2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 105/ - General Not For Profit Corporation Act of 1986. › Article 10 - Amendments

(805 ILCS 105/Art. 10 heading)
ARTICLE 10.  
		AMENDMENTS
(805 ILCS 105/110.05) (from Ch. 32, par. 110.05)
Sec. 110.05. 
		
		Authority to amend articles of
incorporation.
(a) A corporation may amend its articles of
incorporation at any time and from time to time to add a new
provision or to change or remove an existing provision,
provided that the articles as amended contain only such
provisions as are required or permitted in original articles
of incorporation at the time of amendment.  The articles as
amended must contain all the provisions required by
subsection (a) of Section 102.10 of this Act except that the
names and addresses of the initial directors may be omitted
and the names of the initial registered agent or the address
of the initial registered office may be omitted.
(b) A corporation whose period of duration as provided in
the articles of incorporation has expired may amend its
articles of incorporation to revive its articles and extend
the period of corporate duration, including making the
duration perpetual, at any time within 5 years after the
date of expiration.
(Source: P.A. 91-527, eff. 1-1-00.)
(805 ILCS 105/110.15) (from Ch. 32, par. 110.15)
Sec. 110.15. 
		Amendment by Directors. 
		Where a
corporation has no members, or no members entitled to vote
on amendments, one or more amendments shall be adopted by
the board of directors upon receiving the affirmative vote
of a majority of the directors in office.
(Source: P.A. 84-1423.)
(805 ILCS 105/110.20) (from Ch. 32, par. 110.20)
Sec. 110.20. 
		Amendments by Directors and Members. 
		Where
a corporation has members entitled to vote on amendments,
one or more amendments shall be adopted in the following
manner:
(a) The board of directors shall adopt a resolution setting
forth the proposed amendment and directing that it be
submitted to a vote at a meeting of members entitled to vote
on amendments which may be either an annual or a special
meeting;
(b) Written or printed notice setting forth the proposed
amendment or a summary of the changes to be effected thereby
shall be given to each member entitled to vote on amendments
at such meeting within the time and in the manner provided
in this Act for the giving of notice of meetings of members.
If such meeting be an annual meeting, the proposed
amendment, or a summary as aforesaid, may be included in the
notice of such annual meeting;
(c) At such meeting, at which there is a quorum of members,
a vote of the members entitled to vote on the proposed
amendment shall be taken.  The proposed amendment shall be
adopted by receiving the affirmative vote of at least 2/3
of the votes present and voted either in person or by
proxy, unless any class of members is entitled to vote as a
class in respect thereof, in which event the proposed
amendment shall be adopted by receiving the affirmative vote
of at least two-thirds of the votes of the class present and
voted either in person or by proxy;
(d) The articles of incorporation or the bylaws of a
corporation may supersede the two-thirds vote requirement of
subsection (c) by specifying any smaller or larger vote
requirement not less than a majority of the votes which
members entitled to vote on such amendment shall vote,
either in person or by proxy, at a meeting at which there is
a quorum.
(Source: P.A. 84-1423.)
(805 ILCS 105/110.30) (from Ch. 32, par. 110.30)
Sec. 110.30. Articles of amendment.
(a) Except as
provided in Section 110.40 of this Act, the articles of
amendment shall be executed and filed in duplicate in
accordance with Section 101.10 of this Act and shall set
forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If the amendment was adopted pursuant to Section     110.15 of this Act:
(i) A statement that the amendment received the         affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or
(ii) A statement that the amendment was adopted         by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act;
(4) If the amendment was adopted pursuant to Section     110.20 of this Act:
(i) A statement that the amendment was adopted at         a meeting of members entitled to vote by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the articles of incorporation or the bylaws, and the date of the meeting; or
(ii) A statement that the amendment was adopted         by members entitled to vote having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the articles of incorporation, or the bylaws, in compliance with Section 107.10 of this Act.
