2023 Illinois Compiled Statutes › Chapter 215 - INSURANCE › 215 ILCS 5/ - Illinois Insurance Code. › Article II - Domestic Stock Companies

(215 ILCS 5/Art. II heading)
ARTICLE II.  
		DOMESTIC STOCK COMPANIES
(Article scheduled to be repealed on January 1, 2027)
(215 ILCS 5/6) (from Ch. 73, par. 618)
(Section scheduled to be repealed on January 1, 2027)
Sec. 6. 
		Scope of
Article. 
		This Article shall apply to all domestic stock companies transacting or
being organized to transact any of the kinds of insurance business
enumerated in Section 4.
(Source: Laws 1937, p. 696.)
(215 ILCS 5/7) (from Ch. 73, par. 619)
(Section scheduled to be repealed on January 1, 2027)
Sec. 7. 
		Name. 
		
		The corporate name of any company organized under this Article shall not
be the same as, or deceptively similar to, the name of any domestic
company, or of any foreign or alien company authorized to transact business
in this State.
(Source: Laws 1937, p. 696.)
(215 ILCS 5/8) (from Ch. 73, par. 620)
(Section scheduled to be repealed on January 1, 2027)
Sec. 8. 
		Principal
office and place of business. 
The principal office of any company
organized under this Article shall be located in this State.
Unless the Director has approved otherwise, the principal place of business
of any company organized under this Article shall be located in this State.
(Source: P.A. 82-498.)
(215 ILCS 5/9) (from Ch. 73, par. 621)
(Section scheduled to be repealed on January 1, 2027)
Sec. 9. 
		Authorized kinds of business.
(1) Companies may be organized under this Article either for the purpose
of transacting any of the kind or kinds of business enumerated in Class 1
of Section 4, or for the purpose of transacting any of the kind or kinds of
business enumerated in Classes 2 and 3 of that Section, except that those
companies offering mortgage pool or mortgage guaranty insurance may provide
no other types of insurance.
(2) A domestic company may, notwithstanding limitations otherwise
applicable, and provided it maintains books and records which account for
such business, engage directly in any of the following businesses: (a)
rendering investment advice; (b) rendering services related to the
functions involved in the operation of its insurance business including,
but not limited to, actuarial, loss prevention, safety engineering, data
processing, accounting, claims, appraisal and collection services; (c)
acting as administrative agent for a government instrumentality which is
performing an insurance function for a health or welfare program; (d)
reinsuring the business of title insurance companies, provided such
domestic company if organized as a stock company shall have capital and
surplus of not less than $5,000,000 and if organized as a domestic
mutual or reciprocal company have surplus of not less than $5,000,000; (e) any
other business activity reasonably complementary or supplementary to its
insurance business; either to the extent necessarily or properly incidental
to the insurance business the company is authorized to do in this State or
to the extent approved by the Director and subject to any limitations he
may prescribe for the protection of the interests of the policyholders of
the company taking into account the effect of such business on the
company's existing insurance business and its surplus, the proposed
allocation of the estimated cost of such business and the risks inherent in
such business as well as the relative advantages to the company and its
policyholders of conducting such business directly instead of through a
subsidiary.
(Source: P.A. 86-1156.)
(215 ILCS 5/10) (from Ch. 73, par. 622)
(Section scheduled to be repealed on January 1, 2027)
Sec. 10. 
		Directors.
(1) After the date of incorporation, as determined
by Section 18, and until the first meeting of shareholders, 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 composed of not less than 3 nor more than 21 natural persons who
are shareholders, except where the Company is a wholly owned subsidiary, 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 shall be elected at
the first meeting of shareholders, and, except as provided in subsection
(3) below, all directors shall be elected annually thereafter.
(3) If the board of directors consists of 6 or more members, in lieu of
electing the membership of the whole board of directors annually, the
articles of incorporation may provide that the directors shall be divided
into two or three classes, each class to be as nearly equal in number as is
possible.  The term of office of directors of the first class shall expire
at the first annual meeting of shareholders after their election, that of
the second class shall expire at the second annual meeting after their
election, and that of the third class, if any, shall expire at the third
annual meeting after their election.  At each annual meeting after such
classification, a number of directors equal to the number of directors in
the class whose terms expire at the time of such meeting shall be elected
to hold office until the second succeeding annual meeting, if there are two
classes, or until the third succeeding annual meeting, if there are three
classes.
(4) In all elections for directors every shareholder of common shares
has the right to vote, in person or by proxy, for the number of common
shares owned by him, for as many persons as there are directors to be
elected, or to cumulate his shares, and give one candidate as many votes as
the number of directors multiplied by the number of his shares equals, or
to distribute them on the same principle among as many candidates as he
thinks fit, and directors shall not be elected in any other manner.
(5) Meetings of the board of directors, regular or special, may be held
either within or without the State. Meetings of the board of directors
shall be upon such notice as the by-laws may prescribe. Attendance of a
director at any meeting shall constitute a waiver of notice of such meeting
except where a director 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
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.
(6) If the number of directors provided for in the articles of
incorporation be indefinite, the number of directors to be elected, within
the minimum and maximum limits set forth in paragraph (2), shall be as
provided in the by-laws. The number of directors may be increased or
decreased from time to time by amendment to the by-laws.
The by-laws may establish a variable range for the size of the board by
prescribing a minimum and maximum number of directors.  The maximum may not
exceed the minimum by more than 5.  If a variable range is established, the
number of directors may be fixed or changed from time to time, within the
minimum and maximum, by the directors or the shareholders without further
amendment to the by-laws.
(7) (a) A company may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the company) by
reason of the fact that he or she is or was a director, officer, employee
or agent, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to the best interests of the company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interest of the company
or, with respect to any criminal action or proceeding, that the person had
reasonable cause to believe that his or her conduct was unlawful.
(b) A company may indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the company to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the company, or is or was serving at
the request of the company as a director, officer, employee or agent of
another company, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of
such action or suit, if such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to the best interests
of the company, provided that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the company, unless, and only to the extent that the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses as the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
company has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsections (a) and (b), or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless ordered by
a court) shall be made by the company only as authorized in the specific
case, upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in subsections (a) or (b).
Such determination shall be made (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or
even if obtainable, if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the shareholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the company in advance of the final disposition
of such action, suit or proceeding, as authorized by the board of directors
in the specific case, upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he or she is entitled to be indemnified by
the company as authorized in this Section.
(f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(g) A company may purchase and maintain insurance on  behalf of any
person who is or was a director, officer, employee or agent of the company,
or who is or was serving at the request of the company as a director,
officer, employee or agent of another company, partnership, joint venture,
trust or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of
his or her status as such, whether or not the company would have the power
to indemnify such person against such liability under the provisions of this Section.
(h) If a company has paid indemnification or has advanced expenses to a
director, officer, employee or agent, the company shall report the
indemnification or advance in writing to the shareholders with or before
the notice of the next shareholders meeting.
(i) For purposes of this Section, references to "the company" shall
include, in addition to the surviving company, any merging company
(including any company having merged with a merging company) absorbed in a
merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers, and employees or
agents, so that any person who was a director, officer, employee or agent
of such merging company, or was serving at the request of such merging
company as a director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise, shall stand in the
same position under the provisions of this Section with respect to the
surviving company as such person would have with respect to such merging
company if its separate existence had continued.
(j) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the company" shall
include any service as a director, officer, employee or agent of the
company which imposes duties on, or involves services by such director,
officer, employee, or agent with respect to any employee benefit plan, its
participants, or beneficiaries.  A person who acted in good faith and in a
manner he or she reasonably believed to be in the best interests of the
participants and beneficiaries of any employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interest of the company"
as referred to in this Section.
(Source: P.A. 92-140, eff. 7-24-01.)
(215 ILCS 5/11) (from Ch. 73, par. 623)
(Section scheduled to be repealed on January 1, 2027)
Sec. 11. 
		Executive
committee. 
		If the by-laws of any company subject to the provisions of this article,
so provide, the board of directors, by a resolution adopted by a majority
of the whole board, may designate three or more directors to constitute an
executive committee, which committee, to the extent provided in the
resolution or in the by-laws, shall have and exercise, during the interim
between the meetings of the board, all of the authority of the board in the
management of the company, but the designation of such committee shall not
relieve the board nor any member thereof of any responsibility imposed by
law.
(Source: Laws 1937, p. 696.)
(215 ILCS 5/12) (from Ch. 73, par. 624)
(Section scheduled to be repealed on January 1, 2027)
Sec. 12. 
		By-laws.
(1) The incorporators shall adopt by-laws for the company and such
by-laws may not be altered, amended, or repealed, prior to the issuance of
a certificate of authority to the company, except by written consent of
subscribers representing at least two-thirds of the shares subscribed, and
the approval of the Director.
(2) After a certificate of authority is issued to a company, the power
to make, alter, amend or repeal by-laws shall be vested in the board of
directors unless reserved to the shareholders by the articles of
incorporation.
(Source: Laws 1937, 696.)
