805 ILCS 105/112.55
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. 112.55)Sec. 112.55.         Alternative remedies to judicial  dissolution.  (a)  In either an action for dissolution  pursuant to Section 112.50 of this Act or in an action which  alleges the grounds for dissolution set forth in Section  112.50 of this Act but which does not seek dissolution, the  Circuit Court, in lieu of dismissing the action or ordering  dissolution, may retain jurisdiction and:(1) Appoint a provisional director; or(2) Appoint a custodian.(b) A provisional director may be appointed in the  discretion of the court if it appears that such action by  the court will remedy the grounds alleged by the complaining  director or member entitled to vote to support the  jurisdiction of the court under Section 112.50 of this Act.  A provisional director may be appointed notwithstanding the  fact that there is no vacancy on the board of directors and  shall have all the rights and powers of a duly elected  director, including the right to notice of and to vote at  meetings of directors, until such time as the provisional  director is removed by order of court or, unless otherwise  ordered by court, removed by a vote of the members  sufficient either to elect a majority of the board of  directors or if greater than majority voting is required by  the articles of incorporation or the bylaws, to elect the  requisite number of directors needed to take action.(c) A custodian may be appointed in the discretion of the  court if it appears that such action by the court will  remedy the grounds alleged by the complaining director or  member entitled to vote to support the jurisdiction of the  court under Section 112.50 of this Act.  Subject to any  limitations which the court imposes, a custodian shall be  entitled to exercise all the powers of the corporation's  board of directors and officers to the extent necessary to  manage the affairs of the corporation to the general  advantage of its creditors and in furtherance of its  purposes, until such time as such custodian shall be removed  by order of court or, unless otherwise ordered by the court,  removed by a vote of the members sufficient either to elect  a majority of the board of directors or, if greater than  majority voting is required by the articles of incorporation  or the bylaws, to elect the requisite number of directors  needed to take action.  Such powers may be exercised  directly, or through or in conjunction with the  corporation's board of directors or officers, in the  discretion of the custodian or as the court may order.(d) Any custodian or provisional director shall report from  time to time to the court concerning the matter complained  of, or the status of the deadlock, if any, and of the status  of the corporation's affairs, as the court shall direct.  No  custodian or provisional director shall be liable for any  action taken or decision made in good faith.  In addition,  the custodian or provisional director shall submit to the  court, if so directed, recommendations as to the appropriate  disposition of the action.  Whenever a custodian or  provisional director is appointed, any officer or director  of the corporation may, from time to time, petition the  court for instructions clarifying the duties and  responsibilities of such officer or director.(e) In any proceeding under this Section, the court shall  allow reasonable compensation to the custodian or  provisional director for services rendered and reimbursement  or direct payment of reasonable costs and expenses, which  amounts shall be paid by the corporation.(f) If the court determines that any party in an action  commenced under Section 112.50 of this Act has acted  arbitrarily, vexatiously, or not in good faith in such  action or in connection with any alternative relief provided  in this Section, the court may, in its discretion, award  attorneys' fees and other reasonable expenses to the other  parties to the action who have been affected adversely  thereby.    (Source: P.A. 84-1423.)