this State, and in every case it  shall file with the Secretary of State of this State:(1) An agreement that it may be served with  process in this State in any proceeding for the enforcement  of any obligation of any domestic corporation which is a  party to such merger or consolidation; and(2) An irrevocable appointment of the Secretary  of State of this State as its agent to accept service of  process in any such proceeding.(c) The effect of such merger or consolidation shall be the  same as in the case of the merger or consolidation of  domestic corporations, except, if the surviving or new  corporation is to be governed by the laws of any State or  country other than this State, only to the extent that the  laws of such other State or country shall otherwise provide.    (Source: P.A. 84-1423.)
805 ILCS 105/111.37
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 11 - Merger And Consolidation

 (from Ch. 32, par. 111.37)Sec. 111.37.         Merger of domestic  corporations and domestic or foreign corporations for  profit.(a) One or more domestic corporations and one or  more domestic or foreign corporations for profit may merge  into one of such domestic corporations or consolidate into a  new domestic corporation, provided that such merger or  consolidation is permitted by the laws of the state or  country under which each such foreign corporation for profit  is organized.(b) Each domestic corporation shall comply with the  provisions of this Act with respect to the merger or  consolidation of domestic corporations, each domestic  corporation for profit shall comply with the provisions of  the Business Corporation Act of 1983, as amended, with  respect to merger or consolidation of domestic corporations  for profit, each foreign corporation for profit shall comply  with the laws of the State or country under which it is  organized, and each foreign corporation for profit having a  certificate of authority to transact business in this State  under the provisions of the Business Corporation Act of  1983, as amended, shall comply with the provisions of such  Act with respect to merger or consolidation of foreign  corporations for profit.(c) The plan of merger or consolidation shall set forth, in  addition to all matters required by Section 111.05 of this  Act, the manner and basis of converting shares of each  merging or consolidating domestic or foreign corporation for  profit into membership or other interests of the surviving domestic corporation, or into cash, or into property,  or into any combination of the foregoing.(d) The effect of a merger or consolidation under this  Section shall be the same as in the case of a merger or  consolidation of domestic corporations.    (Source: P.A. 93-59, eff. 7-1-03.)
805 ILCS 105/111.40
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 11 - Merger And Consolidation

 (from Ch. 32, par. 111.40)Sec. 111.40.     Effective date of merger or consolidation.     The merger or consolidation shall become effective upon the  filing of the articles of merger or  consolidation by  the Secretary of State or on a later specified date, not  more  than  30 days subsequent to the filing of the articles of merger or consolidation by  the  Secretary of State, as may be provided for in the plan.    (Source: P.A. 92-33, eff. 7-1-01.)
805 ILCS 105/111.45
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 11 - Merger And Consolidation

Sec. 111.45. (Repealed).        (Source: P.A. 92-33, eff. 7-1-01. Repealed by P.A. 96-1121, eff. 1-1-11.)
805 ILCS 105/111.50
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 11 - Merger And Consolidation

 (from Ch. 32, par. 111.50)Sec. 111.50.     Effect of merger or consolidation.     When such merger or consolidation has been effected:(a) The several corporations parties to the plan of  merger or consolidation shall be a single corporation,  which, in the case of a merger, is that corporation  designated in the plan of merger as the surviving  corporation, and, in the case of a consolidation, is the new  corporation provided for in the plan of consolidation.(b) The separate existence of all corporations parties  to the plan of merger or consolidation, except the surviving  or new corporation, shall cease.(c) Such surviving or new corporation has all the  rights, privileges, immunities, and powers and is subject to  all the duties and liabilities of a corporation organized  under this Act; however, this subsection (c) does not apply to a  surviving corporation which manages and governs a State university.(d) Such surviving or new corporation shall thereupon  and thereafter possess all the rights, privileges,  immunities, and franchises, of a public or  private nature, of each of the merging or consolidating  corporations; and all property, real, personal, and mixed,  and all debts due on whatever account, and all other choses  in action, and all and every other interest, of or belonging  to or due to each of the corporations so merged or  consolidated, shall be taken and deemed to be transferred to  and vested in such single corporation without further act or  deed; and the title to any real estate, or any interest  therein, vested in any of such corporations shall not revert  or be in any way impaired by reason of such merger or  consolidation.(e) Such surviving or new corporation shall  thenceforth be responsible and liable for all the  liabilities and obligations of each of the corporations so  merged or consolidated; and any claim existing or action or  proceeding pending by or against any of such corporations  may be prosecuted to judgment as if such merger or  consolidation had not taken place, or such surviving or new  corporation may be substituted in its place.  Neither the  rights of creditors nor any liens upon the property of any  such corporations shall be impaired by such merger or  consolidation.(f) In case of a merger, the articles of incorporation  of the surviving corporation are deemed to be amended to the  extent, if any, that changes in its articles are stated in  the articles of merger; and, in the case of a consolidation,  the articles of incorporation of the new corporation are set  forth in the articles of consolidation.    (Source: P.A. 86-6; 86-697; 86-1028.)
805 ILCS 105/111.55
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 11 - Merger And Consolidation