(215 ILCS 5/13) (from Ch. 73, par. 625)
(Section scheduled to be repealed on January 1, 2027)
Sec. 13. 
		Minimum capital and surplus requirements.
(1) A company organized after  December 31, 1985 under this Article
must have and at all times maintain a paid-up capital of not less than
the minimum capital requirement applicable to the class or classes and
clause or clauses of section 4 describing the kind or kinds of insurance
which it is authorized to write, as follows:
Life, Accident, Health and Legal Expense
(a) Class 1, Clauses (a), (b) or (c), $1,000,000;     more than one clause, $1,000,000.
Casualty, Fidelity and Surety
(b) Class 2, Clauses (a), (b), (c), (d), (g), (h),     (i) or (j) $1,000,000; more than one clause, $1,000,000.
Fire, Marine and Legal Expense
(c) Class 2, Clauses (e), (f), (k), (l) or Class 3,     any or all clauses or any combination thereof, $400,000.
Multiple Line
(d) Class 2, any or all clauses other than those     specified in (c) above, and Class 3, any or all clauses, $1,000,000.
Glass and Livestock and Domestic Animals
(e) Class 2, Clause (f) only or (k) only, $100,000;     provided any company to which this subparagraph is applicable shall not expose itself to any loss on any one risk in an amount exceeding $5,000.
Any company organized prior to January 1, 1986 and
regulated under this Article must have and
at all times maintain paid-up capital of not less than the minimum
capital that was required for that particular company at the time it was
organized, unless any clause or clauses have been added. If any clause
or clauses have been added, then such company must have and at all times
maintain paid-up capital of not less than the minimum capital requirement
applicable to the class or classes and clause or clauses of Section 4 at
the time that the additional clause or clauses are authorized.
(2) A company organized after December 31, 1985 under this Article
must have at the time its Certificate of Authority is issued by the
Director paid-in surplus of not less than the minimum paid-in surplus
requirement applicable to the class or classes and clause or clauses of
Section 4 describing the kind or kinds of insurance which it is authorized
to write, as follows:
Life, Accident, Health and Legal Expense
(a) Class 1, Clauses (a), (b) or (c), $1,000,000;     more than one clause, $1,000,000.
Casualty, Fidelity and Surety
(b) Class 2, Clauses (a), (b), (c), (d), (g), (h),     (i) or (j), $1,000,000; more than one clause, $1,000,000.
Fire, Marine and Legal Expense
(c) Class 2, Clauses (e), (f), (k), (l), or Class 3,     any or all clauses or any combination thereof, $600,000.
Multiple Line
(d) Class 2, any or all clauses other than those     specified in (c) above, and Class 3, any or all clauses, $1,000,000.
Glass and Livestock and Domestic Animals
(e) Class 2, Clause (f) only or (k) only, $150,000;     provided any company to which this subparagraph is applicable shall not expose itself to any loss on any one risk in an amount exceeding $5,000.
(3) Any company organized after December 31, 1985 under this Article
must have and at all times maintain, in addition to the minimum capital
required by paragraph (1) of this Section, minimum surplus requirement
applicable to the class or classes and clause or clauses of Section 4
describing the kind or kinds of insurance which it is authorized to write,
as follows:
Life, Accident, Health and Legal Expense
(a) Class 1, Clauses (a), (b) or (c), $500,000; more     than one clause, $500,000.
Casualty, Fidelity and Surety
(b) Class 2, Clauses (a), (b), (c), (d), (g), (h),     (i) or (j), $500,000; more than one clause, $500,000.
Fire, Marine and Legal Expense
(c) Class 2, Clauses (e), (f), (k), (l), or Class 3,     any or all clauses or any combination thereof, $300,000.
Multiple Line
(d) Class 2, any or all clauses other than those     specified in (c) above, and Class 3, any or all clauses, $500,000.
Glass and Livestock and Domestic Animals
(e) Class 2, Clause (f) only or (k) only, $50,000;     provided any company to which this subparagraph is applicable shall not expose itself to any loss on any one risk in an amount exceeding $5,000.
(4) Any company organized prior to January 1, 1986 and regulated
under this Article, in addition to the minimum capital which is required by
paragraph (1) of this Section, must have and at all times maintain until
December 31, 1986, minimum surplus of $300,000; and on December 31, 1986
and thereafter such company must have and maintain at all times, surplus of
no less than the following amounts:
Life, Accident, Health and Legal Expense
(a) Class 1, Clauses (a), (b) or (c), $500,000; more     than one clause, $500,000.
Casualty, Fidelity and Surety
(b) Class 2, Clauses (a), (b), (c), (d), (g), (h),     (i) or (j), $500,000; more than one clause, $500,000.
Fire, Marine and Legal Expense
(c) Class 2, Clauses (e), (f), (k), (l), or Class 3,     any or all clauses or any combination thereof, $300,000.
Multiple Line
(d) Class 2, any or all clauses other than those     specified in (c) above, and Class 3, any or all clauses, $500,000.
Glass and Livestock and Domestic Animals
(e) Class 2, Clause (f) only or (k) only, $50,000;     provided any company to which this subparagraph is applicable shall not expose itself to any loss on any one risk in an amount exceeding $5,000.
(5) Any company organized prior to January 1, 1986 and regulated
under this Article must have on December 31, 1990 and thereafter maintain
until December 31, 1995 the greater of (a) minimum capital required by
paragraph (1) of this Section plus the surplus required to be maintained
after December 31, 1986 by paragraph (4) of this Section; or (b) combined
capital and surplus of not less than the minimum requirement applicable to
the class or classes and clause or clauses of Section 4 describing the kind
or kinds of insurance which it is authorized to write as follows:
Life, Accident, Health and Legal Expense
(a) Class 1, Clauses (a), (b) or (c), $1,200,000;     more than one clause, $1,200,000.
Casualty, Fidelity and Surety
(b) Class 2, Clauses (a), (b), (c), (d), (g), (h),     (i) or (j), $1,200,000; more than one clause, $1,200,000.
Fire, Marine and Legal Expense
(c) Class 2, Clauses (e), (f), (k), (l), or Class 3,     any or all clauses or any combination thereof, $600,000.
Multiple Line
(d) Class 2, any or all clauses other than those     specified in (c) above, and Class 3, any or all clauses, $1,200,000.
Glass and Livestock and Domestic Animals
(e) Class 2, Clause (f) only or (k) only, $100,000;     provided any company to which this subparagraph is applicable shall not expose itself to any loss on any one risk in an amount exceeding $5,000.
(6) Any company organized prior to January 1, 1986 and regulated
under this Article must have on December 31, 1995 and thereafter maintain
at all times combined capital and surplus of not less than the minimum
requirement applicable to the class or classes and clause or clauses of
Section 4 describing the kind or kinds of insurance which it is authorized
to write as follows:
Life, Accident, Health and Legal Expense
(a) Class 1, Clauses (a), (b) or (c), $1,500,000;     more than one clause, $1,500,000.
Casualty, Fidelity and Surety
(b) Class 2, Clauses (a), (b), (c), (d), (g), (h),     (i) or (j), $1,500,000; more than one clause, $1,500,000.
Fire, Marine and Legal Expense
(c) Class 2, Clauses (e), (f), (k), (l), or Class 3,     any or all clauses or any combination thereof, $700,000.
Multiple Line
(d) Class 2, any or all clauses other than those     specified in (c) above, and Class 3, any or all clauses, $1,500,000.
Glass and Livestock and Domestic Animals
(e) Class 2, Clause (f) only or (k) only, $150,000;     provided any company to which this subparagraph is applicable shall not expose itself to any loss on any one risk in an amount exceeding $5,000.
(7) Any company organized prior to January 1, 1986 and regulated under
this Article experiencing a change in control, as control is defined in
Section 131.1(b) of this Code, must have simultaneously with the change in
control and thereafter maintain at all times combined capital and surplus
of not less than the minimum requirement applicable to the class or classes
and clause or clauses of Section 4 describing the kind or kinds of
insurance which it is authorized to write as follows:
Life, Accident, Health and Legal Expense
(a) Class 1, Clauses (a), (b) or (c), $1,500,000;     more than one clause, $1,500,000.
Casualty, Fidelity and Surety
(b) Class 2, Clauses (a), (b), (c), (d), (g), (h),     (i) or (j), $1,500,000; more than one clause, $1,500,000.
Fire, Marine and Legal Expense
(c) Class 2, Clauses (e), (f), (k), (l), or Class 3,     any or all clauses or any combination thereof, $700,000.
Multiple Line
(d) Class 2, any or all clauses other than those     specified in (c) above, and Class 3, any or all clauses, $1,500,000.
Glass and Livestock and Domestic Animals
(e) Class 2, Clause (f) only or (k) only, $150,000;     provided any company to which this subparagraph is applicable shall not expose itself to any loss on any one risk in an amount exceeding $5,000.
Notwithstanding, the foregoing provisions of this paragraph (7), any
company which experiences a change in control, as control is defined in
Section 131.1(b) of this Code, by reason of any laws of descent,
distribution or probate, shall be exempt from the requirements of this
paragraph (7) for a period of 2 years following the date of death or
incompetency giving rise to the change in control.
