Abstract of corporate record. ), (805 ILCS 105/101.80) (from Ch. of business of each of the corporations so merged or consolidated is such corporation has its principal office; (6) If such statement, with the accompanying papers, is in conformity any way impaired by reason of such merger or consolidation. papers relating thereto; (7) Upon the filing of such statement with the accompanying papers, such Care Act of 1969, regardless of whether the facilities are : organized on a for-profit or not-for-profit basis. except that in the case of religious corporations such statement shall be (805 ILCS 105/101.05) (from Ch. Disclaimer: These codes may not be the most recent version. religious corporations, the certificate of the Secretary of State, as seq. Assembly. Board of directors for a nonprofit organization - Illinois Legal Aid Many of our nonprofit clients often have questions about the use of electronic means of communication (email, fax, or otherwise) for the purpose of voting, providing notice, and general communication. 7-1-03.) telephone directory. ARTICLE 1. each corporation, either at a regular or special meeting, of which 20 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. Corporate Request Form For Certificates Of Good Standing And/Or Copies Of Documents - Routine Processing. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. 8-21-07.) of the acquiring corporation is located, asking for a finding and Sec. 101.01) Sec. 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. 101.01) Sec. Name. no objection has been made or shall be made at the time of the passage of 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. We make no warranties or guarantees . deeds, gifts, mortgages, bequests, leases, bills of sale, restrictions, liabilities and duties of each of such corporations so merged GENERAL PROVISIONS (805 ILCS 105/101.01) (from Ch. If the corporation refuses examination, the voting member may file suit in the circuit court of the county in which either the registered agent or principal office of the corporation is located to compel by mandamus or otherwise such examination may be proper. 92-33, eff. Virtual Meeting Statute. Articles of amendment. value of such units of interest or certificates of interest with interest ascertained and valued as of the date of the consummation of such sale, owner of interest by such acquiring corporation within thirty days after so merged or consolidated is located. . depreciation or appreciation because of or on account of such sale, lease, against it to the same extent as if such debts, liabilities and duties had Short title. Any 2 or more societies, corporations or (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. These entities range from hospital systems with over 1,000 employees to high school robotics teams with volunteer staff and limited budgets. (805 ILCS 105/101.05) (from Ch. assignment, merger or consolidation. 108.21) Sec. ), (805 ILCS 105/108.45) (from Ch. 32, par. (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. The corporation is said to have been formed when the Articles of Incorporation have been accepted by the state. to regulate the organization and must be consistent with Illinois law relating to not-for-profits (805 ILCS 105-102.25). The summaries of laws provided on this website are not all-inclusive and do not represent every law, statute, or municipal code related to homeowner associations, condominiums, and cooperatives and should not substitute further research. The technical storage or access that is used exclusively for anonymous statistical purposes. (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 persons 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. (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. (21) Electrification on a cooperative basis. FOREIGN CORPORATIONS (805 ILCS 105/113.05) (from Ch. You're all set! effectually the property of the merged or consolidated corporation as they organized. (Source: P.A. (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. (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. The Corporation must be organized for one or more purposes listed in the General Not-for-Profit Corporation Act. (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. real, personal and mixed, and all debt due on whatever account, as well as Forms, execution, acknowledgment and filing. The Condominium Property Act requires the Board to call a . (805 ILCS 105/101.10) (from Ch. guilty of a petty offense and must be fined not less than $501 and not more 6. Don't be Fooled by These Common Association Myths (805 ILCS 120/7) (from Ch. FORMATION OF CORPORATIONS (805 ILCS 105/102.05) (from Ch. ), (805 ILCS 105/107.50) (from Ch. PDF Duties, Indemnification, and Interested Transactions - Independent Sector 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. Rights and You can find the General Non For Profit Corporation Act of 1986 within the Illinois Compiled Statutes. same was adopted, accompanied by a certified copy of the resolution adopted pass a resolution prescribing the conditions or term of merger or 101.80. 108.10)Sec. General Not For Profit Corporation Act of 1986; Common Interest Community Association Act; Condominium Property Act *The above list may not be a complete list of all laws and regulations that govern HOAs in your state. Current through the 2022 Regular Session . (Source: P.A. Short title. lawful to mortgage its corporate franchises, rights, privileges and bonds or other obligations, negotiable or otherwise, and with or without Fact: This is not a requirement of the Illinois Condominium Property Act. consolidated, without legal authority as herein by this Act provided, where 32, par. Any action or proceeding pending by or (805 ILCS 120/6) (from Ch. 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. things and enter all such orders as it may deem equitable and just for the Article 1 - General Provisions; Article 2 - Formation Of Corporations; Article 3 - Purposes And Powers; Article 4 - Name; Article 5 - Office And Agent; Article 6 - Shares; Dividends; Contributions; Hold a Directors Meeting ARTICLE 3. 