 (from Ch. 32, par. 111.55)Sec. 111.55.         Sale, lease or exchange of assets in usual  and regular conduct of its affairs; mortgage or pledge of  assets.  The sale, lease, exchange or other disposition of  all, or substantially all, the property and assets of a  corporation, when made in the usual and regular course of  the conduct of the affairs of the corporation, and a pledge  or mortgage of the property and assets of a corporation, may  be made upon such terms and conditions and for such  considerations, which may consist, in whole or in part, of  money or property, real or personal, including shares of any  other corporation for profit, domestic or foreign, as shall  be authorized by its board of directors; and in such case no  authorization or consent of the members entitled to vote  shall be required.    (Source: P.A. 84-1423.)
805 ILCS 105/Art. 12 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 12 - Dissolution

 ARTICLE 12.      DISSOLUTION
805 ILCS 105/112.05
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 12 - Dissolution

 (from Ch. 32, par. 112.05)Sec. 112.05.     Voluntary dissolution by directors.     Where  a corporation has no members or no members entitled to vote  on dissolution, the dissolution of a corporation may be  authorized by a majority of the directors provided that:(a) No debts of the corporation remain unpaid.(b) Written notice of the election to dissolve the  corporation has been given to all directors, not less than  three days before the execution of articles of dissolution.    (Source: P.A. 84-1423.)
805 ILCS 105/112.10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 12 - Dissolution

 (from Ch. 32, par. 112.10)Sec. 112.10. Voluntary dissolution by written consent of  members entitled to vote. Except for the dissolution of a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a  cooperative basis, when a corporation has members  entitled to vote on dissolution, the dissolution of a  corporation may be authorized pursuant to Section 107.10 of  this Act.  Dissolution pursuant to this Section does not  require any vote of the directors of the corporation.  (Source: P.A. 98-302, eff. 1-1-14; 99-78, eff. 7-20-15.)
805 ILCS 105/112.12
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 12 - Dissolution

Sec. 112.12. Dissolution of residential cooperative housing corporations. When a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis has members entitled to vote on dissolution, there must be an open meeting and vote of those members before a dissolution may be authorized.  (Source: P.A. 98-302, eff. 1-1-14.)
805 ILCS 105/112.15
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 12 - Dissolution

 (from Ch. 32, par. 112.15)Sec. 112.15.         Voluntary dissolution by vote of members  entitled to vote.  Where a corporation has members entitled  to vote on dissolution, the dissolution of a corporation may  be authorized by a vote of members entitled to vote in the  following manner:(a) The board of directors shall adopt a resolution,  which may be with or without their recommendation, proposing  that the corporation be dissolved voluntarily, and directing  that the question of such dissolution be submitted to a vote  at a meeting of members entitled to vote on dissolution, if  any, which may be either an annual or special meeting.(b) Written notice stating that the purpose, or one of the  purposes, of the meeting is to consider the voluntary  dissolution of the corporation, shall be given to each  member entitled to vote on dissolution within the time and  in the manner provided in this Act for the giving of notice  of meetings of members.  If such meeting be an annual  meeting, such purpose may be included in the notice of such  annual meeting.(c) At such meeting a vote of the members entitled to vote  on dissolution shall be taken on the resolution to dissolve  voluntarily the corporation.  The resolution shall be  adopted by receiving the affirmative vote of at least two-thirds  of the votes present and voted either in person or by  proxy, unless any class of members is entitled to vote as a  class in respect thereof, in which event the proposed action  shall be adopted by receiving the affirmative vote of at  least two-thirds of the votes of the class present and voted  either in person or by proxy.(d) The articles of incorporation or the bylaws of any  corporation may supersede the two-thirds vote requirement of  subsection (c) by specifying any smaller or larger vote  requirement not less than majority of the votes which  members entitled to vote on dissolution shall vote, either  in person or by proxy, at a meeting at which there is a  quorum.    (Source: P.A. 84-1423.)
805 ILCS 105/112.16
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 12 - Dissolution