(8) Any company organized prior to September 10, 1971 or converted
from a mutual company to a stock company between July 1, 1983 and June 30,
1985, which had less than $1,000,000 capital and surplus on January 1,
1986, and whose authority is limited to Class 2 of Section 4 of this Code
and which is regulated under this Article, shall be exempt from the
requirements of paragraphs (5) and (6) of this Section.
(9) The Director shall take action under Section 34 of this Code
against any company which fails to maintain the minimum
surplus required by this Section. The words "minimum surplus" mean the
net total of the following accounts, where applicable, as they appear in
the annual statement of a stock company on the usual and proper annual
statement form prescribed by the National Association of Insurance
Commissioners: paid-in surplus; contributed surplus; unassigned or
earned surplus; and special surplus.
(Source: P.A. 87-315.)
(215 ILCS 5/14) (from Ch. 73, par. 626)
(Section scheduled to be repealed on January 1, 2027)
Sec. 14. 
		Incorporators. 
		Any one or more natural persons, at least one of
whom is a resident of this State, who desire to form a company under this
Article shall sign and acknowledge before an officer authorized to take acknowledgments,
articles of incorporation in duplicate.
(Source: P.A. 84-502.)
(215 ILCS 5/14.1) (from Ch. 73, par. 626.1)
(Section scheduled to be repealed on January 1, 2027)
Sec. 14.1. 
		Articles of incorporation. 
		The articles shall set forth:
(a) the corporate name;
(b) the location of its principal office;
(c) the period of duration, which may be perpetual;
(d) the class or classes of insurance business as     provided in Section 4, in which it proposes to engage and the kinds of insurance in each class it proposes to write;
(e) the number of its directors, or that the number     of directors shall be not less than the minimum nor more than the maximum stated in Section 10, the terms of office; and the manner of electing the directors;
(f) the amount of its authorized capital, the number     of authorized common and non-voting preferred shares, the par value of each share, and the number of the common and non-voting preferred shares to be issued and sold in accordance with this Article to provide at least the minimum paid-up capital and paid-in surplus as set forth in Section 13 of this Article;
(g) the terms and conditions on which preferred     shares may be converted to common shares, if any shares are issued with the right of conversion;
(h) such other provisions not inconsistent with law     as may be deemed by the incorporators to be necessary or advisable.
(Source: P.A. 90-381, eff. 8-14-97.)
(215 ILCS 5/15) (from Ch. 73, par. 627)
(Section scheduled to be repealed on January 1, 2027)
Sec. 15. Documents to be delivered to Director by incorporators.

Upon the execution of the articles of incorporation, there shall be
delivered to the Director:
(a) duplicate originals of the articles of     incorporation;
(b) a copy of the by-laws adopted by the     incorporators;
(c) the form of subscription agreement to be used by     the company;
(d) 2 organization bonds or the cash or securities     provided for in Section 16; and
(e) the form of escrow agreement for the deposit of     cash or securities.
(Source: P.A. 100-863, eff. 8-14-18.)
(215 ILCS 5/16) (from Ch. 73, par. 628)
(Section scheduled to be repealed on January 1, 2027)
Sec. 16. 
		Organization bonds.
(1) The incorporators except as stated in
subsection (3) of this Section, shall deliver to the Director two bonds in favor
of the State of Illinois, in the penalty of $50,000 each, with
the incorporators as principals and a duly authorized surety company as
surety. One of such bonds shall be for the use and benefit of the State of
Illinois, and shall be conditioned upon the payment of costs incurred by
the State by reason of any legal proceedings for liquidation or dissolution
of such company prior to the issuance to it of a certificate of authority
to do an insurance business. The other bond shall be for the use and
benefit of subscribers, shareholders and creditors, and shall be
conditioned upon the full and complete accounting for all funds and
property coming into the possession of the incorporators or into the
possession of the company prior to the issuance to it of a certificate of
authority to do an insurance business.
(2) In lieu of delivering the above bonds, the incorporators may deposit
with the Director $100,000 in cash or securities of the
United States Government or of the State of Illinois, having a market value
of at least $100,000. The cash or securities so deposited
shall be held in trust by the Director, until the issuance of a certificate
of authority to the company, to indemnify the State of Illinois and all
subscribers, shareholders and creditors of the company for the same matters
and things set forth as conditions of the organization bonds mentioned in
subsection (1).
(3) No bonds are required if the stock of the company is to be
purchased by a sole shareholder.
(Source: P.A. 84-1431.)
(215 ILCS 5/17) (from Ch. 73, par. 629)
(Section scheduled to be repealed on January 1, 2027)
Sec. 17. Publication
of intention.
(1) Upon complying with the provisions of Section 15, the
incorporators shall cause to be published in a newspaper of general
circulation in this State, in the county where the principal office of the
company is to be located, once each week for 3 consecutive weeks, a
notice setting forth:
(a) their intent to form the company and the proposed     name thereof;
(b) the class or classes of insurance business in     which the company proposes to engage; and
(c) the address where its principal office shall be     located.
(2) Proof of such publication made by a certificate of the publisher or
his agent shall be delivered to the Director.
(Source: P.A. 100-863, eff. 8-14-18.)
(215 ILCS 5/18) (from Ch. 73, par. 630)
(Section scheduled to be repealed on January 1, 2027)
Sec. 18. 
		Approval of
documents.
(1) If the Director finds that the documents and papers so delivered
comply with this Code, he must place on file in his office the by-laws,
form of subscription agreement, bonds or securities, and one of the
duplicate originals of the articles of incorporation, and endorse upon the
other duplicate original his approval, and the month, day and year of
approval and deliver it to the incorporators. The company is deemed to be
fully organized on the date of the approval of the articles of
incorporation by the Director, and that date is the date of incorporation
of the company.
(2) If the Director finds that any of said documents are insufficient or
do not comply with this Code, he shall notify the incorporators in writing
in what respect said documents are found to be insufficient and if
requested so to do must grant the incorporators a hearing.
(Source: P.A. 77-747.)
(215 ILCS 5/19) (from Ch. 73, par. 631)
(Section scheduled to be repealed on January 1, 2027)
Sec. 19. 
		Recording
articles of incorporation. 
The duplicate original of the articles of incorporation returned by the
Director shall be filed for record, within 15 days after it is
delivered to the company, in the office of the recorder of the
county where the principal office of the company is to be located.
(Source: P.A. 83-358.)
(215 ILCS 5/20) (from Ch. 73, par. 632)
(Section scheduled to be repealed on January 1, 2027)
Sec. 20. 
		Authority
to solicit subscriptions.
(1) Upon the approval of the articles of incorporation by the Director
and upon compliance with such reasonable regulations relating to the
offering and subscription of or for shares as may be promulgated by the
Director to the end that no inequity, fraud or deceit may be worked or tend
to be worked upon prospective subscribers to or purchasers of such shares,
he shall issue to the company a permit, which shall expire at the end of
two years from its date, authorizing it to solicit subscriptions in
accordance with such regulations, this Code and the form of subscription
agreement filed with him, to receive payment for its shares and to do such
other acts as may be necessary and proper in order to complete its
organization and to entitle it to receive a certificate of authority to
transact an insurance business.
(2) No subscription for shares shall be solicited, until such
subscriptions or shares shall have been qualified or registered in
accordance with any law of this State or of the United States requiring
qualification or registration.
(3) If the Director finds that any company in process of organization
has failed to comply with, or has violated any provision of the Code, he
may proceed against the company under Article XIII, and may after notice
and hearing, if any provision of the Code or any regulation promulgated
under subsection (1) has been violated, revoke the permit issued to it
under subsection (1).
(Source: Laws 1959, p. 1428.)
(215 ILCS 5/21) (from Ch. 73, par. 633)
(Section scheduled to be repealed on January 1, 2027)
Sec. 21. Subscription agreement.
(1) The company and each subscriber shall enter into an agreement for
the subscription to the shares of the company and such agreement shall also
constitute an agreement between the several subscribers. It shall state:
(a) the price of the shares, terms, time, and medium     of payment therefor;
(b) the part of the price that may be used for     commission, promotion, organization, and other expenses;
(c) the name of the bank or trust company in this     State in which the funds or securities are to be deposited pending the completion of the organization of the company; and
(d) that the total cash or securities received in     payment will be returned to the subscribers who have made such payments in the event the organization of the company is not completed.
(2) Subscriptions to shares shall be irrevocable unless subscribers
representing 50% or more of the amount subscribed consent to
the revocation.
(3) Any subscription agreement may provide for payment in installments
but in the case of subscriptions prior to the issuance of a certificate of
authority to the company, such installments shall not extend beyond 2 
years from the date of the permit of the Director authorizing the
solicitation of subscriptions.
(Source: P.A. 100-863, eff. 8-14-18.)
(215 ILCS 5/21.1) (from Ch. 73, par. 633.1)
(Section scheduled to be repealed on January 1, 2027)
Sec. 21.1. 
