2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 105/ - General Not For Profit Corporation Act of 1986. › Article 1 - General Provisions

(805 ILCS 105/Art. 1 heading)
ARTICLE 1.  
		GENERAL PROVISIONS
(805 ILCS 105/101.01) (from Ch. 32, par. 101.01)
Sec. 101.01. 
		Short title. 
		This Act shall be known and
may be cited as the "General Not For Profit Corporation Act
of 1986".
(Source: P.A. 84-1423.)
(805 ILCS 105/101.05) (from Ch. 32, par. 101.05)
Sec. 101.05. 
		Powers of Secretary of State. 
		The
Secretary of State shall have the power and authority
reasonably necessary to administer this Act efficiently and
to perform the duties therein imposed.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.10) (from Ch. 32, par. 101.10)
Sec. 101.10. Forms, execution, acknowledgment and
filing.
(a) All reports required by this Act to be filed
in the office of the Secretary of State shall be made on
forms which shall be prescribed and furnished by the
Secretary of State.  Forms for all other documents to be
filed in the office of the Secretary of State shall be
furnished by the Secretary of State on request therefor, but
the use thereof, unless otherwise specifically prescribed in
this Act, shall not be mandatory.
(b) Whenever any provision of this Act specifically
requires any document to be executed by the corporation in
accordance with this Section, unless otherwise specifically
stated in this Act and subject to any additional provisions
of this Act, such document shall be executed, in ink, as
follows:
(1) The articles of incorporation shall be signed by     the incorporator or incorporators.
(2) All other documents shall be signed:
(i) By the president, a vice-president, the         secretary, an assistant secretary, the treasurer, or other officer duly authorized by the board of directors of the corporation to execute the document and verified by him or her; or
(ii) If it shall appear from the document that         there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or
(iii) If it shall appear from the document that         there are no such officers or directors, then by the members, or such of them as may be designated by the members at a lawful meeting; or
(iv) If the corporate assets are in the         possession of a receiver, trustee or other court-appointed officer, then by the fiduciary or the majority of them if there are more than one.
(c) The name of a person signing the document and the
capacity in which he or she signs shall be stated beneath or
opposite his or her signature.
(d) Whenever any provision of this Act requires any
document to be verified, such requirement is satisfied by
either:
(1) The formal acknowledgment by the person or one of     the persons signing the instrument that it is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true.  Such acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds and who, if he or she has a seal of office, shall affix it to the instrument; or
(2) The signature, without more, of the person or     persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true.
(e) Whenever any provision of this Act requires any
document to be filed with the Secretary of State or in
accordance with this Section, such requirement means that:
(1) The original signed document, and if in duplicate     as provided by this Act, one true copy, which may be signed, or carbon or photocopy shall be delivered to the office of the Secretary of State.
(2) All fees and charges authorized by law to be     collected by the Secretary of State in connection with the filing of the document shall be tendered to the Secretary of State.
(3) If the Secretary of State finds that the document     conforms to law, he or she shall, when all fees and charges have been paid as in this Act prescribed:
(i) Endorse on the original and on the true copy,         if any, the word "filed" and the month, day and year thereof;
(ii) File the original in his or her office;
(iii) (Blank); and
(iv) If the filing is in duplicate, he or she         shall return the copy to the corporation or its representative.
(f) If another Section of this Act specifically prescribes
a manner of filing or executing a specified document which
differs from the corresponding provisions of this Section,
then the provisions of such other Section shall govern.
(Source: P.A. 99-608, eff. 7-22-16.)
(805 ILCS 105/101.11)
Sec. 101.11. Electronic filing. Documents or reports submitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true. Compliance with this Section shall satisfy the signature provisions of Section 101.10 of this Act, which shall otherwise apply.
(Source: P.A. 95-368, eff. 8-23-07.)
(805 ILCS 105/101.15) (from Ch. 32, par. 101.15)
Sec. 101.15. 
		Statement of correction.