32, par. (805 ILCS 120/10a) (from Ch. PDF Condo Unit Owner's - Community Associations Institute Illinois 32, par. (a) Each corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office a record giving the names and addresses of its members entitled to vote. 188d). (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. incorporate as Illinois not-for-profit corporations, pursuant to Section 18.1 of the Act, but are not required to do so. assignment, merger or consolidation. The Bureau is not a government agency, law firm, or attorney and cannot provide you with any kind of legal advice or legal recommendations. president or vice-president of each such corporation and verified by their Act non-profit corporations organized for the promotion of religious, (805 ILCS 105/101.70) (from Ch. The Act provides for the licensing and regulation of community association managers and community association management companies. against one of the corporations merged or consolidated may be prosecuted to (31) Any purpose permitted to be exempt from taxation under Sections 501(c) or 501(d) of the United States Internal Revenue Code, as now in or hereafter amended. seq.) 32, par. . (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. organization of corporations not for pecuniary profit. This Act may be cited as the If such a proceeding is commenced by a member entitled to vote, such member shall make the corporation a party defendant. Myths about Lobbying, Political Activity, and Tax-Exempt Status Are You Limiting Opportunities to Advance Your Nonprofit Mission? In all cases where, prior to the adoption of this Act, 2 or more such assets by lease, exchange, assignment, sale, merger or consolidation being A maximum of six officers and seven directors can be entered via the web form. Privacy Policy | Terms of Use | Accessibility Statement, Having HOA problems? Illinois Updates Its Not for Profit Corporation Act: - Venable belonging to, each of said corporations, and be subject to all the (8) Religious. 108.35)Sec. (a) The Secretary of State may, upon receipt of a written request and payment of a fee as determined (a) Unless otherwise provided in the articles of incorporation or the bylaws, except for the dissolution of a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis, any action required by this Act to be taken at . Formation Checklist For Not-For-Profit Corporations . 110.30)Sec. 32, par. Member Read More. the corporation within Illinois. 32, par. (a) The articles of incorporation must 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 corporations initial registered office and the name of its initial registered agent at that office; (4) The name and address of each incorporator; (5) The number of directors constituting the first board of directors and the names and addresses of each such director; (6) With respect to any organization a purpose of which is to function as a club, as defined in Section 1-3.24 of The Liquor Control Act of 1934, as now or hereafter amended, a statement that it will comply with the State and local laws and ordinances relating to alcoholic liquors; (7) Whether the corporation is a condominium. (c) If a corporation has no members or its members have no right to vote with respect to a particular matter, the directors shall have the sole voting power with respect to suchmatter. Disclaimers | Email : This site is maintained for the Illinois General Assembly by the Legislative Information System, 705 Stratton Building, Springfield, Illinois 62706 . than $1,000. Short title. 84-1423.) 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. (Source: P.A. (7) Political. (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. Recording property, real, personal and mixed, and it shall be lawful to issue of merger or consolidation, making a part thereof such statement and all Forms are referred to by Section Numbers of the General Not For Profit Corporation Act of 1986. Sec. Unless such objecting member or owner of interest shall file such Illinois General Not For Profit Corporation Act - ICNL 188.90) Sec. (Source: P.A. 805 ILCS 105. Please note that the expedited fee amounts are in addition to the applicable filing fees, franchise taxes, penalties and interest. It was Nov. 3, 2017, and the target was Jos Manuel Villarejo Prez, a former government spy. 108.10. 101.05) Sec. Illinois may have more current or accurate information. The forms should be downloaded to your computer before filling in the fields. (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 that appears on the records of the corporation as may be authorized or approved and set forth in the articles of incorporation or the bylaws. PDF Select Sections of The General Not for Profit Corporation Act of 1986 (Source: P.A. 95 -331, eff. An amendment that permits members to vote by proxy unless explicitly prohibited from doing so by the bylaws or articles of incorporation of the organization (note that this does not change the continuing prohibition on voting by proxy for directors). (Source: P.A. 32, par. required by Clause 6 of Section 2 of this act, to which shall be attached 32, par. Informal action by members entitled to vote. 32, par. 84-1423. 2) Benevolent. (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. Illinois may have more current or accurate information. (i) Incorporator means one of the signers of the original articles of incorporation. recorded in the office of the recorder in the county in which each 3. The title to any real estate, whether by deed or otherwise, under the laws You already receive all suggested Justia Opinion Summary Newsletters. Incorporator The incorporator must be a natural person age 18 or older. (805 ILCS 120/10) (from Ch. (b) Such application shall be made on forms prescribed and furnished by the Secretary of State. will be required to assume, in order either to effect such merger or Copyright 2017 - 2022 Homeowners Protection Bureau, LLC. Condominium associations may organize as not-for-profit corporations under 765 ILCS 605/18.1 of the Condominium . 