		Escrow agreement. 
		The company and the bank or trust
company designated in the subscription agreement shall execute an escrow
agreement. The escrow agreement shall state that the proceeds of all
subscriptions to shares shall be placed in the bank or trust company and
remain until an organization examination has been completed, at which time
the escrow agent is authorized to purchase securities for deposit in the
amount required by Section 26 and forward them to the Director. The escrow
agent is authorized to release the balance of the escrowed funds to the
company only upon notification that a Certificate of Authority or similar
documentation has been issued by the Director.
(Source: P.A. 84-502.)
(215 ILCS 5/22) (from Ch. 73, par. 634)
(Section scheduled to be repealed on January 1, 2027)
Sec. 22. 
		Payments
for shares-Promotion expenses. 
		The net proceeds of all subscriptions to shares prior to the issuance of
a certificate of authority to the company to transact business shall not be
less than the paid up capital specified in the articles of incorporation
and the required paid-in surplus. Payments upon subscriptions shall be made
only in cash or securities that are eligible for investment under Article
VIII. The part of the subscription price, that may be used for
commission, promotion, organization, and other expenses, in no event shall
be in excess of 15% of the amount collected on the respective subscriptions
and in no case shall such expenses be paid out of the subscription proceeds
until such time as the sale of all of the shares constituting the offering
has been completed.
(Source: Laws 1961, p. 3735.)
(215 ILCS 5/23) (from Ch. 73, par. 635)
(Section scheduled to be repealed on January 1, 2027)
Sec. 23. 
		Deposit of proceeds of shares - When subscribers deemed shareholders.
(1) The cash or securities received by the company upon subscriptions
for shares shall be placed in the bank or trust company designated in the
escrow and subscription agreements. No part of the
cash or securities so deposited
shall be used by the company prior to the issuance to it of a certificate
of authority to transact business, except when payments for all the shares to be issued and sold, as set forth
in the articles of incorporation, are completed, for the purpose of making
the deposit as provided for in Section 26.
(2) Any officer, director or incorporator of a company who, prior to the
issuance of the certificate of authority to the company, withdraws, causes
to be withdrawn or knowingly permits the withdrawal of any cash or
securities on deposit in such bank or trust company, for any purposes other
than those authorized in subsection (1), shall be guilty of a Class A
misdemeanor.
(3) The subscribers shall be deemed to be shareholders when full payment
upon the subscriptions for all shares which the company proposes to issue
and sell, as set forth in the articles of incorporation, shall have been
received by the company, but no certificate for shares may be issued by the
company prior to the issuance to it of a certificate of authority to
transact business.
(4) In the event that payments for all shares to be issued and sold by
the company, as set forth in the articles of incorporation, are not
completed within the time provided in the permit of the Director
authorizing the solicitation of subscriptions the cash and securities
received in payment shall be returned to the subscribers who have made the
payments.
(Source: P.A. 84-502.)
(215 ILCS 5/24) (from Ch. 73, par. 636)
(Section scheduled to be repealed on January 1, 2027)
Sec. 24. 
		Certificate
of authority to do an insurance business. 
		When the Director has been notified that the capital required by the
articles of incorporation has been fully subscribed, and that such capital
and the required surplus has been fully collected, he shall conduct an
examination of the company. If he finds that the organization of the
company is complete, that the required capital provided in the articles of
incorporation and required surplus has been fully collected and deposited
with the designated bank or trust company, that the deposit provided for by
Section 26 has been made and that all of the requirements imposed by this
Code, have been met, he shall issue to the company a certificate of
authority to transact the kind or kinds of business specified therein. No
company shall transact any business of insurance until it has received a
certificate of authority as herein prescribed nor any business of insurance
not specified in such certificate of authority.
(Source: Laws 1957, p. 603.)
(215 ILCS 5/25) (from Ch. 73, par. 637)
(Section scheduled to be repealed on January 1, 2027)
Sec. 25. Voluntary
surrender of the articles of incorporation. At any time prior to the issuance of the certificate of authority to the
company the articles of incorporation may be voluntarily surrendered and
the company dissolved by written agreement filed with the Director, signed
by a majority of the incorporators, and by subscribers representing at
least two-thirds of the shares subscribed. Such surrender and dissolution
shall become effective only upon the approval thereof by the Director. The
Director shall approve the surrender of such articles of incorporation if
upon investigation he shall find that:
(a) no insurance business has been transacted by the     company;
(b) all sums of money or securities, if any,     collected upon subscriptions, have been returned to the subscribers; and
(c) all obligations of the company have been paid or     discharged.
(Source: P.A. 100-863, eff. 8-14-18.)
(215 ILCS 5/26) (from Ch. 73, par. 638)
(Section scheduled to be repealed on January 1, 2027)
Sec. 26. Deposit.
(a) A company subject to the provisions of this
Article shall make and
maintain with the Director for the protection of all creditors,
policyholders and policy obligations of the company, a deposit of
securities having a
fair market value equal to the minimum capital and surplus required to be
maintained under Section 13.
The Director may release the required deposit of securities upon receipt of
an order of a court having proper jurisdiction or upon: (i)
certification by the company that it has no outstanding creditors,
policyholders, or policy obligations in effect and no plans to engage in the
business of insurance; (ii) receipt of a lawful resolution of the company's
board of directors effecting the surrender of its articles of incorporation for
administrative dissolution by the Director; and (iii) receipt of the name and
forwarding address for each of the final officers and directors of the company,
together with a plan of dissolution approved by the Director.
(b) All deposits by insurers subject to this Article must be limited to the following types:
(1) United States government bonds, notes, and bills     for which the full faith and credit of the government of the United States is pledged for the payment of principal and interest.
(2) United States public bonds and notes of any state     or of the District of Columbia, or Canadian public bonds and notes of any province thereof, for which the full faith and credit of the issuer has been pledged for the payment of principal and interest.
(3) United States and Canadian county, provincial,     municipal, and district bonds and notes for which the issuer has lawful authority to levy taxes or make assessments for the payment of principal and interest.
(4) Bonds and notes of any federal agency that are     guaranteed as to payment of principal and interest by the United States.
(5) International development bank bonds, bonds     issued by the State of Israel and sold through the Development Corporation for Israel or its successor entities, and notes issued, assumed, and guaranteed by the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, or the International Finance Corporation.
(6) Corporate bonds and notes of any private     corporations that are not affiliates or subsidiaries of the insurer, which corporations are organized under the laws of the United States, Canada, any state, the District of Columbia, any territory or possession of the United States, or any province of Canada.
(7) Certificates of deposit.
(c) To be eligible for deposit under subsection (b), any bond or note must have the following characteristics:
(1) The bond or note must be interest-bearing or     interest-accruing, and the insurer must be the exclusive owner of the interest accruing thereon and entitled to receive the interest for its account.
(2) The issuer must be in a solvent financial     condition and the bond or note must not be in default.
(3) The bond, note, or debt of the issuing country     must be rated in one of the 4 highest classifications by an established, nationally recognized investment rating service or must have been given a rating of 1 by the Securities Valuation Office of the National Association of Insurance Commissioners.
(4) The market value of the bond or note must be     readily ascertainable or the value of the bond or note must be obtainable by the insurer or its custodian from the issuer's fiscal agent.
(5) The bond or note must be the direct obligation of     the issuer.
(6) The bond or note must be stated in United States     dollar denominations.
(7) The bond or note must be eligible for book-entry     form on the books of the Federal Reserve's book-entry system or in a depository trust clearing system or on the books of the issuer's transfer agent or evidenced by a certificate delivered to the insurer or its custodian.
(d) To be eligible for deposit under item (7) of subsection (b), a certificate of deposit must have the following characteristics:
(1) The certificate of deposit must be issued by a     bank, savings bank, or savings association that is organized under the laws of the United States, of this State, or of any other state and that has a principal office or branch office in this State that is authorized to receive deposits in this State.
(2) The certificate of deposit must be     interest-bearing and may not be issued in discounted form.
(3) The certificate of deposit must be issued for a     period of not less than one year.
(4) The issuing bank, savings bank, or savings     association must agree to the terms and conditions of the Director regarding the rights to the certificate of deposit and must have executed a written certificate of deposit agreement with the Director. The terms and conditions of the agreement shall include, but need not be limited to:
(A) Exclusive authorized signature authority for         the chief financial officer.
(B) An agreement to pay, without protest, the         proceeds of its certificate of deposit to the Director within 30 business days after presentation.
(C) A prohibition against levies, setoffs,         survivorship, or other conditions that might hinder the Director's ability to recover the full face value of a certificate of deposit.
(D) Instructions regarding interest payments,         renewals, taxpayer identification, and early withdrawal penalties.
(E) An agreement to be subject to the         jurisdiction of the courts of this State, or those of the United States that are located in this State, for the purposes of any litigation arising out of this Section.
(F) Such other conditions as the Director         requires.