 (from Ch. 32, par. 112.16)Sec. 112.16.     Distribution of assets.     The assets of a  corporation in the process of dissolution shall be applied  and distributed as follows:(a) All liabilities and obligations of the corporation  shall be paid, satisfied and discharged, or adequate  provision shall be made therefor;(b) Assets held by the corporation upon condition requiring  return, transfer or conveyance, which condition occurs by  reason of the dissolution, shall be returned, transferred or  conveyed in accordance with such requirements;(c) Assets held for a charitable, religious, eleemosynary,  benevolent, educational or similar use, but not held upon a  condition requiring return, transfer or conveyance by reason  of the dissolution, shall be transferred or conveyed to one  or more domestic or foreign corporations, societies or  organizations engaged in activities substantially similar to  those of the dissolving corporation, pursuant to a plan of  distribution adopted as provided in this Act;(d) To the extent that the articles of incorporation or bylaws  determine the distributive rights of members, or any  class or classes of members, or provide for distribution to  others, other assets, if any, shall be distributed in  accordance with such provisions;(e) Any remaining assets may be distributed to such  societies, organizations or domestic or foreign  corporations, whether for profit or not for profit, as may  be specified in a plan of distribution adopted as provided  in Section 112.17 of this Act.    (Source: P.A. 84-1423.)
805 ILCS 105/112.17
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 12 - Dissolution

 (from Ch. 32, par. 112.17)Sec. 112.17.     Plan of distribution.     A plan providing for  the distribution of assets, not inconsistent with the  provisions of this Act, may be adopted by a corporation in  the process of dissolution and shall be adopted by a  corporation for the purpose of authorizing any transfer or  conveyance of assets for which this Act requires a plan of  distribution, in the following manner:(a) Where there are members having voting rights on  dissolution, the board of directors shall adopt a resolution  recommending a plan of distribution and directing the  submission thereof to a vote at a meeting of members having  voting rights, which may be either an annual or a special  meeting.  Written or printed notice setting forth the  proposed plan of distribution or a summary thereof shall be  delivered to each member entitled to vote at such meeting,  within the time and in the manner provided in this Act for  the giving of notice of meetings of members.  Such plan of  distribution shall be adopted upon receiving the affirmative  vote of at least two-thirds of the votes present and voted  either in person or by proxy, unless any class of member is  entitled to vote as a class in respect thereof, in which  event the proposed plan of distribution shall be adopted by  receiving the affirmative vote of at least two-thirds of the  votes of the class present and voted either in person or by  proxy.  The articles of incorporation or the bylaws may  supersede the two-thirds vote requirement of this subsection  by specifying any smaller or larger vote requirement not  less than a majority of the votes which members entitled to  vote on such matters shall vote, either in person or by  proxy at a meeting at which there is a quorum.(b) Where there are no members having voting rights, a plan  of distribution shall be adopted at a meeting of the board  of directors upon receiving the vote of a majority of the  directors in office.    (Source: P.A. 84-1423.)
805 ILCS 105/112.20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 12 - Dissolution

 (from Ch. 32, par. 112.20)Sec. 112.20.     Articles of dissolution.(a) When a  voluntary dissolution has been authorized as provided by  this Act, articles of dissolution shall be executed and  filed in duplicate in accordance with Section 101.10 of this  Act and shall set forth:(1) The name of the corporation.(2) The date dissolution was authorized.(3) A post-office address to which may be mailed a     copy of any process against the corporation that may be served on the Secretary of State.(4) Where dissolution is authorized pursuant to     Section 112.05 of this Act:(i) A statement that the dissolution received the         affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or(ii) A statement that the dissolution was adopted         by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act.(5) If the dissolution was adopted pursuant to     Section 112.10 or 112.15 of this Act:(i) A statement that the dissolution was adopted         at a meeting of members by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt the dissolution, as provided by this Act, the articles of incorporation, or the bylaws, and the date of the meeting; or(ii) A statement that the dissolution was adopted         by written consent, signed by members having not less than the minimum number of votes necessary to adopt the dissolution, as provided by this Act, the articles of incorporation, or the bylaws, in compliance with Section 107.10 of this Act.(b) When the provisions of this Section have been complied  with, the Secretary of State shall file the articles of  dissolution.(c) The dissolution is effective on the date of the  filing of the articles thereof by the  Secretary of  State.    (Source: P.A. 92-33, eff. 7-1-01.)