2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 105/ - General Not For Profit Corporation Act of 1986. › Article 8 - Directors And Officers

(805 ILCS 105/Art. 8 heading)
ARTICLE 8.  
		DIRECTORS AND OFFICERS
(805 ILCS 105/108.05) (from Ch. 32, par. 108.05)
Sec. 108.05. Board of directors.
(a) Each corporation shall have a board of directors, and except as
provided in articles of incorporation, the affairs of the
corporation shall be managed by or under the direction of the board of
directors.
(b)  A director need not be a resident of this State or a member
of the corporation unless the articles of incorporation or bylaws so
prescribe.  The articles of incorporation or the bylaws may prescribe other
qualifications for directors.
(c) Unless otherwise provided in the articles of incorporation or
bylaws, the board of directors, by the affirmative vote of a majority of
the directors then in office, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise, notwithstanding the provisions of Section 108.60 of
this Act.
(d) No director may act by proxy on any matter.
(Source: P.A. 95-368, eff. 8-23-07; 96-649, eff. 1-1-10.)
(805 ILCS 105/108.10) (from Ch. 32, par. 108.10)
Sec. 108.10. Number, election and resignation of
directors.
(a)  The board of directors of a
corporation shall consist of three or more directors.  The
number of directors shall be fixed by the bylaws, except
the number of initial directors shall be fixed by the
incorporators in the articles of incorporation.  In the
absence of a bylaw fixing the number of directors, the
number shall be the same as that fixed in the articles of
incorporation.  The number of directors may be increased or
decreased from time to time by amendment to the bylaws.
(b) The bylaws may establish a variable range for the size
of the board by prescribing a minimum and maximum (which may
not be less than 3 or exceed the minimum by more than 5) number of
directors.  If a variable range is established, unless the
bylaws otherwise provide, the number of directors may be
fixed or changed from time to time, within the minimum and
maximum, by the directors without further amendment to the
bylaws.
(c) The terms of all directors expire at the next meeting
for the election of directors following their election
unless their terms are staggered under subsection (e).  The
term of a director elected to fill a vacancy expires at the
next annual meeting of the members entitled to vote at which
his or her predecessor's term would have expired or in
accordance with Section 108.30 of this Act.  The term of a
director elected as a result of an increase in the number of
directors expires at the next annual meeting of members
entitled to vote unless the term is staggered under
subsection (e).
(d) Despite the expiration of a director's term, he or she
continues to serve until the next meeting of members or directors
entitled to vote on directors at which directors are
elected. An amendment to the bylaws decreasing the number of directors or eliminating the position of a director elected or appointed by persons or entities other than the members may shorten the terms of incumbent directors; provided, however, such amendment has been approved by the party with the authority to elect or appoint such directors.
(e) The articles of incorporation or the bylaws may
provide that directors may be divided into classes and the
terms of office of several classes need not be uniform.
Each director shall hold office for the term for which he is
elected and until his successor shall have been elected and
qualified.
(f) If the articles of incorporation or bylaws authorize
dividing the members into classes, the articles or bylaws may also
authorize the election of all or a specified number or
percentage of directors by one or more authorized classes of
members.
(g) A director may resign at any time by written notice
delivered to the board of directors, its chairman, or to the
president or secretary of the corporation.  A resignation is
effective when the notice is delivered unless the notice
specifies a future date.  The pending vacancy may be filled
before the effective date, but the successor shall not take
office until the effective date.
(Source: P.A. 96-649, eff. 1-1-10.)
(805 ILCS 105/108.15) (from Ch. 32, par. 108.15)
Sec. 108.15. 
		Quorum of directors. 
		(a)  Unless otherwise
provided in the articles of incorporation or the bylaws, a
majority of the directors then in office shall constitute a
quorum; provided, that in no event shall a quorum consist of
less than one-third of the directors then in office.
(b) The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the
board of directors, unless the act of a greater number is
required by the articles of incorporation or the bylaws.
(c) Unless specifically prohibited by the articles of
incorporation or bylaws, directors or nondirector
committee members 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
communicate with each other.  Participation in such meeting
shall constitute attendance and presence in person at the
meeting of the person or persons so participating.
(Source: P.A. 84-1423.)
(805 ILCS 105/108.20) (from Ch. 32, par. 108.20)
Sec. 108.20. 