(e) The Director may refuse to accept certain securities or refuse to accept the reported market value of certain securities offered pursuant to this Section in order to ensure that sufficient cash and securities are on hand to meet the purposes of the deposit. In making a refusal under this subsection (e), the guidelines for use of the Director may include, but need not be limited to, whether the market value of the securities cannot be readily ascertained and the lack of liquidity of the securities. Securities refused under this subsection (e) are not acceptable as deposits.
(f) All deposits required of a domestic insurer pursuant to the laws of another state, province, or country must be comprised of securities of the kinds required under subsection (b), having the characteristics required under subsections (c) and (d), and permitted by the laws of the other state, province, or country, except common stocks, mortgages or loans of any kind, real estate investment trust funds or programs, commercial paper, and letters of credit.
(Source: P.A. 98-110, eff. 1-1-14; 98-969, eff. 1-1-15.)
(215 ILCS 5/27) (from Ch. 73, par. 639)
(Section scheduled to be repealed on January 1, 2027)
Sec. 27. 
		Dividends and other distributions.
(1) The board of directors of any company subject to this Article may
declare and the company may pay dividends and other distributions
(i) on its outstanding shares in cash, property, or its own shares
and (ii) on its treasury shares in its own shares,
subject to the following provisions:
(a) No dividend or other distribution may be declared     or paid at any time except out of earned, as distinguished from contributed, surplus, nor when the surplus of the company is less than the surplus required by Section 13 for the kind or kinds of business authorized to be transacted by such company, nor when the payment of a dividend or other distribution would reduce its surplus to less than such amount.
(b) Except in the case of share dividends, surplus     for determining whether dividends or other distributions may be declared shall not include surplus arising from unrealized appreciation in value, or revaluation of assets, or from unrealized profits upon investments.
(c) No dividend or other distribution may be declared     or paid contrary to any restriction contained in the articles of incorporation.
(d) No dividend or other distribution may be declared     or paid contrary to Section 131.20 or 131.20a.
(2) No payments may be made to policyholders by way of dividends unless
the company possesses admitted assets in the amount of such payments in
excess of its capital, minimum required surplus and all liabilities.
(Source: P.A. 88-364.)
(215 ILCS 5/27.1) (from Ch. 73, par. 639.1)
(Section scheduled to be repealed on January 1, 2027)
Sec. 27.1. Treasury shares.  "Treasury shares" means (a) shares
of a company which have been issued, have been subsequently acquired
by and belong to the company, and have not, either by reason of
the acquisition or thereafter, been cancelled or restored to the
status of authorized but unissued shares and (b) shares declared
and paid as a share dividend on the shares referred to in clause (a)
or this clause (b) of this Section. Treasury shares shall be
deemed to be "issued" shares but not outstanding shares and shall not be
voted. Shares converted into or exchanged for other shares of the company
shall not be deemed to be treasury shares.
(Source: P.A. 100-863, eff. 8-14-18.)
(215 ILCS 5/28) (from Ch. 73, par. 640)
(Section scheduled to be repealed on January 1, 2027)
Sec. 28. 
		Dealing in
shares of company.
(1) A company subject to the provisions of this Article shall have
the power to purchase, take, receive, or otherwise acquire, hold, own,
pledge, transfer, or otherwise dispose of its own shares, provided that it
shall not purchase, either directly or indirectly, its own shares when its
net assets are less than the sum of its paid-up capital, and its required
surplus, any surplus arising from unrealized appreciation in value or
revaluation of its assets and any surplus arising from surrender to the
corporation of any of its shares, or when by so doing its net assets would
be reduced below the minimum capital and surplus requirements of Section 13
hereof, and as set forth in the articles of incorporation.
Notwithstanding the foregoing limitations, a company may purchase its own
shares for any of the following purposes:
(a) eliminating fractional shares;
(b) collecting or compromising claims of the company     or securing any indebtedness to the company previously incurred;
(c) paying dissenting shareholders entitled to     payment for their shares in the event of a merger or consolidation;
(d) effecting a plan for the mutualization of the     company; or
(e) furthering a general savings and investment plan     for employees of the company.
(2) No shares which are or have been reacquired, purchased, pledged or
held pursuant to paragraph (1) of this Section shall be considered an
admitted asset as defined in this Code, or considered in determining the
solvency of such company.
(Source: Laws 1959, p. 631.)
(215 ILCS 5/28.1) (from Ch. 73, par. 640.1)
(Section scheduled to be repealed on January 1, 2027)
Sec. 28.1. 
		Dealing in shares of company by officers, directors and
principal stockholders.
(a) Any person who is directly or indirectly the beneficial owner of
more than 10% of any class of any equity security of a domestic stock
insurance company, or who is a director or an officer of such company,
shall file in the office of the Director by January 31, 1966 or within
10 days after he becomes such beneficial owner, director or officer, a
statement, in such form as the Director may prescribe, of the amount of
all equity securities of such company of which he is the beneficial
owner; and, within 10 days after the close of each calendar month
thereafter, if there has been a change in such ownership during such
month, shall file in the office of the Director a statement, in such
form as the Director may prescribe, indicating his ownership at the
close of the calendar month and such changes in his ownership as have
occurred during such calendar month.
(b) For the purpose of preventing the unfair use of information
which may have been obtained by such beneficial owner, director or
officer by reason of his relationship to such company, any profit
realized by such beneficial owner, officer or director from any purchase
and sale, or any sale and purchase, of any equity security of such
company within any period of less than 6 months, unless such security
was acquired in good faith in connection with a debt previously
contracted, shall inure to and be recoverable by the company,
irrespective of any intention on the part of such beneficial owner,
director or officer in entering into such transaction of holding the
security purchased or of not repurchasing the security sold for a period
exceeding 6 months. Suit to recover such profit may be instituted at law
or in equity by the company, or if the company shall fail or refuse to
bring such suit within 60 days after request or shall fail diligently to
prosecute such a suit, a suit may be instituted by the owner of any
security of the company in the name and in behalf of the company, but no
such suit shall be brought more than 2 years after the date such profit
was realized. This subsection shall not be construed to cover any
transaction where such beneficial owner was not such both at the time of
the purchase and sale, or the sale and purchase, of the security
involved, or any transaction or transactions which the Director by rules
and regulations may exempt as not comprehended within the purpose of
this subsection.
(c) It is unlawful for any such beneficial owner, director or
officer, directly or indirectly, to sell any equity security of such
company if the person selling the security or his principal (i) does not
own the security sold, or (ii) if owning the security, does not deliver
it against such sale within 20 days thereafter, or does not within 5
days after such sale deposit it in the mails or other usual channels of
transportation; provided, however, that this provision does not apply if
such person proves that notwithstanding the exercise of good faith he
was unable to make such delivery or deposit within such time, or that to
do so would cause undue inconvenience or expense.
(d) The provisions of paragraph b of this Section do not apply to
any purchase and sale, or sale and purchase, and the provisions of
paragraph c of this Section do not apply to any sale, of an equity
security of a domestic stock insurance company not then or theretofore
held by such beneficial owner, director or officer in an investment
account, by a dealer in the ordinary course of his business and incident
to the establishment or maintenance by him of a primary or secondary
market (otherwise than on an exchange as defined in the Securities
Exchange Act of 1934) for such security. The Director may, by such rules
and regulations as he finds to be necessary or appropriate in the public
interest, define and prescribe terms and conditions with respect to
securities held in an investment account and transactions made in the
ordinary course of business and incident to the establishment or
maintenance of a primary or secondary market.
(e) The provisions of paragraphs a, b and c of this Section do not
apply to foreign or domestic arbitrage transactions unless made in
contravention of such rules and regulations as the Director may adopt in
order to carry out the purposes of this Act.
(f) The term "equity security" when used in this Act means any stock
or similar security; or any security convertible, with or without
consideration, into such a security, or carrying any warrant or right to
subscribe to or purchase such a security; or any such warrant or right;
or any other security which the Director finds to be of similar nature
and considers necessary or appropriate, by such rules and regulations as
he may prescribe in the public interest or for the protection of
investors, to treat as an equity security.
(g) The provisions of paragraphs a, b and c of this Section do not
apply to equity securities of a domestic stock insurance company if (i)
such securities are registered, or are required to be registered,
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, or if (ii) such domestic stock insurance company does not have
any class of its equity securities held of record by 100 or more persons
on the last business day of the year next preceding the year in which
equity securities of the company would be subject to the provisions of
paragraphs a, b and c of this Section except for the provisions of this
subsection (ii).
(h) The Director may make such rules and regulations as may be
necessary for the execution of the functions vested in him by this
Section, and may for such purpose classify domestic stock insurance
companies, securities, and other persons or matters within his
jurisdiction. No provision of this Section imposing any liability shall
apply to any act done or omitted in good faith in conformity with any
rule or regulation of the Director, notwithstanding that such rule or
regulation may, after such act or omission, be amended or rescinded or
determined by judicial or other authority to be invalid for any reason.
(i) The provisions of this Section do not apply to any sale made
prior to its effective date.
(Source: Laws 1965, p. 2257.)
(215 ILCS 5/28.2) (from Ch. 73, par. 640.2)
(Section scheduled to be repealed on January 1, 2027)
Sec. 28.2. 
