reglab/housing_qa huggingface dataset:
805 ILCS 105/108.35
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

 (from Ch. 32, par. 108.35)Sec. 108.35. Removal of directors.(a)  One or more of  the directors may be removed, with or without cause.  In the  case of a corporation having a board of directors which is  classified in accordance with subsection 108.10(e) of this  Act, the articles of incorporation or bylaws may provide that such directors may only be removed for cause.(b) In the case of a corporation with no members or with no  members entitled to vote on directors, a director may be  removed by the affirmative vote of a majority of the  directors then in office present and voting at a meeting of  the board of directors at which a quorum is present.(c) In the case of a corporation with members entitled to  vote for directors, no director may be removed, except as  follows:(1) A director may be removed by the affirmative vote     of two-thirds of the votes present and voted, either in person or by proxy.(2) No director shall be removed at a meeting of     members entitled to vote unless the written notice of such meeting is delivered to all members entitled to vote on removal of directors.  Such notice 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.(3) 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.(4) If a director is elected by a class of voting     members entitled to vote, directors or other electors, that director may be removed only by the same class of members entitled to vote, directors or electors which elected the director.(d) The provisions of subsections (a), (b) and (c) shall  not preclude the Circuit Court  from removing a  director of the corporation from office in a proceeding  commenced either by the corporation or by members entitled  to vote holding at least 10 percent of the outstanding votes  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 a member entitled to vote, such  member shall make the corporation a party defendant.  (Source: P.A. 96-649, eff. 1-1-10.)
805 ILCS 105/108.45
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

 (from Ch. 32, par. 108.45)Sec. 108.45. Informal action by directors.(a)  Unless  specifically prohibited by the articles of incorporation or  bylaws, 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 approved in writing by all of the directors and all of  any nondirector committee members 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 provides a written record of approval.  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 or the committee members, as the case may be, have  approved the consent unless the consent specifies a  different effective date.(c) Any such consent approved in writing by all the directors or all the  committee members, as the case may be, 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. 96-649, eff. 1-1-10; 96-994, eff. 7-2-10.)
805 ILCS 105/108.50
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

 (from Ch. 32, par. 108.50)Sec. 108.50.     Officers.     (a)  A corporation shall have  such officers as shall be provided in the bylaws.  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 bylaws.    If the bylaws 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 bylaws, resolutions of the members  and board of directors and committees thereof, and other  documents of the corporation as true and correct copies  thereof.(b) 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 bylaws, or as may be determined by resolution of the  board of directors not inconsistent with the bylaws and  such implied authority as recognized by the common law from  time to time.(c) The articles of incorporation or the bylaws may  provide that any one or more officers of the corporation or  any other person holding a particular office outside the  corporation shall be a director or directors while he or she  holds that office.  Unless the articles of incorporation or  the bylaws provide otherwise, such director or directors  shall have the same rights, duties and responsibilities as  other directors.    (Source: P.A. 84-1423.)
805 ILCS 105/108.55
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

 (from Ch. 32, par. 108.55)Sec. 108.55.     Removal of Officers.     Any officer or agent  may be removed by the board of directors or other persons  authorized to elect or appoint such officer or agent 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 any contract rights.    (Source: P.A. 84-1423.)
805 ILCS 105/108.60
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

 (from Ch. 32, par. 108.60)Sec. 108.60. 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.(b) In a proceeding contesting the validity of a  transaction described in subsection (a), 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 consisting entirely of directors 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 members entitled to vote, if any, and they authorized, approved or ratified the transaction without counting the vote of any member who is an interested director.(c) The presence of the director, who is directly or  indirectly a party to the transaction described in  subsection (a), or a director who is otherwise not  disinterested, may be counted in determining whether a  quorum is present but may not be counted when the board of  directors or a committee of the board takes action on the  transaction.(d) 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; except that if a director is an officer or director of both parties to a transaction involving a grant or contribution, without consideration, from one entity to the other, that director is not "indirectly" a party to the transaction provided the director does not have a material financial interest in the entity that receives the grant or contribution.(e) (Blank). (Source: P.A. 96-649, eff. 1-1-10; 96-994, eff. 7-2-10.)
805 ILCS 105/108.80
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