		Place of directors' meetings. 
		Regular or
special meetings of the board of directors may be held
either within or without this State.
(Source: P.A. 84-1423.)
(805 ILCS 105/108.21) (from Ch. 32, par. 108.21)
Sec. 108.21. Meetings of the board of directors of a not-for-profit homeowners association or residential
cooperative not-for-profit corporation 
shall be open to any member, except for the portion of any meeting held (i) to
discuss litigation when an action against or on behalf of the
corporation has been filed and is pending in a court or administrative
tribunal, or when the board of directors finds that such an action is
probable or imminent, (ii) to consider information regarding appointment,
employment or dismissal of an employee, or (iii) to discuss violations of
rules and regulations of the corporation.
Any member
may record by tape, film or other means the proceedings at such meetings or
portions thereof required to be
open by this Section. The board may prescribe
reasonable rules and regulations to govern the right to make such
recordings. Notice of such meetings shall be mailed or delivered at
least 48 hours prior thereto, unless a written waiver of such notice is
signed by the person or persons entitled to such notice pursuant to the
articles of incorporation, bylaws, other instrument
before the meeting is convened. Copies
of notices of meetings of the board of directors shall be posted in
entranceways, elevators, or other conspicuous places at least 48 hours prior to the meeting of the board of
directors. If there is no common entranceway for 7 or more
units, the board of directors may designate one or more locations in
the proximity of such units where the notices of meetings shall be posted.
For purposes of this Section, "meeting of the board of directors" means any
gathering of a quorum of the members of the board of directors held for the purpose of discussing business of the
homeowners association or cooperative.
The provisions of this Section shall apply to any homeowners association or residential cooperative

situated in the State of Illinois regardless of where
it may be incorporated.
(Source: P.A. 94-1099, eff. 2-2-07.)
(805 ILCS 105/108.25) (from Ch. 32, par. 108.25)
Sec. 108.25. 
		Notice of directors' meetings. 
		Meetings of
the board of directors shall be held upon such notice as the
bylaws may prescribe.  Attendance of a director at any
meeting shall constitute a waiver of notice of such meeting
except where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Unless provided otherwise in the articles of incorporation
or the bylaws, 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, except that no special meeting of
directors may remove a director under Section 108.35(b) of
this Act unless written notice of the proposed removal is
delivered to all directors at least twenty days prior to
such meeting.
(Source: P.A. 84-1423.)
(805 ILCS 105/108.30) (from Ch. 32, par. 108.30)
Sec. 108.30. 
		Vacancies. 
		Any vacancy occurring in the
board of directors and any directorship to be filled by
reason of an increase in the number of directors may be
filled by the board of directors unless the articles of
incorporation or the bylaws provide that a vacancy or
directorship so created shall be filled in some other
manner, in which case such provision shall control.  A
director elected or appointed, as the case may be, to fill a
vacancy shall be elected or appointed for the unexpired term
of his or her predecessor in office.
(Source: P.A. 84-1423.)
(805 ILCS 105/108.35) (from Ch. 32, par. 108.35)
Sec. 108.35. Removal of directors.
(a)  One or more of
the directors may be removed, with or without cause.  In the
case of a corporation having a board of directors which is
classified in accordance with subsection 108.10(e) of this
Act, the articles of incorporation or bylaws may provide that such directors may only be removed for cause.
(b) In the case of a corporation with no members or with no
members entitled to vote on directors, a director may be
removed by the affirmative vote of a majority of the
directors then in office present and voting at a meeting of
the board of directors at which a quorum is present.
(c) In the case of a corporation with members entitled to
vote for directors, no director may be removed, except as
follows:
(1) A director may be removed by the affirmative vote     of two-thirds of the votes present and voted, either in person or by proxy.
(2) No director shall be removed at a meeting of     members entitled to vote unless the written notice of such meeting is delivered to all members entitled to vote on removal of directors.  Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice.  Only the named director or directors may be removed at such meeting.
(3) In the case of a corporation having cumulative     voting, if less than the entire board is to be removed, no director may be removed, with or without cause, if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors.
(4) If a director is elected by a class of voting     members entitled to vote, directors or other electors, that director may be removed only by the same class of members entitled to vote, directors or electors which elected the director.
