reglab/housing_qa huggingface dataset:
805 ILCS 5/8.35
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 8 - Directors And Officers

 (from Ch. 32, par. 8.35)Sec. 8.35.     Removal of directors.     (a) One or more of the directors  may be removed, with or without cause, at a meeting of shareholders by the  affirmative vote of the holders of a majority of the outstanding shares  then entitled to vote at an election of directors, except as follows:(1) No director shall be removed at a meeting of shareholders unless the  notice of such meeting shall state that a purpose of the meeting is to vote  upon the removal of one or more directors named in the notice.  Only the  named director or directors may be removed at such meeting.(2) In the case of a corporation having cumulative voting, if less than  the entire board is to be removed, no director may be removed, with or without  cause, if the votes cast against his or her removal would be sufficient to  elect him or her if then cumulatively voted at an election of the entire  board of directors.(3) If a director is elected by a class or series of shares, he or she may  be removed only by the shareholders of that class or series.(4) In the case of a corporation whose board is classified as provided  in subsection (e) of Section 8.10, the articles of incorporation may  provide that directors may be removed only for cause.(b) The provisions of subsection (a) shall not preclude the circuit court  of the county in which the corporation's registered office is located from  removing a director of the corporation from office in a proceeding commenced  either by corporation or by shareholders of the corporation holding at least  10 percent of the outstanding shares of any class if the court finds (1)  the director is engaged in fraudulent or dishonest conduct or has grossly abused  his or her position to the detriment of the corporation, and (2) removal is in  the best interest of the corporation.  If the court removes a director,  it may bar the director from reelection for a period prescribed by the court.  If such a proceeding is commenced by the shareholders, they shall make the  corporation a party defendant.    (Source: P.A. 84-924.)
805 ILCS 5/8.40
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 8 - Directors And Officers

 (from Ch. 32, par. 8.40)Sec. 8.40.     Committees.(a) If the articles of incorporation or by-laws  so provide, a majority of the directors may create one or more committees,  each to have one or more members, and  appoint members of the board to serve on the committee or committees.  A committee's members  shall serve at the pleasure of the  board.(b) Unless the appointment by the board of directors requires a greater  number, a majority of any committee shall constitute a quorum and a majority  of a quorum is necessary for committee action.  A committee may act by  unanimous  consent in writing without a meeting and, subject to the provisions of the  by-laws  or action by the board of directors, the committee by majority vote of its  members shall determine the time and place of meetings and the notice required  therefor.(c) To the extent specified by the board of directors or in the articles  of incorporation or by-laws, each committee may exercise the authority of  the board of directors under Section 8.05; provided, however, a committee may  not:(1) authorize distributions, except for dividends to     be paid with respect to shares of any preferred or special classes or any series thereof;(2) approve or recommend to shareholders any act this     Act requires to be approved by shareholders;(3) fill vacancies on the board or on any of its     committees;(4) elect or remove officers or fix the compensation     of any member of the committee;(5) adopt, amend or repeal the by-laws;(6) approve a plan of merger not requiring     shareholder approval;(7) authorize or approve reacquisition of shares,     except according to a general formula or method prescribed by the board;(8) authorize or approve the issuance or sale, or     contract for sale, of shares, except that the board may direct a committee (i) to fix the specific terms of the issuance or sale or contract for sale, including without limitation the pricing terms or the designation and relative rights, preferences, and limitations of a series of shares if the board of directors has approved the maximum number of shares to be issued pursuant to such delegated authority or (ii) to fix the price and the number of shares to be allocated to particular employees under an employee benefit plan; or(9) amend, alter, repeal, or take action inconsistent     with any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.   (Source: P.A. 91-464, eff. 1-1-00.)
805 ILCS 5/8.45
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 8 - Directors And Officers