(a) Whenever any
instrument authorized to be filed with the Secretary of
State under any provision of this Act has been so filed and,
as of the date of the action therein referred to, contains
any misstatement of fact, typographical error, error of
transcription or any other error or defect, or was
defectively or erroneously executed, such instrument may be
corrected by filing, in accordance with Section 101.10 of
this Act, a statement of correction.
(b) A statement of correction shall set forth:
(1) The name or names of the corporation or     corporations and the State or country under the laws of which each is organized.
(2) The title of the instrument being corrected and     the date it was filed by the Secretary of State.
(3) The inaccuracy, error or defect to be corrected     and the portion of the instrument in corrected form.
(c) A statement of correction shall be executed in the same
manner in which the instrument being corrected was required
to be executed.
(d) The corrected instrument shall be effective as of the
date the original instrument was filed.
(e) A statement of correction shall not:
(1) Effect any change or amendment of articles which     would not in all respects have complied with the requirements of this Act;
(2) Take the place of any document, statement or     report otherwise required to be filed by this Act;
(3) Affect any right or liability accrued or incurred     before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument;
(4) Alter the provisions of the articles of     incorporation with respect to the corporation name or purpose or the names and addresses of the incorporators or initial directors;
(5) Alter the provisions of the application for     authority of a foreign corporation with respect to the corporation name;
(6) Alter the provisions of the application to adopt     or change an assumed corporate name with respect to the assumed corporate name; or
(7) Alter the wording of any resolution which was in     fact adopted by the board of directors or by the members entitled to vote.
(Source: P.A. 93-59, eff. 7-1-03.)
(805 ILCS 105/101.20) (from Ch. 32, par. 101.20)
Sec. 101.20. 
		
		Certificates and certified copies of
certain documents to be received in evidence.  All
certificates issued by the Secretary of State in accordance
with the provisions of this Act and all copies of documents
filed in the Secretary's office in accordance with the
provisions of this Act when certified by him or her, shall
be taken and received in all courts, public offices, and
official bodies as prima facie evidence of the facts therein
stated.  A certificate by the Secretary of State under the
Great Seal of the State of Illinois, as to the existence or
nonexistence of the facts relating to corporations which
would not appear from a certified copy of any of the
foregoing documents or certificates shall be taken and
received in all courts, public offices, and official bodies
as prima facie evidence of the existence or nonexistence of
the facts therein stated.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.25) (from Ch. 32, par. 101.25)
Sec. 101.25. Lists of corporations; exchange of information.
(a) The Secretary of
State shall include in his or her daily publication lists of
business corporations formed on that day as provided in
paragraph (1) of subsection (b) of Section 1.25 of the
Business Corporation Act of 1983 all not-for-profit
corporations formed on the day of publication of such lists and shall publish such information as open data pursuant to that subsection.
(b) The Secretary of State shall include among information to be exchanged
with the Department of Healthcare and Family Services, as provided in subsection (c) of
Section 1.25 of the Business Corporation Act of 1983, information regarding all
not-for-profit corporations formed pursuant to this Act.
(c) Public data sets made available pursuant to this Section are provided for informational purposes only.  The Secretary of State does not warrant the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set made available on the web portal, nor are such warranties to be implied or inferred with respect to the public data sets furnished under this Act.
(d)  The State is not liable for any deficiencies in the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set or any third-party application utilizing such data set, unless such deficiencies are the result of willful or wanton action of the Secretary of State or its employees or agents.
(Source: P.A. 102-49, eff. 1-1-22.)
(805 ILCS 105/101.30) (from Ch. 32, par. 101.30)
Sec. 101.30. 
		Abstract of corporate record. 
		(a)  The
Secretary of State may, upon receipt of a written request
and payment of a fee as determined by the Secretary, furnish to the
person or agency so requesting an abstract of the corporate
record of any domestic or foreign corporation licensed to
conduct affairs in the State of Illinois.  All requests for
abstracts shall be made in the manner and the form
prescribed by the Secretary of State.