(d) The provisions of subsections (a), (b) and (c) shall
not preclude the Circuit Court
from removing a
director of the corporation from office in a proceeding
commenced either by the corporation or by members entitled
to vote holding at least 10 percent of the outstanding votes
of any class if the court finds (1) the director is engaged
in fraudulent or dishonest conduct or has grossly abused his
or her position to the detriment of the corporation, and (2)
removal is in the best interest of the corporation.  If the
court removes a director, it may bar the director from
reelection for a period prescribed by the court.  If such a
proceeding is commenced by a member entitled to vote, such
member shall make the corporation a party defendant.
(Source: P.A. 96-649, eff. 1-1-10.)
(805 ILCS 105/108.40) (from Ch. 32, par. 108.40)
Sec. 108.40. 
		Committees.
(a) If the articles of
incorporation or bylaws so provide, a majority of the
directors may create one or more committees and appoint
directors or such other persons as the board designates, to
serve on the committee or committees.  Each committee shall
have two or more directors, a majority of its membership
shall be directors, and all committee members shall serve at
the pleasure of the board. However, committees appointed by the board or
otherwise authorized by the bylaws relating to the
election, nomination, qualification, or credentials of directors or other
committees involved in the process of electing directors may be composed
entirely of non-directors.
(b) Unless the appointment by the board of directors
requires a greater number, a majority of any committee shall
constitute a quorum, and a majority of committee members
present and voting at a meeting at which a quorum is present
is necessary for committee action.  A committee may act by
unanimous consent in writing without a meeting and, subject
to the provisions of the bylaws or action by the board of
directors, the committee by majority vote of its members
shall determine the time and place of meetings and the
notice required therefor.
(c) To the extent specified by the board of directors or in
the articles of incorporation or bylaws, each committee may
exercise the authority of the board of directors under
Section 108.05 of this Act; provided, however, a committee
may not:
(1) Adopt a plan for the distribution of the assets     of the corporation, or for dissolution;
(2) Approve or recommend to members any act this Act     requires to be approved by members, except that committees appointed by the board or otherwise authorized by the bylaws relating to the election, nomination, qualification, or credentials of directors or other committees involved in the process of electing directors may make recommendations to the members relating to electing directors;
(3) Fill vacancies on the board or on any of its     committees;
(4) Elect, appoint or remove any officer or director     or member of any committee, or fix the compensation of any member of a committee;
(5) Adopt, amend, or repeal the bylaws or the     articles of incorporation;
(6) Adopt a plan of merger or adopt a plan of     consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the corporation; or
(7) Amend, alter, repeal or take action inconsistent     with any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.
(d) The board of directors may create and appoint persons
to a commission, advisory body or other such body which may
or may not have directors as members, which body may not act
on behalf of the corporation or bind it to any action but
may make recommendations to the board of directors or to the
officers.
(Source: P.A. 90-188, eff. 7-24-97.)
(805 ILCS 105/108.45) (from Ch. 32, par. 108.45)
Sec. 108.45. Informal action by directors.
(a)  Unless
specifically prohibited by the articles of incorporation or
bylaws, any action required by this Act to be taken at a
meeting of the board of directors of a corporation, or any
other action which may be taken at a meeting of the board of
directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so
taken, shall be approved in writing by all of the directors and all of
any nondirector committee members entitled to vote with
respect to the subject matter thereof, or by all the members
of such committee, as the case may be.
(b) The consent shall be evidenced by one or more written
approvals, each of which sets forth the action taken and provides a written record of approval.  All the approvals evidencing the consent shall be
delivered to the secretary to be filed in the corporate
records.  The action taken shall be effective when all the
directors or the committee members, as the case may be, have
approved the consent unless the consent specifies a
different effective date.
(c) Any such consent approved in writing by all the directors or all the
committee members, as the case may be, shall have the same
effect as a unanimous vote and may be stated as such in any
document filed with the Secretary of State under this Act.
(Source: P.A. 96-649, eff. 1-1-10; 96-994, eff. 7-2-10.)
(805 ILCS 105/108.50) (from Ch. 32, par. 108.50)
Sec. 108.50. 
		Officers. 
		(a)  A corporation shall have
such officers as shall be provided in the bylaws.  Officers
and assistant officers and agents as may be deemed necessary
may be elected or appointed by the board of directors or
chosen in such other manner as may be prescribed by the bylaws.