 (from Ch. 32, par. 108.80)Sec. 108.80.     Prohibited loans to directors and officers.     Except as  permitted by subsection (e) of Section 108.75, no loan shall be made by a  corporation to a director or officer except that a loan may be made to a  director or officer who is employed by the corporation if authorized by a  majority of the non-employed directors and either (a) in the case of a  corporation organized for and holding property for any charitable,  religious, eleemosynary, benevolent, educational or similar purpose, the  purpose of such loan is to provide financing for the principal residence of  the employed director of officer upon receipt of adequate collateral  consisting of marketable real estate or securities readily capable of  valuation or (b) the loan is otherwise in furtherance of the purposes of  the corporation and in the ordinary course of its affairs.  The directors  of a corporation who vote for or assent to the making of a loan to any  non-employed director or non-employed officer of the corporation, or  otherwise prohibited by this Section, and any other person knowingly  participating in the making of such loan, shall be jointly and severally  liable to the corporation for the amount of such loan until the repayment thereof.    (Source: P.A. 84-1423.)
805 ILCS 105/108.85
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

(805 ILCS 105/108.85) (from Ch. 32, par. 108.85)Sec. 108.85.     Act not exclusive.     This Act is not an exclusive  statement of the duties and responsibilities of directors and officers.  Directors and officers are subject to common law and other statutory duties and  responsibilities.    (Source: P.A. 84-1423.)
805 ILCS 105/Art. 9 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 9 - Distributions

 ARTICLE 9.      DISTRIBUTIONS
805 ILCS 105/Art. 10 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 10 - Amendments

 ARTICLE 10.      AMENDMENTS
805 ILCS 105/110.05
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 10 - Amendments

 (from Ch. 32, par. 110.05)Sec. 110.05.         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 102.10 of this Act except that the  names and addresses of the initial directors may be omitted  and the names of the initial registered agent or the address  of the initial registered office may be omitted.(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. 91-527, eff. 1-1-00.)
805 ILCS 105/110.15
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 10 - Amendments

 (from Ch. 32, par. 110.15)Sec. 110.15.     Amendment by Directors.     Where a  corporation has no members, or no members entitled to vote  on amendments, one or more amendments shall be adopted by  the board of directors upon receiving the affirmative vote  of a majority of the directors in office.    (Source: P.A. 84-1423.)
805 ILCS 105/110.20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 10 - Amendments

 (from Ch. 32, par. 110.20)Sec. 110.20.     Amendments by Directors and Members.     Where  a corporation has members entitled to vote on amendments,  one or more amendments shall be adopted 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 members entitled to vote  on amendments which may be either an annual or a special  meeting;(b) Written or printed notice setting forth the proposed  amendment or a summary of the changes to be effected thereby  shall be given to each member entitled to vote on amendments  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  amendment, 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  amendment shall be taken.  The proposed amendment shall be  adopted by receiving the affirmative vote of at least 2/3  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  amendment 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 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 amendment shall vote,  either in person or by proxy, at a meeting at which there is  a quorum.    (Source: P.A. 84-1423.)
805 ILCS 105/110.35
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 10 - Amendments

 (from Ch. 32, par. 110.35)Sec. 110.35.     Effect of amendment.(a) The amendment shall become effective and the articles of  incorporation shall be deemed to be amended accordingly, as  of the later of:(1) The filing of the articles of amendment by the     Secretary of State; or(2) The time established under the articles of     amendment, not to exceed 30 days after the filing of the articles of amendment by the Secretary of State.(b) If the amendment is made in accordance with the  provisions of Section 110.40 of this Act, upon the filing of the articles of amendment by the Secretary of State,  the amendment shall become effective and the articles of  incorporation shall be deemed to be amended accordingly,  without any action thereon by the directors or members of  the corporation and with the same effect as if the  amendments had been adopted by unanimous action of the  directors and members of the corporation.(c) If the amendment restates the articles of  incorporation, such restated articles of incorporation  shall, upon such amendment becoming effective, supersede and  stand in lieu of the corporation's preexisting articles of  incorporation.(d) If the amendment revives the articles of incorporation  and extends the period of corporate duration, upon the  filing of the articles of amendment by the  Secretary of  State, the amendment shall become effective and the  corporate existence shall be deemed to have continued  without interruption from the date of expiration of the  original period of duration, and the corporation shall stand  revived with such powers, duties and obligations as if its  period of duration had not expired; and all acts and  proceedings of its officers, directors and members, acting  or purporting to act as such, which would have been legal  and valid but for such expiration, shall stand ratified and  confirmed.(e) No amendment of the articles of incorporation of a  corporation shall affect any existing cause of action in  favor of or against such corporation, or any pending suit in  which such corporation shall be a party, or the existing  rights of persons other than members; and, in the event the  corporate name shall be changed by amendment, no suit  brought by or against such corporation under its former name  shall be abated for that reason.    (Source: P.A. 92-33, eff. 7-1-01.)
805 ILCS 105/110.40
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 10 - Amendments