(b) The Secretary of State may certify an abstract of a
corporate record upon written request therefor.  The fee for
such certification shall be $5 in addition to the fee
required for furnishing an abstract of record as provided
herein.  Such certification shall be made under the
signature of the Secretary of State and shall be
authenticated by the Seal of his or her office.
(c) The fees provided in this Section for abstracts of
corporate records and certifications of abstracts shall not
be applicable to any federal, state or local governmental
agency requesting such information or certification.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.35) (from Ch. 32, par. 101.35)
Sec. 101.35. 
		
		Interrogatories to be propounded by
Secretary of State.  The Secretary of State may propound to
any corporation, domestic or foreign, subject to the
provisions of this Act, and to any officer or director
thereof, such interrogatories as may be reasonably necessary
and proper to enable the Secretary to ascertain whether such
corporation has complied with all the provisions of this Act
applicable to such corporation.  Such interrogatories shall
be answered within thirty days after the mailing thereof, or
within such additional time as shall be fixed by the
Secretary of State, and the answers thereto shall be full
and complete and shall be made in writing and under oath.
If such interrogatories be directed to an individual they
shall be answered by him or her, and if directed to a
corporation they shall be answered by the president, vice-president,
secretary, or assistant secretary thereof.  The
Secretary of State need not file any document to which such
interrogatories relate until such interrogatories be
answered as herein provided, and not then if the answers
thereto disclose that such document is not in conformity
with the provisions of this Act.  The Secretary of State
shall certify to the Attorney General, for such action as
the Attorney General may deem appropriate, all
interrogatories and answers thereto which disclose a
violation of any of the provisions of this Act.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.40) (from Ch. 32, par. 101.40)
Sec. 101.40. 
		Information disclosed by interrogatories. 
		Interrogatories propounded by the Secretary of State and the
answers thereto shall not be open to public inspection nor
shall the Secretary of State disclose any facts or
information obtained therefrom except in so far as official
duty may require the same answers to be made public or in
the event such interrogatories or the answers thereto as
required for evidence in any criminal proceeding or in any
other action by the State.  Such information disclosed by
interrogatories shall be exempt from inspection and copying
under "The Freedom of Information Act", certified
December 27, 1983, as amended.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.45) (from Ch. 32, par. 101.45)
Sec. 101.45. 
		
		Judicial review under the Administrative
Review Law.  If the Secretary of State shall fail to approve
any articles of incorporation, amendment, merger,
consolidation, or dissolution, or any other document
required by this Act to be approved by the Secretary of
State before the same shall be filed in his or her office,
the Secretary shall, within 10 days after the delivery
thereof to him or her, give written notice of his or her
disapproval to the person or corporation, domestic or
foreign, delivering the same, specifying the reasons
therefor.  The decision of the Secretary of State is subject
to judicial review under the Administrative Review Law, as
now or hereafter amended.
If the Secretary of State shall revoke the certificate of
authority to conduct affairs in this State of any foreign
corporation, pursuant to this Act, such decision shall be
subject to judicial review under the Administrative Review
Law, as now or hereafter amended.
Appeals from all final orders and judgment entered by the
circuit court under this section in review of any ruling or
decision of the Secretary of State may be taken as in other
civil actions by either party to the proceeding.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.50) (from Ch. 32, par. 101.50)
Sec. 101.50. 
		Administrative Procedure Act. 
		The Illinois Administrative
Procedure Act is expressly adopted and incorporated herein as if all of the
provisions of that Act were included in this Act, except that the provision of
subsection (d) of Section 10-65 of the Illinois Administrative Procedure Act
which provides that at hearing the licensee has the right to show compliance
with all lawful requirements for retention, continuation or renewal of the
license is specifically excluded.  For the purposes  of this Act the notice
required under Section 10-25 of the Illinois Administrative Procedure Act is
deemed sufficient when mailed to the last known address of a party.
(Source: P.A. 88-45.)
(805 ILCS 105/101.55) (from Ch. 32, par. 101.55)
Sec. 101.55. 