(5) If the amendment restates the articles of     incorporation, the amendment shall so state and shall set forth:
(i) The text of the articles as restated;
(ii) The date of incorporation, the name under         which the corporation was incorporated, subsequent names, if any, that the corporation adopted pursuant to amendment of its articles of incorporation, and the effective date of any such amendments;
(iii) The address of the registered office and         the name of the registered agent on the date of filing the restated articles.
The articles as restated must include all the         information required by subsection (a) of Section 102.10 of this Act, except that the articles need not set forth the information required by paragraphs 3, 4 or 5 thereof.  If any provision of the articles of incorporation is amended in connection with the restatement, the articles of amendment shall clearly identify such amendment.
(6) If, pursuant to Section 110.35 of this Act, the     amendment is to become effective subsequent to the date on which the articles of amendment are filed, the date on which the amendment is to become effective.
(7) If the amendment revives the articles of     incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth:
(i) The date the period of duration expired under         the articles of incorporation;
(ii) A statement that the period of duration will         be perpetual, or, if a limited duration is to be provided, the date to which the period of duration is to be extended; and
(iii) A statement that the corporation has been         in continuous operation since before the date of expiration of its original period of duration.
(b) When the provisions of this Section have been complied with, the
Secretary of State shall file the articles of
amendment.
(Source: P.A. 96-649, eff. 1-1-10.)
(805 ILCS 105/110.35) (from Ch. 32, par. 110.35)
Sec. 110.35. 
		Effect of amendment.
(a) The amendment shall become effective and the articles of
incorporation shall be deemed to be amended accordingly, as
of the later of:
(1) The filing of the articles of amendment by the     Secretary of State; or
(2) The time established under the articles of     amendment, not to exceed 30 days after the filing of the articles of amendment by the Secretary of State.
(b) If the amendment is made in accordance with the
provisions of Section 110.40 of this Act, upon the filing of the articles of amendment by the Secretary of State,
the amendment shall become effective and the articles of
incorporation shall be deemed to be amended accordingly,
without any action thereon by the directors or members of
the corporation and with the same effect as if the
amendments had been adopted by unanimous action of the
directors and members of the corporation.
(c) If the amendment restates the articles of
incorporation, such restated articles of incorporation
shall, upon such amendment becoming effective, supersede and
stand in lieu of the corporation's preexisting articles of
incorporation.
(d) If the amendment revives the articles of incorporation
and extends the period of corporate duration, upon the
filing of the articles of amendment by the
Secretary of
State, the amendment shall become effective and the
corporate existence shall be deemed to have continued
without interruption from the date of expiration of the
original period of duration, and the corporation shall stand
revived with such powers, duties and obligations as if its
period of duration had not expired; and all acts and
proceedings of its officers, directors and members, acting
or purporting to act as such, which would have been legal
and valid but for such expiration, shall stand ratified and
confirmed.
(e) No amendment of the articles of incorporation of a
corporation shall affect any existing cause of action in
favor of or against such corporation, or any pending suit in
which such corporation shall be a party, or the existing
rights of persons other than members; and, in the event the
corporate name shall be changed by amendment, no suit
brought by or against such corporation under its former name
shall be abated for that reason.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/110.40) (from Ch. 32, par. 110.40)
Sec. 110.40. 
		Amendment pursuant to reorganization. 
		(a)
The articles of incorporation of a corporation may be
amended without director or member action to carry out a
plan of reorganization ordered by a court of competent
jurisdiction pursuant to any applicable statute of the
United States if the articles after amendment contain only
provisions required or permitted by Section 102.10 of this
Act.
(b) The individual or individuals designated by the court
shall execute, verify and deliver to the Secretary of State
for filing in accordance with Section 101.10 of this Act,
articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court's order approving the
articles of amendment;
(4) The title of the reorganization proceeding in
which the order was entered; and
(5) A statement that the court had jurisdiction of the
proceeding under federal statute.
(Source: P.A. 84-1423.)