805 ILCS 105/111.60
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 11 - Merger And Consolidation

(805 ILCS 105/111.60) (from Ch. 32, par. 111.60)Sec. 111.60.         Sale, lease or exchange of assets, other  than in usual and regular conduct of its affairs.  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 the conduct of the affairs of the  corporation, 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) Where a corporation has no members or no members  entitled to vote on the sale, lease or exchange of assets,  such action may be adopted by the board of directors upon  receiving the affirmative vote of a majority of the  directors in office.(b) Where a corporation has members entitled to vote on the  sale, lease or exchange of assets, such action may be  adopted if:(1) 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 members entitled to vote which may be either  an annual or a special meeting.(2) 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 member entitled to vote  within the time and in the manner provided by 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.(3) At such meeting the members 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 two-thirds of the votes present and  voted either in person or by proxy unless any class of  members is entitled to vote at 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.(4) After such authorization by a vote of members, 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 members entitled to vote.(5) The articles of incorporation or the bylaws 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 votes which  members entitled to vote on the matter shall vote, either in  person or by proxy, at a meeting at which there is a quorum.    (Source: P.A. 84-1423.)