 (from Ch. 32, par. 8.45)Sec. 8.45.     Informal action by directors.     (a) Unless specifically prohibited by the articles of incorporation or  by-laws, any action required by this Act to be taken at a meeting of the  board of directors of a corporation, or any other action which may be taken  at a meeting of the board of directors or a committee thereof,  may be taken without a meeting if a consent in writing, setting forth the  action so taken, shall be signed by all of the directors entitled to vote  with respect to the subject matter thereof, or by all the members of such  committee, as the case may be.(b) The consent shall be evidenced by one or more written approvals, each  of which sets forth the action taken and bears the signature of one or more  directors.  All the approvals evidencing the consent shall be delivered  to the secretary to be filed in the corporate records.  The action taken  shall be effective when all the directors have approved the consent unless  the consent specifies a different effective date.(c) Any such consent signed by all the directors or all the members of  a committee shall have the same effect as a unanimous vote, and may  be stated as such in any document filed with the Secretary of State under  this Act.    (Source: P.A. 83-1025.)
805 ILCS 5/8.50
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 8 - Directors And Officers

 (from Ch. 32, par. 8.50)Sec. 8.50.     Officers.     A corporation shall have such officers as shall  be provided in the by-laws, each of whom shall be elected by the board  of directors at such time and in such manner as may be prescribed by the  by-laws.  Officers and assistant officers and agents as may be  deemed necessary may be elected or appointed by the board of directors  or chosen in such other manner as may be prescribed by the by-laws. If  the by-laws so provide, any two or more offices may be held by the same  person.  One officer, in this Act generally referred to as the secretary,  shall have the authority to certify the by-laws, resolutions of the shareholders  and board of directors and committees thereof, and other documents of the  corporation as true and correct copies thereof.All officers and agents of the corporation, as between themselves and  the corporation, shall have such express authority and perform such duties in  the management of the property and affairs of the corporation as may be  provided in the by-laws, or as may be determined by resolution of the  board of directors not inconsistent with the by-laws and such implied authority  as recognized by the common law from time to time.    (Source: P.A. 83-1025.)
805 ILCS 5/8.55
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 8 - Directors And Officers

 (from Ch. 32, par. 8.55)Sec. 8.55.     Removal of officers.     Any officer or agent may be removed by the board of directors whenever  in its judgment the best interests of the corporation will be served  thereby, but such removal shall be without prejudice to the contract  rights, if any, of the person so removed. Election or appointment of an  officer or agent shall not of itself create contract rights.    (Source: P.A. 83-1025.)
805 ILCS 5/8.60
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 8 - Directors And Officers

 (from Ch. 32, par. 8.60)Sec. 8.60.     Director conflict of interest.(a) If a transaction is  fair to a corporation at the time it is authorized, approved, or ratified,  the fact that a director of the corporation is directly or indirectly a  party to the transaction is not grounds for invalidating the transaction or  the director's vote regarding the transaction; provided, however, that in a  proceeding contesting the validity of such a transaction, the person asserting  validity has the burden of proving  fairness unless:(1) the material facts of the transaction and the     director's interest or relationship were disclosed or known to the board of directors or a committee of the board and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum; or(2) the material facts of the transaction and the     director's interest or relationship were disclosed or known to the shareholders entitled to vote and they authorized, approved or ratified the transaction without counting the vote of any shareholder who is an interested director.(b) For purposes of this Section, a director is "indirectly" a party to  a  transaction  if the other party to the transaction is an entity in which the director  has a material financial interest or of which the director is an officer,  director or general partner.    (Source: P.A. 90-421, eff. 1-1-98.)
805 ILCS 5/8.70
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 8 - Directors And Officers

 (from Ch. 32, par. 8.70)Sec. 8.70. Kickbacks, bribes, etc. -Liability of officers or directors.  Any Corporate director or officer who commits commercial bribery or commercial bribe  receiving as defined in Article 29A of the Criminal Code of 2012, shall  be liable to the corporation which he or she serves as officer or director for  treble damages, based on the aggregate amount given or received plus attorneys'  fees.  A conviction in a criminal proceeding for a commercial bribery or  commercial bribe receiving shall be deemed prima facie evidence of the convicted  director's or officer's liability under this Section.  (Source: P.A. 97-1150, eff. 1-25-13.)
805 ILCS 5/8.85
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 8 - Directors And Officers

(805 ILCS 5/8.85) (from Ch. 32, par. 8.85)Sec. 8.85.         In discharging the duties of their respective positions,  the board of directors, committees of the board, individual directors and  individual officers may, in considering the best long term and short  term interests of the  corporation, consider the effects of any action (including without  limitation, action which may involve or relate to a change or potential  change in control of the corporation) upon employees, suppliers  and customers of the corporation or its subsidiaries, communities in  which offices or other  establishments of the corporation or its subsidiaries are located,  and all other pertinent factors.    (Source: P.A. 86-126.)
805 ILCS 5/Art. 9 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 9 - Distributions