  If the bylaws so provide, any two or more offices
may be held by the same person.  One officer, in this Act
generally referred to as the secretary, shall have the
authority to certify the bylaws, resolutions of the members
and board of directors and committees thereof, and other
documents of the corporation as true and correct copies
thereof.
(b) All officers and agents of the corporation, as between
themselves and the corporation, shall have such express
authority and perform such duties in the management of the
property and affairs of the corporation as may be provided
in the bylaws, or as may be determined by resolution of the
board of directors not inconsistent with the bylaws and
such implied authority as recognized by the common law from
time to time.
(c) The articles of incorporation or the bylaws may
provide that any one or more officers of the corporation or
any other person holding a particular office outside the
corporation shall be a director or directors while he or she
holds that office.  Unless the articles of incorporation or
the bylaws provide otherwise, such director or directors
shall have the same rights, duties and responsibilities as
other directors.
(Source: P.A. 84-1423.)
(805 ILCS 105/108.55) (from Ch. 32, par. 108.55)
Sec. 108.55. 
		Removal of Officers. 
		Any officer or agent
may be removed by the board of directors or other persons
authorized to elect or appoint such officer or agent but
such removal shall be without prejudice to the contract
rights, if any, of the person so removed.  Election or
appointment of an officer or agent shall not of itself
create any contract rights.
(Source: P.A. 84-1423.)
(805 ILCS 105/108.60) (from Ch. 32, par. 108.60)
Sec. 108.60. Director conflict of interest.
(a)  If a
transaction is fair to a corporation at the time it is
authorized, approved, or ratified, the fact that a director
of the corporation is directly or indirectly a party to the
transaction is not grounds for invalidating the transaction.
(b) In a proceeding contesting the validity of a
transaction described in subsection (a), the person
asserting validity has the burden of proving fairness
unless:
(1) The material facts of the transaction and the     director's interest or relationship were disclosed or known to the board of directors or a committee consisting entirely of directors and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum; or
(2) The material facts of the transaction and the     director's interest or relationship were disclosed or known to the members entitled to vote, if any, and they authorized, approved or ratified the transaction without counting the vote of any member who is an interested director.
(c) The presence of the director, who is directly or
indirectly a party to the transaction described in
subsection (a), or a director who is otherwise not
disinterested, may be counted in determining whether a
quorum is present but may not be counted when the board of
directors or a committee of the board takes action on the
transaction.
(d) For purposes of this Section, a director is
"indirectly" a party to a transaction if the other party to
the transaction is an entity in which the director has a
material financial interest or of which the director is an
officer, director or general partner; except that if a director is an officer or director of both parties to a transaction involving a grant or contribution, without consideration, from one entity to the other, that director is not "indirectly" a party to the transaction provided the director does not have a material financial interest in the entity that receives the grant or contribution.
(e) (Blank).
(Source: P.A. 96-649, eff. 1-1-10; 96-994, eff. 7-2-10.)
(805 ILCS 105/108.65) (from Ch. 32, par. 108.65)
Sec. 108.65. Liability of directors in certain cases.
(a)  In addition to any other liabilities imposed by law
upon directors of a corporation, they are liable as follows:
(1) The directors of a corporation who vote for or     assent to any distribution not authorized by Section 109.10 or Article 12 of this Act shall be jointly and severally liable to the corporation for the amount of such distribution.
(2) If a dissolved corporation shall proceed to bar     any known claims against it under Section 112.75 of this Act, the directors of such corporation who fail to take reasonable steps to cause the notice required by Section 112.75 of this Act to be given to any known creditor of such corporation shall be jointly and severally liable to such creditor for all loss and damage occasioned thereby.
(3) Unless dissolution is subsequently revoked     pursuant to Section 112.25 of this Act, the directors of a corporation that conducts its affairs after the filing by the Secretary of State of articles of dissolution with respect to a voluntary dissolution authorized as provided by this Act, otherwise than as  necessary or appropriate to wind up and liquidate its affairs, shall be jointly and severally liable to the creditors of such corporation for all debts and liabilities of the corporation incurred in so conducting its affairs. Directors of a corporation that conducts its affairs during a period of administrative dissolution shall not be liable under this paragraph (a)(3) if the Secretary of State subsequently files an application for reinstatement under subsection (c) of  Section 112.45, which reinstatement shall have the effect described in subsection (d) of Section 112.45.