		Certain powers reserved to General Assembly. 
		(a) The General Assembly shall at all times have power to prescribe such
provisions and limitations as it may deem advisable, which
provisions and limitations shall be binding upon any and all
corporations, domestic or foreign, subject to the provisions of this Act,
and the General Assembly shall have power to amend, repeal, or modify this
Act at its pleasure.
(b) The Secretary of State shall have the power to promulgate,
amend or repeal rules and regulations deemed necessary to efficiently
administer this Act.  The rules and regulations adopted by the Secretary of State under
this Act shall be effective in the manner provided for in "The Illinois
Administrative Procedure Act", approved September 22, 1975, as amended.
(Source: P.A. 85-1269.)
(805 ILCS 105/101.60) (from Ch. 32, par. 101.60)
Sec. 101.60. 
		
		Effect of repeal of prior law on rights
accrued or liabilities or penalties incurred.  The repeal of
a law by this Act shall not affect any right accrued or
established, or any liability or penalty incurred, under the
provisions of such law, prior to the repeal thereof.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.70) (from Ch. 32, par. 101.70)
Sec. 101.70. Application of Act.
(a)  Except as
otherwise provided in this Act, the
provisions of this Act relating to domestic corporations
shall apply to:
(1) All corporations organized hereunder;
(2) All corporations heretofore organized under the     "General Not for Profit Corporation Act", approved July 17, 1943, as amended;
(3) All not-for-profit corporations heretofore     organized under Sections 29 to 34, inclusive, of an Act entitled "An Act Concerning Corporations" approved April 18, 1872, in force July 1, 1872, as amended;
(4) Each not-for-profit corporation, without shares     or capital stock, heretofore organized under any general law or created by Special Act of the Legislature of this State for a purpose or purposes for which a corporation may be organized under this Act, but not otherwise entitled to the rights, privileges, immunities and franchises provided by this Act, which shall elect to accept this Act as hereinafter provided; and
(5) Each corporation having shares or capital stock,     heretofore organized under any general law or created by Special Act of the Legislature of this State prior to the adoption of the Constitution of 1870, for a purpose or purposes for which a corporation may be organized under this Act, which shall elect to accept this Act as hereinafter provided.
(b) Except as otherwise provided by this Act,
the provisions of this Act relating to foreign
corporations shall apply to:
(1) All foreign corporations which procure authority     hereunder to conduct affairs in this State;
(2) All foreign corporations heretofore having     authority to conduct affairs in this State under the "General Not for Profit Corporation Act", approved July 17, 1943, as amended; and
(3) All foreign not-for-profit corporations     conducting affairs in this State for a purpose or purposes for which a corporation might be organized under this Act.
(c) The provisions of subsection (b) of Section 110.05 of
this Act relating to revival of the articles of
incorporation and extension of the period of corporate
duration of a domestic corporation shall apply to all
corporations organized under the "General Not for Profit
Corporation Act", approved July 17, 1943, as amended, and
whose period of duration has expired.
(d) The provisions of Section 112.45 of this Act relating
to reinstatement following administrative dissolution of a
domestic corporation shall apply to all corporations
involuntarily dissolved after June 30, 1974, by the
Secretary of State, pursuant to Section 50a of the "General
Not for Profit Corporation Act", approved July 17, 1943,
as amended.
(e) The provisions of Section 113.60 of this Act relating
to reinstatement following revocation of
authority of a foreign corporation shall apply to all
foreign corporations which had their
authority revoked by the Secretary of State pursuant to
Section 84 or Section 84a of the "General Not for Profit
Corporation Act", approved July 17, 1943, as amended.
(f) Conversions and domestications are governed by the Entity Omnibus Act.
(Source: P.A. 100-561, eff. 7-1-18.)
(805 ILCS 105/101.75) (from Ch. 32, par. 101.75)
Sec. 101.75. 
		Election to Accept Act.