(805 ILCS 105/110.40) (from Ch. 32, par. 110.40)Sec. 110.40.     Amendment pursuant to reorganization.     (a)  The articles of incorporation of a corporation may be  amended without director or member action to carry out a  plan of reorganization ordered by a court of competent  jurisdiction pursuant to any applicable statute of the  United States if the articles after amendment contain only  provisions required or permitted by Section 102.10 of this  Act.(b) The individual or individuals designated by the court  shall execute, verify and deliver to the Secretary of State  for filing in accordance with Section 101.10 of this Act,  articles of amendment setting forth:(1) The name of the corporation;(2) The text of each amendment approved by the court;(3) The date of the court's order approving the  articles of amendment;(4) The title of the reorganization proceeding in  which the order was entered; and(5) A statement that the court had jurisdiction of the  proceeding under federal statute.    (Source: P.A. 84-1423.)
805 ILCS 105/Art. 11 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 11 - Merger And Consolidation

 ARTICLE 11.      MERGER AND CONSOLIDATION
805 ILCS 105/111.05
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. 111.05)Sec. 111.05.     Right to merge or consolidate.     Any two or  more corporations may merge into one such corporation or  consolidate into a new corporation by adopting a plan of  merger or consolidation setting forth:(a) The names of the corporations proposing to merge  or consolidate, and in the case of a merger, the name of the  corporation into which they propose to merge, which is  hereinafter designated as the surviving corporation, or in  the case of a consolidation, the name of the new corporation  into which they propose to consolidate, which is hereinafter  designated as the new corporation;(b) The terms and conditions of the proposed merger or  consolidation;(c) In the case of a merger, a statement of any changes in  the articles of incorporation of the surviving corporation  to be effected by such merger, or in the case of a  consolidation and with respect to the new corporation, all  of the statements required to be set forth in articles of  incorporation for corporations organized under this Act; and(d) Such other provisions with respect to the proposed  merger or consolidation as are deemed necessary or  desirable, including provisions, if any, under which the  proposed merger or consolidation may be abandoned prior to  the filing of articles of merger or articles of  consolidation by the Secretary of State.    (Source: P.A. 84-1423.)
805 ILCS 105/111.10
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. 111.10)Sec. 111.10.         Merger of Domestic Corporation into Body Corporate and  Politic.  A domestic corporation which carries on athletic sports and  promotes athletic interests among students of a State university with which  it is affiliated may be merged into a body corporate and politic which  manages and governs the State university.  The domestic not-for-profit  corporation and the body corporate and politic may accomplish such merger  by adopting a plan of merger setting forth:(a) The names of the domestic corporation and the body corporate and  politic which propose to merge; and the name of the body corporate and  politic into which they propose to merge, which is hereinafter designated  as the surviving corporation;(b) The terms and conditions of the proposed merger; and(c) Such other provisions with respect to the proposed merger as are  deemed necessary or desirable, including provisions, if any, under which  the proposed merger may be abandoned prior to the filing of Articles of  Merger in the office of the Secretary of State.    (Source: P.A. 86-6.)
805 ILCS 105/111.15
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. 111.15)Sec. 111.15.     Merger or consolidation by directors.     Where a corporation has no members or no members entitled to  vote on mergers or consolidations, a plan thereof shall be  adopted at a meeting of the board of directors upon  receiving the affirmative vote of a majority of the  directors in office.    (Source: P.A. 84-1423.)