(b) A director of a corporation who is present at a meeting
of its board of directors at which action on any corporate
matter is taken is conclusively presumed to have assented to
the action taken unless his or her dissent or abstention is
entered in the minutes of the meeting or unless he or she
files his or her written dissent or abstention to such
action with the person acting as the secretary of the
meeting before the adjournment thereof or forwards such
dissent or abstention by registered or certified mail to the
secretary of the corporation immediately after the
adjournment of the meeting.  Such right to dissent or
abstain does not apply to a director who voted in favor of
such action.
(c) A director shall not be liable for a distribution of
assets to any person in excess of the amount authorized by
Section 109.10 or Article 12 of this Act if he or she relied
and acted in good faith upon a balance sheet and profit and
loss statement of the corporation represented to him or her
to be correct by the president or the officer of such
corporation having charge of its books of account, or
certified by an independent public or certified public
accountant or firm of such accountants to fairly reflect the
financial condition of such corporation, nor shall he or she
be so liable if in good faith in determining the amount
available for any such distribution he or she considered the
assets to be of their book value.
(d) Any director against whom a claim is asserted under
this Section and who is held liable thereon, is entitled to
contribution from the other directors who are likewise
liable thereon.  Any director against whom a claim is
asserted for the improper distribution of assets of a
corporation, and who is held liable thereon, is entitled to
contribution from the persons who knowingly accepted or
received any such distribution in proportion to the amounts
received by them respectively.
(Source: P.A. 98-776, eff. 1-1-15.)
(805 ILCS 105/108.70) (from Ch. 32, par. 108.70)
Sec. 108.70. Limited Liability of directors, officers, board members,
and persons who serve without compensation.
(a) No director or officer serving without compensation, other than
reimbursement for actual expenses, of a corporation organized under this
Act or any predecessor Act and exempt, or qualified for exemption, from
taxation pursuant to Section 501(c) of the Internal Revenue Code of 1986,
as amended, shall be liable, and no cause of action may be brought, for
damages resulting from the exercise of judgment or discretion in connection
with the duties or responsibilities of such director or officer unless the
act or omission involved willful or wanton conduct.
(b) No director of a corporation organized under this Act
or any predecessor Act for the purposes identified in items (14), (19),
(21) and (22) of
subsection (a) of Section 103.05 of this Act, and exempt or qualified for
exemption from taxation pursuant to Section 501(c) of the Internal
Revenue Code of 1986, as amended, shall be liable, and no cause of action
may be brought for damages resulting from the exercise of judgment or
discretion in connection with the duties or responsibilities of such
director, unless: (1) such director earns in excess of $25,000 per year from
his duties as director, other than reimbursement for actual expenses; or
(2) the act or omission involved willful or wanton conduct.
(b-5) Except for willful and wanton conduct, no volunteer board member serving without compensation, other than reimbursement for actual expenses, of a corporation organized under this Act or any predecessor Act and exempt, or qualified for exemption, from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, shall be liable, and no action may be brought, for damages resulting from any action of the executive director concerning the  false reporting of or intentional tampering with financial records of the organization, where the actions of the executive director result in legal action.
This subsection (b-5) shall not apply to any action taken by the Attorney General (i) in the exercise of his or her common law or statutory power and duty to protect charitable assets or (ii) in the exercise of his or her authority to enforce the laws of this State that apply to trustees of a charity, as that term is defined in the Charitable Trust Act and the Solicitation for Charity Act.
(c) No person who, without compensation other than reimbursement for
actual expenses, renders service to or for a corporation organized under
this Act or any predecessor Act and exempt or qualified for exemption
from taxation pursuant to
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, shall
be liable, and no cause of action may be brought, for damages resulting
from an act or omission in rendering such services, unless the act or
omission involved willful or wanton conduct.
(d) (Blank).
(e) Nothing in this Section is intended to bar any cause of action
against the corporation or change the liability of the corporation arising
out of an act or omission of any director, officer or person exempt from
liability for negligence under this Section.
(Source: P.A. 95-342, eff. 1-1-08; 96-649, eff. 1-1-10.)
(805 ILCS 105/108.75) (from Ch. 32, par. 108.75)
Sec. 108.75. Indemnification of officers, directors,
employees and agents; insurance.