(a) Any not-for-profit
corporation without shares or capital stock
heretofore organized under any General Law or created by
Special Act of the Legislature of this State, or any
corporation having shares or capital stock organized under
any General Law or created by Special Act of the Legislature
of this State prior to the adoption of the Constitution of
1870, for a purpose or purposes for which a corporation may
be organized under this Act, or any corporation formed for
religious purposes under An Act Concerning Corporations,
effective July 1, 1872, as amended, may elect to accept this
Act in the following manner:
(1) Unless the articles of incorporation or the     equivalent or the bylaws provide otherwise, where there are members or shareholders entitled to vote, the board of directors shall adopt a resolution recommending that the corporation accept this Act and directing that the question of such acceptance be submitted to a vote at a meeting of the members or shareholders entitled to vote, which may be either an annual or a special meeting.  The members or shareholders entitled to vote may elect that such corporation accept this Act by the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy.
(2) Unless the articles of incorporation or the     equivalent or the bylaws provide otherwise, where there are no members or shareholders having voting rights, election to accept this Act may be made at a meeting of the board of directors pursuant to a majority vote of the directors present and voting at a meeting at which a quorum is present.
(b) Upon complying with Subsection (a), the corporation
shall execute and file in duplicate a statement, in
accordance with Section 101.10 of this Act, and shall also
file a copy of its articles of incorporation, if any, and
all amendments thereto.  Such statement shall set forth:
(1) A corporate name for the corporation that     satisfies the requirements of this Act;
(2) The specific purpose or purposes for which the     corporation is organized, from among the purposes authorized in Section 103.05 of this Act;
(3) The address of the corporation's registered     office and the name of its registered agent at that office;
(4) The names and respective addresses of its     officers and directors;
(5) A statement that the attached copy, if any, of     the articles of incorporation of the corporation is true and correct;
(6) A statement by the corporation that it has     elected to accept this Act and that all reports have been filed and all fees, taxes and penalties due to the State of Illinois, accruing under any Act to which the corporation has theretofore been subject, have been paid;
(7) Where there are members or shareholders having     voting rights, a statement setting forth the date of the meeting of the members or shareholders at which the election to accept this Act was made; that a quorum was present at such meeting, and that such acceptance was authorized either by the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy, or in compliance with any different provision of the articles of incorporation or their equivalent or of the bylaws.
(8) Where there are no members or shareholders having     voting rights, a statement of such fact, the date of the meeting of the board of directors at which the election to accept this Act was made, that a quorum was present at such meeting, and that such acceptance was authorized by majority vote of the directors present and voting at such meeting;
(9) A statement that, in addition, the corporation     followed the requirements of its articles of incorporation and bylaws so far as applicable in effecting such acceptance;
(10) Where the corporation has issued shares of     stock, a statement of such fact, including the number of shares theretofore authorized, the number issued and outstanding; and a statement that all issued and outstanding shares of stock have been delivered to the corporation to be canceled upon the acceptance of this Act by the corporation becoming effective and that from and after the effective date of said acceptance, the authority to issue shares shall be thereby terminated.
(c) When the provisions of Subsection (b) have been
complied with, the Secretary of State shall file the statement of acceptance.
(d) Upon the filing of a statement of
acceptance, the
election of the corporation to accept this Act shall become
effective, and such corporation shall have the same powers
and privileges, and be subject to the same duties,
restrictions, penalties and liabilities as though such
corporation had been originally organized hereunder, and
shall also be subject to any duty or obligation expressly
imposed upon such corporation by its special charter;
provided, however,
(1) That no amendment to the articles of     incorporation adopted after such election to accept this Act shall release or terminate any duty or obligation expressly imposed upon any such corporation under and by virtue of such special charter, or enlarge any right, power, or privilege granted any such corporation under a special charter except to the extent that such right, power or privilege might have been included in the articles of incorporation of a corporation organized under this Act; and
(2) That in the case of any corporation with issued     shares of stock, the holders of such issued shares who surrender them to the corporation to be canceled upon the acceptance of this Act by the corporation becoming effective, shall have such rights as the election to accept this Act provides.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
Sec. 101.80. Definitions. As used in this Act, unless
the context otherwise requires, the words and phrases
defined in this Section shall have the meanings set forth
herein.