		Proxies, consents and authorizations of domestic stock
companies.
(a) The Director is authorized to regulate proxies, consents, and
authorizations in respect of securities issued by any company subject to
the provisions of this Article to the extent as may be necessary or
appropriate in the public interest or for the protection of investors,
and such regulation may include but shall not be limited to rules and
regulations under which any such company, director, or employee of the
company or any other person may solicit or permit the use of his  name to
solicit any proxy, consent or authorization in respect of securities
issued by any such company.
(b) Unless proxies, consents or authorizations in respect of a
security of a company subject to the provisions of this Article are
solicited by or on behalf of the management of such company from the
holders of record of such security in accordance with the provisions of
any rules and regulations prescribed under subsection (a) of this
Section, prior to any annual or other meeting of the holders of such
security, such company shall, if required by such rules and regulations
prescribed by the Director as may be necessary or appropriate in the
public interest or for the protection of investors, file with the
Director and transmit to all holders of record of such security
information substantially equivalent to the information which would be
required to be transmitted if a solicitation were made.
(c) The authority granted under subsections (a) and (b) hereof
includes the power on the part of the Director to require such companies
to file with the Director and transmit to shareholders prior to the
annual meeting of shareholders an annual report containing such
financial statements for the last fiscal year as are referred to in the
Stockholder Information Supplement filed with the annual statement of
any such company under the provisions of Section 136 of this Code.
(d) If the Director finds, after notice and hearing, that such
company or any director, officer or employee of such company or any
other person has willfully violated the provisions of this Section or of
any rule or regulation prescribed by the Director hereunder, he  may
order such company or any director, officer or employee of such company,
or any other person, as the case may be, to pay to the State of Illinois
a penalty in a sum not exceeding $5,000 for each such offense. The
findings, determinations and orders of the Director made pursuant to
this Section shall be subject to judicial review under the Administrative
Review Law, as now or hereafter amended.
(Source: P.A. 82-783.)
(215 ILCS 5/28.2a) (from Ch. 73, par. 640.2a)
(Section scheduled to be repealed on January 1, 2027)
Sec. 28.2a. Proxies.
(1) A shareholder may appoint a proxy to vote or
otherwise act for him or her by signing an appointment form and delivering
it to the person so appointed.
(2) No proxy shall be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Every proxy continues
in full force and effect until revoked by the person executing it prior to the
vote pursuant thereto, except as otherwise provided in this Section.  Such
revocation may be effected by a writing delivered to the corporation
stating that the proxy is revoked or by a subsequent proxy executed by, or
by attendance at the meeting and voting in person by, the person executing
the proxy.  The dates contained on the forms of proxy presumptively
determine the order of execution, regardless of the postmark dates on the
envelopes in which they are mailed.
(3) An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest in the shares or in the corporation
generally. By way of example and without limiting the generality of the
foregoing, a proxy is coupled with an interest when the proxy appointed is
one of the following:
(a) a pledgee;
(b) a person who has purchased or had agreed to     purchase the shares;
(c) a creditor of the corporation who has extended it     credit under terms requiring the appointment, if the appointment states the purpose for which it was given, the name of the creditor, and the amount of credit extended; or
(d) an employee of the corporation whose employment     contract requires the appointment, if the appointment states the purpose for which it was given, the name of the employee, and the period of employment.
(4) The death or incapacity of the shareholder appointing a proxy does
not revoke the proxy's authority unless notice of the death or incapacity
is received by the officer or agent who maintains the corporation's share
transfer book before the proxy exercises his or her authority under the appointment.
(5) An appointment made irrevocable under subsection (3) becomes
revocable when the interest in the proxy terminates such as when the pledge
is redeemed, the shares are registered in the purchaser's name, the
creditor's debt is paid, the employment contract ends, or the voting agreement expires.
(6) A transferee for value of shares subject to an irrevocable
appointment may revoke the appointment if the transferee was ignorant of
its existence when the shares were acquired and both the existence of the
appointment and its revocability were not noted conspicuously on the
certificate (or information statement for shares without certificates)
representing the shares.
(7) Unless the appointment of a proxy contains an express limitation on
the proxy's authority, a corporation may accept one proxy's vote or other
action as that of the shareholder making the appointment.  If the proxy
appointed fails to vote or otherwise act in accordance with the
appointment, the shareholder is entitled to such legal or equitable relief
as is appropriate in the circumstances.
(Source: P.A. 102-558, eff. 8-20-21.)
(215 ILCS 5/29) (from Ch. 73, par. 641)
(Section scheduled to be repealed on January 1, 2027)
Sec. 29. 
		Amendment of articles of incorporation.
(1) A company subject to the provisions of this article may amend its
articles of incorporation in any respect not in violation of law but may
not amend its articles to insert any provision prohibited, or to delete any
provision required, in original articles of incorporation for a similar
domestic company organized under this Code, except as provided by Section
35.
(2) Amendments to the articles of incorporation, after a certificate of
authority has been issued to the company, shall be made 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 of shareholders at either an annual or special meeting.
(b) Written or printed notice setting forth the     proposed amendment or a summary of the changes to be effected thereby and stating the time and place of the meeting at which the same will be considered, shall be mailed, postage prepaid and properly addressed, to each shareholder at least ten days before the time fixed for such meeting. A written waiver of notice signed by the shareholders, whether before or after the date of the meeting mentioned therein, shall be deemed equivalent to the notice in this Section provided.
(c) At such meeting a vote of the shareholders shall     be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares.
(3) Amendments to the articles of incorporation, prior to the issuance
of a certificate of authority to the company, shall be made by the
submission of the proposed amendment by the incorporators to a vote of the
subscribers in the same manner as provided in subsection (2) for submission
to shareholders. The proposed amendment in such cases shall be adopted upon
receiving the affirmative vote of all subscribers. If such company has no
subscribers the proposed amendment shall be adopted by the written consent
of all the incorporators.
(4) Upon the adoption of the amendment to the articles of incorporation,
the restated articles of incorporation shall be executed in duplicate
by the company by its president or
vice-president and its secretary or assistant secretary, or officers
corresponding thereto, and the corporate seal shall be thereunto affixed.
(5) There shall be delivered to the Director duplicate originals of the
restated articles of incorporation and an
affidavit of the secretary or assistant
secretary of the company, setting forth the facts showing that the
requirements of this Section have been complied with.
(Source: P.A. 84-502.)
(215 ILCS 5/30) (from Ch. 73, par. 642)
(Section scheduled to be repealed on January 1, 2027)
Sec. 30. 
		Approval of amendment. 
		The restated articles of incorporation and
the other documents so delivered to the Director may be approved or
disapproved by the Director in the same manner as original articles of
incorporation. If said restated articles of incorporation be approved by
the Director, he shall place on file in his office all the documents so
delivered to him, except one of the duplicate originals of the restated
articles of incorporation, and shall
endorse upon such duplicate original his approval thereof and the month,
day and year of such approval and deliver it to the company. The restated
articles shall be effective as of the date of the approval thereof by the Director.
(Source: P.A. 84-1431.)
(215 ILCS 5/31) (from Ch. 73, par. 643)
(Section scheduled to be repealed on January 1, 2027)
Sec. 31. 
		Recording restated articles of incorporation. 
		The duplicate
original of the
restated articles of incorporation returned by the Director shall be filed
for record, within 15 days after it is delivered to the company, in the
office of the recorder of the county where the principal office of the company
is located.
(Source: P.A. 84-1431.)
(215 ILCS 5/32) (from Ch. 73, par. 644)
(Section scheduled to be repealed on January 1, 2027)
Sec. 32. 
		Increase in capital.
(1) Any company subject to this Article may increase its paid-up
capital either by issuing additional shares not to exceed the number of
authorized shares as set forth in its Articles or by increasing the par
value of its shares. No company shall issue additional shares nor increase
the par value of its shares without first procuring from the Director a
permit so to do, which permit shall expire one year from its date.
If the proposed increase in capital is part of a series of transactions that
includes subsequent transactions that will be subject to Article VIII 1/2, the
company shall provide the Director all of the information called for in Article
VIII 1/2 prior to the Director's issuance of a permit.  The Director may
decline to issue a permit if the Director is not satisfied that the proposed
series of transactions satisfies the standards established in Article VIII
1/2.
The Director, upon compliance by the company with the applicable
provisions of this Code, and such reasonable regulations relating to the
offering, issuance, subscription or sale of or for shares as may be
promulgated by the Director to the end that no inequity, fraud or deceit
may be worked or tend to be worked upon prospective subscribers to,
recipients or purchasers of shares or present holders thereof, shall issue
a permit to the company to issue additional shares upon receipt of a copy
of a resolution by the Board of Directors authorizing the issuance of such
shares.
If preferred shares having a right of conversion to common shares are to be
issued, the terms and conditions on which the shares may be converted shall be
provided to the Director before a permit may be issued pursuant to this
Section.
