215 ILCS 5/40
2021 Illinois Compiled Statutes|Chapter 215 - INSURANCE|215 ILCS 5/ - Illinois Insurance Code.|Article III - Domestic Mutual Companies

 (from Ch. 73, par. 652)(Section scheduled to be repealed on January 1, 2027)Sec. 40.     Directors or trustees.(1) After the date of incorporation, as  determined by Section 48, and until the first meeting of the members, the  incorporators shall have the powers and perform the duties ordinarily  possessed and exercised by a board of directors.(2) Upon the issuance of a certificate of authority to a company  organized under this Article, the corporate powers shall be exercised by,  and its business and affairs shall be under the control of, a board of  directors or trustees composed of not less than 3 nor more than  21 natural persons who are members and who are at least 18  years of age and at least 3 of whom are residents and citizens of this  State.  After June 30, 2002, at least 20%, but not less than one,  of the directors of a company that is not subject to Section 131.20b  shall be persons who are not officers or employees of the company.  A person  convicted of a felony may not be a director, and all directors shall be of  good character and known professional, administrative, or business ability,  such  business ability to include a practical knowledge of insurance, finance, or  investment.  The first board of directors or trustees shall be elected at the  first meeting of the members, and all directors or trustees shall be  elected annually thereafter, except only as provided in subsection (3).(3) The articles of incorporation may provide for the division of the  board into classes, as nearly equal in number as possible, and fix the term  of office for each class, but no term shall be for more than 3 years.(4) Meetings of the board of directors or trustees, regular or special,  may be held either within or without the State. Meetings of the board of  directors or trustees shall be upon such notice as the by-laws may  prescribe. Attendance of a director or trustee at any meeting shall  constitute a waiver of notice of such meeting except where a director or  trustee attends the meeting for the express purpose of objecting to the  transaction of any business because the meeting is not lawfully called or  convened. Neither the business to be transacted at, nor the purpose of, any  regular or special meeting of the board of directors or trustees need be  specified in the notice or waiver of notice of such meeting, unless  expressly otherwise provided by this Code.  Unless specifically  prohibited by the articles of incorporation or by-laws, members of the  board of directors or of any committee of the board of directors may  participate in and act at any meeting of such board or committee through  the use of a conference telephone or other communications equipment by  means of which all persons participating in the meeting can hear each other.  Participation in such meeting shall constitute attendance and presence in  person at the meeting of the person or persons so participating.  Unless specifically prohibited by the articles of  incorporation or by-laws, members of the board of directors or of any  committee of the board of directors may take action 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 of the members of such committee, as the case may be.  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 or committee members.  All approvals evidencing the consent shall  be filed in the company's corporate records.  The action taken shall be  effective when all of the directors, or members of the committee, have  approved the consent unless the consent specifies a different effective date.(5) A company may indemnify any person in conformance with subsection  (7) of Section 10.    (Source: P.A. 92-140, eff. 7-24-01.)