(a) A corporation 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 corporation) by reason of the fact that
he or she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, 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 corporation, 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 interests of the corporation 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 corporation 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 corporation 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 corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
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 corporation, 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 corporation, 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 indemnity
for such expenses as the court shall deem proper.
(c) To the extent that a present or former director, officer or
employee of a corporation 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, if that 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 corporation.
(d) Any indemnification under subsections (a), (b), or (c)
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case, upon a
determination that indemnification of the present or former 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), (b), or (c).  Such determination shall be made
with respect to a person who is a director or officer of the corporation at the time of the
determination: (1) by the majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, (2) by a committee of such
 directors, even though 
less than a quorum, designated by a majority vote of such directors, (3) if there are no such directors, or if such directors
so direct, by independent legal
counsel in a written opinion, or (4) by the members entitled
to vote, if any.
(e) Expenses (including attorney's fees) incurred by an officer or
director of the corporation in defending a civil or criminal
action, suit or proceeding may be paid by the corporation 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 such director or officer to repay
such amount, unless it shall ultimately be determined that
such person is entitled to be indemnified by the corporation
as authorized in this Section.
Such expenses (including attorney's fees) incurred by former directors and
officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid on such terms and
conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by or granted under the other subsections of this Section shall not
be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of members 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. A right to indemnification or to advancement of expenses arising under a provision of the articles
of incorporation or a by-law shall not be eliminated or impaired by an amendment to such
provision after the occurrence of the act or omission that is the subject of the civil, criminal,
administrative or investigative action, suit or proceeding for which indemnification or
advancement of expenses is sought, unless the provision in effect at the time of such act or
omission explicitly authorizes such elimination or impairment after such act or omission has
occurred.
(g) A corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer,
employee or agent of the corporation, or who is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
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 corporation
would have the power to indemnify such person against such
liability under the provisions of this Section.
(h) In the case of a corporation with members entitled to
vote, if a corporation indemnifies or advances
expenses under subsection (b) of this Section to a director or
officer, the corporation shall report the indemnification
or advance in writing to the members entitled to vote with
or before the notice of the next meeting of the members
entitled to vote.
(i) For purposes of this Section, references to "the
corporation" shall include, in addition to the surviving
corporation, any merging corporation (including any
corporation having merged with a merging corporation)
absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to
indemnify its directors, officers, employees or agents, so
that any person who was a director, officer, employee or
agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect
to the surviving corporation as such person would have with
respect to such merging corporation 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 an employee benefit
plan; and references to "serving at the request of the
corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes
duties on, or involves services by such director, officer,
employee, or agent with respect to an 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 an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this Section.
(k) The indemnification and advancement of expenses provided by or granted under
this Section shall, unless otherwise provided when authorized or ratified, 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 that person.
(l) The changes to this Section made by this amendatory Act of the 92nd
General Assembly apply only to actions commenced on or after the
effective date of this amendatory Act of the 92nd General Assembly.
(Source: P.A. 97-881, eff. 8-2-12.)
(805 ILCS 105/108.80) (from Ch. 32, par. 108.80)
Sec. 108.80. 
		Prohibited loans to directors and officers. 
		Except as
permitted by subsection (e) of Section 108.75, no loan shall be made by a
corporation to a director or officer except that a loan may be made to a
director or officer who is employed by the corporation if authorized by a
majority of the non-employed directors and either (a) in the case of a
corporation organized for and holding property for any charitable,
religious, eleemosynary, benevolent, educational or similar purpose, the
purpose of such loan is to provide financing for the principal residence of
the employed director of officer upon receipt of adequate collateral
consisting of marketable real estate or securities readily capable of
valuation or (b) the loan is otherwise in furtherance of the purposes of
the corporation and in the ordinary course of its affairs.  The directors
of a corporation who vote for or assent to the making of a loan to any
non-employed director or non-employed officer of the corporation, or
otherwise prohibited by this Section, and any other person knowingly
participating in the making of such loan, shall be jointly and severally
liable to the corporation for the amount of such loan until the repayment thereof.
(Source: P.A. 84-1423.)
(805 ILCS 105/108.85) (from Ch. 32, par. 108.85)
Sec. 108.85. 
		Act not exclusive. 
		This Act is not an exclusive
statement of the duties and responsibilities of directors and officers.
Directors and officers are subject to common law and other statutory duties and
responsibilities.
(Source: P.A. 84-1423.)