In the case of shares to be issued for sale, the permit shall authorize
the company to solicit subscriptions to such shares on a form of
subscription agreement which shall have been submitted to and approved by
the Director.
All of the provisions of this Code relative to the filing, terms and
effect of subscription agreements, payment for shares, the limitations of
expenses, filing of bonds except that no bonds shall be required when a
company issues stock to its sole shareholder, deposit of proceeds of
shares, return of funds
in the event the payment for all of the additional shares is not completed,
and qualification or registration shall apply to the same extent and effect
as if the additional shares were shares representing the original capital
of a company being organized under this Article, except that no
organization bond with regard to costs incurred in connection with
liquidation or dissolution shall be required, and if the subscription
agreement provides for payment in installments, such installments shall not
extend beyond one year from date of the permit of the Director.
If shares are to be issued as a stock dividend, or if the par value of
shares is to be increased, the permit shall authorize the company to pay
for such additional shares or increase in par value by transferring the
requisite amount of surplus to paid-up capital provided, however, no
transfer of such surplus shall be made which will reduce the remaining
surplus to less than the surplus required by Section 13. In the case of
an increase in par value, the
company may require each shareholder to surrender his or her certificate
and to
accept in lieu thereof a new certificate conforming to such increase in par
value.
No more than one permit of the types under this Section may be
outstanding in the name of any company at any time.
(2) When the Director is notified that the additional shares proposed to
be issued have, or that the increase in par value has, been fully paid, and
that all of the requirements of the permit have been satisfied, he or she
shall
make an examination of the company and if he or she finds that the
provisions of
this Section have been complied with, he or she shall issue a certificate
of
paid-up capital to that effect which shall be filed with the recorder of
the county in which the principal office of the company is located
within 15 days from the date of said certificate. Upon the issuance of such
certificate, the company may withdraw the proceeds of the sale, if any, of
its shares and the bond, conditioned upon the full and complete accounting
by the company for the proceeds of any such sale of shares, shall terminate
or the cash deposited with the Director in lieu of such bond shall be
returned.
(3) If the Director finds that any company has failed to comply with, or
has violated any provision of the Code or any regulation promulgated under
subsection (1), he or she may, in addition to and notwithstanding any other
procedure, remedy or penalty provided under the laws of this State, after
notice and hearing, revoke the permit issued to it under subsection (1).
(Source: P.A. 90-381, eff. 8-14-97.)
(215 ILCS 5/32.1) (from Ch. 73, par. 644.1)
(Section scheduled to be repealed on January 1, 2027)
Sec. 32.1. 
		Stock option plans. 
		A company subject to this Article which has done business in Illinois
for 3 or more years and which has adopted a stock option plan shall
submit that plan to the Director. Unless the Director finds that such
stock option plan creates an inequity, fraud, or deception upon
shareholders of the company, the Director shall approve such plan and
issue a permit to the company authorizing the issuance of such shares of
stock as optionees under the plan are entitled from time to time to
acquire by the exercise of their options, including an adjustment in the
number of shares to be issued as may at any time be appropriate due to
the increase or decrease in the number of shares resulting from any
share dividend, and subdivision or combination of shares, or any
reorganization, merger, consolidation, or other recapitalization or
change in the corporate structure or shares of the company. A stock
option plan is deemed prima facie as not creating any inequity, fraud,
or deception upon shareholders if it complies with applicable provisions
of the Internal Revenue Code in effect at the time of the adoption of
the plan and continues in compliance with those provisions or other new
provisions of the Internal Revenue Code as it hereafter may be amended;
provided, however, that the number of shares in respect to such plan
together with the number of shares in respect of which unexpired options
are outstanding or may be granted under any and all option plans of the
company shall in no event exceed 10% of the total shares outstanding.
The permit is effective with respect to all shares issued at any time to
optionees under the plan. After receipt of the permit and upon receipt
by the company of the full purchase price for any shares to be issued to
any optionee, the company may issue such shares to any such optionee
without further authorization from the Director. If a plan approved by
the Director is amended, no shares may be issued under the plan as
amended until the amendment, or the plan as amended, has been approved
by the Director. Upon such approval, the permit previously issued shall
be deemed to authorize the issuance of shares under the plan as amended.
A permit or permits to issue shares under this Section may be
outstanding in addition to any outstanding permit to issue shares for
any other purpose.
On or before the 25th day of each month a company which issued shares
during the preceding month under this Section shall provide the Director
with the following information and affidavit:
(1) a list of the names of the individuals to whom     were issued shares during the preceding month under the stock option plan;
(2) the number of shares and a description of the     shares issued to each individual;
(3) the date of each issue;
(4) the price per share and total price paid by each     said individual; and
(5) an affidavit signed by either the president, a     vice president, the secretary, or the treasurer of the company under oath averring that the dollar consideration due from each such individual was actually received by the company before the issuance of those shares. Such information and affidavit shall be accompanied by the company's request for a certificate of paid-up capital.
After receiving the information and affidavit and satisfying himself
as to the accuracy thereof, the Director shall issue a certificate of
paid-up capital which shall be recorded by the company with the recorder
of the county in which the principal office of the company is
located, within 15 days from the date of the issuance of the
certificate. No bond or cash deposit with the Director is required with
respect to shares issued under this Section.
(Source: P.A. 83-358.)
(215 ILCS 5/33) (from Ch. 73, par. 645)
(Section scheduled to be repealed on January 1, 2027)
Sec. 33. 
		Decrease of
capital.
(1) When articles of amendment providing for a decrease of capital or a
decrease in the par value of shares, or both, become effective, each issued
share of the company shall thereupon be changed into and be a fractional
part of a share, or a share having a reduced par value, or both, as
provided by such amendment, and the holders of shares issued before the
amendment shall thereupon cease to be holders of such shares and shall be
and become holders of the shares authorized by the amendment upon the basis
specified in the amendment, whether or not certificates representing the
shares authorized by the amendment are then issued and delivered. The
company may require each shareholder to surrender his or her certificate
and
accept in lieu thereof a new certificate conforming to such decrease.
(2) No distribution of the assets of the company shall be made to the
shareholders upon any decrease of capital which shall reduce its surplus to
less than the surplus required by this Code for the kind
or kinds of business authorized to be transacted by the company.
(3) If the proposed articles of amendment providing for a decrease of
capital or a decrease in the par value of shares, or both, is part of a series
of transactions that includes subsequent transactions that will be subject to
Article VIII 1/2, the company shall provide the Director all of the information
called for in Article VIII 1/2 prior to the Director's approval.  The Director
may decline to approve if the Director is not satisfied that the proposed
series of transactions satisfies the standards established in Article VIII
1/2.
(Source: P.A. 90-381, eff. 8-14-97.)
(215 ILCS 5/34) (from Ch. 73, par. 646)
(Section scheduled to be repealed on January 1, 2027)
Sec. 34. 
		Procedure
when insufficient assets possessed by company.
(1) Whenever the Director finds that the admitted assets of any company
subject to the provisions of this Article are less than its capital,
minimum required surplus and all liabilities, he or she must give written
notice
to the company of the amount of the impairment and require that the
impairment be removed within such period, which must be not less than 30
nor more than 90 days from the date of the notice, as he or she may
designate.
Unless otherwise allowed by the Director, the
company must discontinue the issuance of new and renewal policies while the
impairment exists.
(2) Upon the receipt of the notice from the Director, the board of
directors of the company must cause the impairment to be removed and call
upon its shareholders ratably for the necessary amount to remove the
impairment, or, by proper action, reduce its capital to meet the impairment
providing the reduced capital is not less than the minimum requirements
fixed by this Code or by other means remove the impairment. If the
impairment is not removed within the period of time designated, the
Director may order the board of directors to call upon its shareholders
ratably. If a shareholder of the company refuses or
neglects to
pay the amount so called for after notice, given personally or by
mail, by
a date stated in the notice not less than 15 days from the date of such
notice, the Director may order the board of directors to declare, by
resolution, the shares of
such person cancelled, and in lieu thereof may issue new certificates for
shares and dispose of the same at the best price obtainable not less than
par. If the amount received for such new certificates for shares exceeds
the amount required to be paid by such shareholder, the excess must be paid
to the shareholder so refusing to pay his or her ratable share of the
impairment.
Nothing contained in this subsection may be construed to impose any
liability on any shareholder as a result of any call, enforceable in any
manner other than through a sale of his or her shares as provided in this
subsection.
(3) If the impairment is not removed within the period specified in the
Director's notice, the company shall be deemed insolvent and the Director
shall proceed against the company in accordance with Article XIII.
(4) If while the impairment exists any officer or director of the
company knowingly renews, issues or delivers or causes to be renewed,
issued or delivered any policy, contract or certificate of insurance unless
allowed by the Director, and the fact of such impairment is known to the
officer or director of the company, such
officer or director shall be guilty of a business offense and may be fined
not less than $200 and not more than $5,000 for each offense.
(5) Nothing in this Section prohibits, while such impairment exists, any
such officer, director, trustee, agent or employee from issuing or renewing
a policy of insurance when an insured or owner exercises an option granted
to him or her under an existing policy to obtain new, renewed or converted
insurance coverage.