(a) "Anniversary" means that day each year exactly one or
more years after:
(1) The date of filing the articles of incorporation     prescribed by Section 102.10 of this Act, in the case of a domestic corporation;
(2) The date of filing the application for authority     prescribed by Section 113.15 of this Act in the case of a foreign corporation;
(3) The date of filing the statement of acceptance     prescribed by Section 101.75 of this Act, in the case of a corporation electing to accept this Act; or
(4) The date of filing the articles of consolidation     prescribed by Section 111.25 of this Act in the case of a consolidation.
(b) "Anniversary month" means the month in which the
anniversary of the corporation occurs.
(c) "Articles of incorporation" means the original articles
of incorporation including the articles of incorporation of
a new corporation set forth in the articles of consolidation
or set forth in a statement of election to accept this Act,
and all amendments thereto, whether evidenced by articles of
amendment, articles of merger or statement of correction
affecting articles.  Restated articles of incorporation
shall supersede the original articles of incorporation and
all amendments thereto prior to the effective date of filing
the articles of amendment incorporating the restated
articles of incorporation.  In the case of a corporation
created by a Special Act of the Legislature, "Articles of
incorporation" means the special charter and any amendments
thereto made by Special Act of the Legislature or pursuant
to general laws.
(d) "Board of directors" means the group of persons vested
with the management of the affairs of the corporation
irrespective of the name by which such group is designated.
(e) "Bylaws" means the code or codes of rules adopted for
the regulation or management of the affairs of the
corporation irrespective of the name or names by which such
rules are designated.
(f) "Corporation" or "domestic corporation" means a
domestic not-for-profit corporation subject to the
provisions of this Act, except a foreign corporation.
(g) "Delivered," for the purpose of determining if any
notice required by this Act is effective, means:
(1) Transferred or presented to someone in person;
(2) Deposited in the United States mail addressed to     the person at his, her or its address as it appears on the records of the corporation, with sufficient first-class postage prepaid thereon;
(3) Posted at such place and in such manner or     otherwise transmitted to the person's premises as may be authorized and set forth in the articles of incorporation or the bylaws; or
(4) Transmitted by electronic means to the e-mail     address, facsimile number, or other contact information appearing on the records of the corporation as may be authorized or approved in the articles of incorporation or the bylaws.
(h) "Foreign corporation" means a not-for-profit
corporation as defined and organized under the laws other
than the laws of this State, for a purpose or purposes for
which a corporation may be organized under this Act.
(i) "Incorporator" means one of the signers of the original
articles of incorporation.
(j) "Insolvent" means that a corporation is unable to pay
its debts as they become due in the usual course of the
conduct of its affairs.
(k) "Member" means a person or any organization, whether
not for profit or otherwise, having membership rights in a
corporation in accordance with the provisions of its
articles of incorporation or bylaws.
(l) "Net assets," for the purpose of determining the
authority of a corporation to make distributions, is equal
to the difference between the assets of the corporation and
the liabilities of the corporation.
(m) "Not-for-profit corporation" means a corporation
subject to this Act and organized solely for one or more of
the purposes authorized by Section 103.05 of this Act.
(n) "Registered office" means that office maintained by the
corporation in this State, the address of which is on file
in the office of the Secretary of State, at which any
process, notice or demand required or permitted by law may
be served upon the registered agent of the corporation.
(o) "Special charter" means the charter granted to a
corporation created by special act of the Legislature
whether or not the term "charter" or "special charter" is
used in such special act.
(p) Unless otherwise prohibited by the articles of incorporation or the bylaws
of the corporation, actions required to be "written", to be "in writing", to
have "written
consent", to have "written approval" and the like by or of members, directors,
or committee
members shall include any communication transmitted or received by electronic
means.
(Source: P.A. 96-649, eff. 1-1-10.)