 ARTICLE 9.      DISTRIBUTIONS
805 ILCS 5/9.10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 9 - Distributions

 (from Ch. 32, par. 9.10)Sec. 9.10.     Distributions to shareholders.     (a) The board of directors  of a corporation may authorize, and the corporation may make, distributions  to its shareholders, subject to any restriction in the articles of incorporation  and subject also to the limitations of subsection (c) of this Section.(b) If not otherwise determined under Section 7.25, the record date for  determining shareholders entitled to a distribution is the date of the resolution  of the board of directors authorizing the distribution.(c) No distribution may be made if, after giving it effect:(1) the corporation would be insolvent; or(2) the net assets of the corporation would be less than zero or less  than the maximum amount payable at the time of distribution  to shareholders having preferential rights in liquidation if the corporation  were then to be liquidated.(d) The board of directors may base a determination that a distribution  may be made under  subsection (c) either on financial statements prepared on the basis of accounting  practices and principles that are reasonable in the circumstances or on  a fair valuation or other method that is reasonable in the circumstances.(e) The effect of a distribution under subsection (c) is measured as of  the earlier of:(1) the date of its authorization if payment occurs within 120 days after  the date of authorization or the date of payment if payment occurs more  than 120 days after the date of authorization; or(2) in the case of distribution by purchase, redemption, or other acquisition  of the corporation's shares, the earlier of (i) the date money or other  property is transferred or debt incurred by the corporation or (ii) the  date shareholders cease to be shareholders.    (Source: P.A. 83-1025.)
805 ILCS 5/9.20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 9 - Distributions

(805 ILCS 5/9.20)Sec. 9.20. Reduction of paid-in capital.(a) A corporation may reduce its paid-in capital:(1) by resolution of its board of directors by     charging against its paid-in capital (i) the paid-in capital represented by shares acquired and cancelled by the corporation as permitted by law, to the extent of the cost from the paid-in capital of the reacquired and cancelled shares or a lesser amount as may be elected by the corporation, (ii) dividends paid on preferred shares, or (iii) distributions as liquidating dividends; or(2) pursuant to an approved reorganization in     bankruptcy that specifically directs the reduction to be effected.(b) Notwithstanding anything to the contrary contained in this Act, at no  time shall the paid-in capital be reduced to an amount less than the aggregate  par value of all issued shares having a par value.(c) Until the report under Section 14.30 has been filed in the Office of the  Secretary of State showing a reduction in paid-in capital, the basis of the  annual franchise tax payable by the corporation shall not be reduced; provided,  however, that in no event shall the annual franchise tax for any taxable year  be reduced if the report is not filed prior to the first day of the anniversary  month or, in the case of a corporation that has established an extended filing  month, the extended filing month of the corporation of that taxable year and  before payment of its annual franchise tax.(d) A corporation that reduced its paid-in capital after December 31,  1986 by one or more of the methods described in subsection (a)  may  report the reduction pursuant to Section 14.30, subject to the restrictions of  subsections (b) and (c) of this Section.(e) Nothing in this Section shall be construed to forbid any reduction in  paid-in capital to be effected under Section 9.05 of this Act.(f) In the case of a vertical merger, the paid-in capital of a subsidiary  may be eliminated if either (1) it was created, totally funded, and wholly owned  by the parent or (2) the amount of the parent's investment in the subsidiary  was equal to or exceeded the subsidiary's paid-in capital.       (Source: P.A. 94-605, eff. 1-1-06.)
805 ILCS 5/Art. 10 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 10 - Amendments

 ARTICLE 10.      AMENDMENTS
805 ILCS 5/10.05
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 10 - Amendments