(Source: P.A. 90-381, eff. 8-14-97.)
(215 ILCS 5/34.1) (from Ch. 73, par. 646.1)
(Section scheduled to be repealed on January 1, 2027)
Sec. 34.1. 
		Subordinated indebtedness. 
		
		A company organized under this Article may borrow or assume a liability
for the repayment of a sum of money under a written agreement. The loan
or advance shall bear interest either (1) at a fixed rate not exceeding
the corporate base rate as reported by the largest bank (measured by assets)
with its head office located in Chicago, Illinois, in effect on the first
business day of the month in which the loan document is executed, plus 3% per
annum or (2) at a variable rate equal to the corporate base rate determined on
the first business day of each month during the term of the loan plus 2% per
annum.  In no event shall the variable interest rate for any month exceed the
initial rate for the loan or advance by more than 10% per annum.  The insurer
shall elect at the time of execution of the loan or advance agreement whether
the interest rate is to be fixed or floating for the term of the agreement.
The loan and interest shall be repaid only out of surplus of the company in
excess of the minimum surplus as is stipulated in and by the agreement. The
agreement shall first be submitted to and approved by not less than a majority
of the voting shares of the company and the Director. Repayment of principal or
payment of interest may be made only with the approval of the Director when he
is satisfied that the financial condition of the company warrants that action,
but approval may not be withheld if the company shall have and submit
satisfactory evidence of surplus of not less than the amount stipulated in the
repayment of principal or interest payment clause of the agreement. No loan or
advance made under this Section or interest accruing thereon shall form a part
of the legal liabilities of the company until authorized for payment by the
Director but until that authorization all statements published by the company
or filed with the Director shall show the amount thereof then remaining unpaid
as a special surplus account.  Subject to approval of the Director, the
interest rate on all subordinated surplus debentures existing on the effective
date of this amendatory Act of 1991 can be amended to the rate as permitted in
this Section with the mutual agreement of the company and the subordinated
surplus debenture holder. Nothing in this Section shall be construed to mean
that a company may not otherwise borrow money, but the amount so borrowed with
accrued interest thereon shall be carried by the company as a liability.
(Source: P.A. 87-777; 87-1090.)
(215 ILCS 5/35) (from Ch. 73, par. 647)
(Section scheduled to be repealed on January 1, 2027)
Sec. 35. 
		Stock companies may become mutuals.
(1) Any domestic stock company may become a mutual company by
complying with the provisions of this Section.
(2) The board of directors shall adopt a mutualization plan and
amended articles of incorporation, which articles shall conform to the
articles required by this Code of a mutual company authorized to
transact the kind or kinds of insurance stated in the articles. The
mutualization plan and amended articles of incorporation shall be
executed in duplicate by the company by its president or vice-president
and its secretary or assistant secretary, or officers corresponding
thereto, and shall be delivered to the Director. The plan and amended
articles of incorporation delivered to the Director may be approved or
disapproved by him in the same manner as original articles of
incorporation. If the Director does not approve the plan and amended
articles, he or she shall notify the company in writing of the reasons for such
disapproval and if requested so to do, shall grant the company a
hearing.
(3) If the plan and amended articles of incorporation be approved
by the Director he or she shall place on file in his or her office one of the
duplicate copies of each of the documents, shall endorse upon the other
duplicate copies his approval thereof, and the month, day and year of
such approval, and deliver the same to the company.
(4) The plan and amended articles of incorporation shall thereupon
be submitted to and be approved by the shareholders in the same manner
as is required for the submission and approval of amendments to articles
of incorporation.
(5) After approval by the shareholders, a written or printed notice
setting forth a copy of the plan and amended articles of
incorporation, or a summary of the same, and stating the time and place
of the special meeting at which they will be considered, and the manner
of voting, shall be mailed to each policyholder of the company at least
thirty days before the date set for such meeting. In a life insurance
company each policyholder shall have one vote for each $1,000 of insurance
which on the day of the meeting has been in force
for one year or longer. In a company other than life, each policyholder
shall be entitled to one vote for each policy in force on the day of the
meeting, and upon which the premium has been paid at the time of the
meeting. A policyholder may vote in person, by proxy or by mail. The
election shall be under the supervision of not less than 3 nor more
than 5 inspectors who shall be appointed by the Director. Such
inspectors shall pass upon the qualifications of the voters, the
validity of the ballots, shall canvass the vote and certify the result
of such vote to the Director and to the company. If 2/3 of the
votes cast at the meeting are in favor of the adoption of the plan, the
said plan shall become effective. All necessary expenses incurred by the
Director or by the inspectors in connection with the vote shall be
certified to by the Director and paid by the company.
(6) The plan may provide for the acquisition by the company of
its own shares, by purchase, by gift or otherwise in the manner provided
therein. Any shares so acquired shall be held in trust for the company
and shall be assigned and transferred on the books of the company to
three individual trustees or to any trust company authorized under the
laws of this State to do a trust business, to be chosen or approved by a
majority vote of those policyholders who vote at the meeting referred to
in subsection (5) of this Section, and such trustee or trustees shall
vote the shares held by them or by it at any company meeting. Each such
trustee shall file with the company a verified acceptance of his, hers or its
appointment and a declaration that he or it will faithfully discharge
his, hers or its duties as such trustee. Any dividends or other sums acquired
or accruing to the trustees upon shares coming within their trusteeship
shall upon the termination of the trust be delivered to the company.
(7) If a shareholder of the company shall file with such company,
prior to or at the meeting of shareholders at which the plan of
mutualization is submitted to a vote, a written objection to such plan
and shall not vote in favor thereof, and such shareholder within 20
days after the plan is approved by such meeting shall make written
demand on the company for payment of the fair value of his shares as of
the day prior to the date on which such plan is approved by the
shareholders, such shareholder shall be entitled to receive prior to the
completion of the plan, upon surrender of his certificate or
certificates representing said shares, such fair value thereof. Any
shareholder who fails to make such objection or having objected fails to
make demand within the 20 day period shall be conclusively presumed
to have consented to the said plan and shall be bound by the terms
thereof.
(8) If within 30 days after the date of the written demand
mentioned in subsection (7), the value of such shares is agreed upon
between the dissenting shareholder, the company and the Director,
payment therefor shall be made within 90 days after the date of such
agreement upon the surrender of his or her certificate or certificates
representing the shares. Upon payment of the agreed value the
dissenting shareholder shall cease to have any interest in such shares
and cease to be a shareholder in the company.
(9) If, within such period of 30 days, the shareholder and the
company do not so agree, then the dissenting shareholder may within 60
days after the expiration of the 30 day period, petition the
Circuit Court of the county in which the principal office of
the company is located, to appraise the value of such shares as of the
date of the day prior to the date on which such vote was taken approving
such plan. A copy of the petition shall be delivered or mailed by
registered mail to the Director within 5 days after the filing
thereof and proof of such delivery or mailing shall be filed with the
court. The Director shall have the right to appear through the Attorney
General and be heard upon all questions and issues in the proceeding.
The practice, procedure, and judgment shall be, so far as practicable,
the same as that under the eminent domain laws of this State.
(10) The judgment shall be payable only upon and simultaneously with
the surrender to the company of the certificate or certificates
representing the shares. Upon the payment of the judgment the
dissenting shareholder shall cease to have any interest in such shares,
and cease to be a shareholder in the company. Unless the dissenting
shareholder shall file such petition within the time herein limited,
such shareholder and all persons claiming under him or her shall be
conclusively presumed to have approved and ratified the mutualization
plan, and shall be bound by the terms thereof. The right of a dissenting
shareholder to be paid the fair value of his shares as herein provided
shall cease if and when the company shall abandon the mutualization
plan.
(11) When all the shares of the Company have been acquired and
cancelled in conformity with the plan and this Section, the Director
shall issue a certificate to that effect, and the amended articles of
incorporation shall thereupon become effective and the company shall
thenceforth be a mutual company.
(12) The certificate mentioned in subsection (11) together with the
duplicate original of the amended articles of incorporation theretofore
approved by the Director shall be filed for record in the office of the
recorder where the principal office of the company is located,
within 15 days from the date of such certificate.
(Source: P.A. 83-358.)
(215 ILCS 5/35.1) (from Ch. 73, par. 647.1)
(Section scheduled to be repealed on January 1, 2027)
Sec. 35.1. 
		Par
value of stock. 
		No company organized after August 10, 1961 under this Article shall
issue any shares of stock having a par value of less than $1.00 per share.
No company organized under this article whose stock has a par value of
$1.00 or more per share, or after August 10, 1961, whose stock shall be
increased to $1.00 or more per share, shall decrease the par value of its
stock to less than $1.00 per share; and after October 1, 1963, no such
company whose stock has a par value of less than $1.00 per share shall
decrease the par value below the value fixed for it on October 1, 1963. The
restrictions of this Section shall not apply to a decrease in par value
because of any reduction of capital under subsection (2) of Section 34.
(Source: Laws 1963, p. 2765.)