 (from Ch. 32, par. 10.05)Sec. 10.05.     Authority to amend articles of incorporation.(a) A corporation  may amend its articles of incorporation at any time and from time to time  to add a new provision or to change or remove an existing provision, provided  that the articles as amended contain only such provisions as are required  or permitted in original articles of incorporation at the time of amendment.  The articles as amended must contain all the provisions required by subsection  (a) of Section  2.10 except that the names and addresses of the initial directors  may be omitted and the name of the initial registered agent or  the address  of the initial registered office may be omitted if a statement  of change is on  file.(b) A corporation whose period of duration as provided in the articles  of incorporation has expired may amend its articles of incorporation to  revive its articles and extend the period of corporate duration, including  making the duration perpetual, at any time within 5 years after the date  of expiration.    (Source: P.A. 91-464, eff. 1-1-00.)
805 ILCS 5/10.10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 10 - Amendments

 (from Ch. 32, par. 10.10)Sec. 10.10.     Amendment before issuance of shares.     If a corporation  has not issued shares, an amendment to the articles of incorporation may  be adopted by a majority of the incorporators if initial directors were  not named in the articles or have not been elected, or, if initial directors  were named in the articles or have been elected, an amendment to the articles  may be adopted by a majority of the directors.    (Source: P.A. 83-1025.)
805 ILCS 5/10.15
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 10 - Amendments

 (from Ch. 32, par. 10.15)Sec. 10.15.     Amendment by directors.     A majority of the whole board  of directors of a corporation may adopt one or more amendments to its articles  of incorporation without shareholder action:(a) to remove the names and addresses of the initial directors if such  directors were named in the original articles of incorporation;(b) to remove the name and address of the initial registered agent or  the address of the initial registered office, if a statement of change is  on file with the Secretary of State;(c) to increase, decrease, create or eliminate the par value of the  shares of any class, so long as no class or series of shares is adversely  affected.(d) to split all of the issued and authorized, but  unissued, shares of any class, whether or not any shares of the class are  issued or outstanding, by  multiplying them by a whole number, so long as no class or series of shares  is adversely affected.(e) to change the corporate name by substituting the word  "corporation",  "incorporated", "company", "limited", or the abbreviation "corp.", "inc.",  "co.", or "ltd.", for a similar word or abbreviation in the name, or by  adding a geographical attribution to the name;(f) to reduce the authorized shares of any class pursuant to a  cancellation  statement filed with respect to such shares after acquisition by the  corporation  in circumstances in which the articles of incorporation prohibit reissuance  of such shares after acquisition by the corporation; or(g) to restate its articles of incorporation as currently  amended; such  restated articles supersede the original articles and all amendments thereto.    (Source: P.A. 88-151.)
805 ILCS 5/10.20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 10 - Amendments

 (from Ch. 32, par. 10.20)Sec. 10.20.     Amendment by directors and shareholders.     Any amendment  authorized by Section 10.05 may be adopted by the action of the directors  and shareholders in the following manner:(a) The board of directors shall adopt a resolution setting forth the  proposed amendment and directing that it be submitted to a vote at a  meeting of shareholders, which may be either an annual or a special  meeting.(b) Written notice setting forth the proposed amendment or a  summary of the changes to be effected thereby shall be given to each  shareholder of record within the time and  in the manner provided in this Act for the giving of notice of meetings of  shareholders. If such meeting be an annual meeting, the proposed amendment,  or such summary as aforesaid, may be included in the notice of such annual  meeting.  If the adoption of the amendment would give any class or series of  shares  the right to dissent, the notice shall also enclose a copy of Section 11.70  of this Act or otherwise provide adequate notice of the right to dissent  and the procedures therefor.(c) At such meeting a vote of the shareholders entitled to vote on the  proposed amendment  shall be taken. The proposed amendment shall be  adopted upon receiving the affirmative vote of at least  two-thirds of the votes of the shares entitled to vote on  such amendment,  unless any class or series of shares is entitled to vote as a class in respect  thereof, in which event the proposed amendment shall be adopted upon  receiving the affirmative votes of at least  two-thirds of the  votes of the shares of each class or series of shares  entitled to vote as a class in  respect thereof and of the total votes of the shares  entitled to vote on such amendment.(d) The articles of incorporation 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 of the  shares entitled  to vote on the amendment and not less than a majority of the votes of the  shares of each class or series of shares entitled to vote as a class on the  amendment.(e) Any number of amendments may be submitted to the shareholders, and voted  upon by them, at one meeting.    (Source: P.A. 89-48, eff. 6-23-95.)