32, par. 103.05. (b) A residential cooperative not-for-profit corporation containing 50 or more single family units with individual unit legal descriptions based upon a recorded plat of a subdivision and located in a county with a population between 780,000 and 3,000,000 shall keep an accurate and complete account of all transfers of membership and shall, on a quarterly basis, record all transfers of membership with the county clerk of the county in which the residential cooperative is located. Limited Liability of directors, officers, board members, and persons who serve without compensation. (805 ILCS 120/4) (from Ch. BUSINESS ORGANIZATIONS (805 ILCS 105/) General Not For Profit Corporation Act of 1986. . Not-for-Profit Articles of Incorporation - Illinois Secretary of State 101.55. 92-33, eff. Section 805 ILCS 105/108.35 - Removal of directors (a) One or more of the directors may be removed, with or without cause. You already receive all suggested Justia Opinion Summary Newsletters. (14) Agricultural. An association, whether or not it is incorporated, has the powers and responsibilities specified in the General Not for Profit Corporation Act of 1986 that are not inconsistent with the Act or the condominium instruments (as . . 7-1-01.) Such application shall set forth: (1) The name of the corporation, with any additions thereto required in order to comply with Section 104.05 of this Act together with the State or country under the laws of which it is organized; (2) The date of its incorporation and the period of its duration; (3) The address, including street and number, if any, of its principal office; (4) The address, including street and number, or rural route number, of its proposed registered office in this State, and the name of its proposed registered agent in this State at such address; (5) (Blank); (6) The purpose or purposes for which it was organized which it proposes to pursue in the conduct of affairs in this State; (7) The names and respective addresses, including street and number, or rural route number, of its directors and officers; (8) With respect to any foreign corporation a purpose of which is to function as a club, as defined in Section 1-3.24 of The Liquor Control Act of 1934, as now or hereafter amended, a statement that it will comply with the State and local laws and ordinances relating to alcoholic liquors; and (9) Such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine whether such corporation is entitled to be granted authority to conduct affairs in this State. (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. objecting to consolidation - Rights. located. 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. 110.30. Whenever any corporation organized under this Act so joins with a foreign corporation having an identical purpose, the corporation shall be permitted to do business in Illinois as one corporation; provided (1) that the name, bylaw provisions, officers, and directors of each corporation are identical, (2) that the foreign corporation complies with the provisions of this Act relating to the admission of foreign corporation, and (3) that the Illinois corporation files a statement with the Secretary of State indicating that it has joined with a foreign corporation setting forth the name thereof and the state of its incorporation. Books and records. 1-1-08. Corporation Act of 1983, information regarding all not-for-profit corporations formed pursuant to this Act. 103.12)Sec. (Source: P.A. (b) Such informal action by members If such consent is signed by less than all of the members entitled to vote, then such consent shall become effective only:(1) if, at least 5 days prior to the effective date of such informal action consent, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof. 101.01. Article 15 - Fees And Charges . ), (805 ILCS 105/103.12) (from Ch. Removes certain notice requirements associated with actions taken by the members through unanimous written consent. attempted consolidation had been made pursuant to the provisions of this Sec. Distinguishing Communities: An Overview of Condominium - KSN (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. petition in the Circuit Court of the county in which the principal office merged or consolidated corporation may be substituted in its place. 188f). PDF Illinois Not For Profit Corporation Act of 1986 32, par. Illinois General Assembly - Full Text of Public Act 103-0192 Board of directors. of State under the General Not For Profit Corporation Act of 1986 (Act) (805 ILCS 105/112.50 (b)(4) (West 2014)), initially as the Prayer Tabernacle . 84-1423.) This site is protected by reCAPTCHA and the Google, There is a newer version 108.35. He was rumored to have had . (25) Administration and operation of property owned on a condominium basis or by a homeowner association. service provider or that publisher or distributor. (805 ILCS 120/5) (from Ch. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law. (d) (Blank). offense for each additional day in violation of this Section. A foreign corporation organized not for profit, upon complying with the provisions of this Act, may secure from the Secretary of State the authority to conduct affairs in this State. Illinois Compiled Statutes - Illinois General Assembly To provide the best experiences, we use technologies like cookies to store and/or access device information. See the General Not For Profit Corporation Act of 1986 for more information. consolidation with another corporation (the corporation acquiring such 32, par. 2. A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws explicitly prohibit otherwise provide, by proxy executed in writing by the member or by that member's duly authorized attorney-in-fact. All payments must be in the exact amount due and accompany any forms submitted. Illinois has several old nonprofit and religious organization laws, but most entities find the General Not For Profit Corporations Act . (805 ILCS 120/3) (from Ch. 108.60. 2005 Illinois Code - 805 ILCS 105/ General Not For Profit Corporation Act of 1986. Plaintiffs sought a declaration that Michael Campbell was the duly elected . Director conflict of interest. (b) A corporation may be organized hereunder to serve in an area that adjoins or borders (except for any intervening natural watercourse) an area located in an adjoining state intended to be similarly served, and the corporation may join any corporation created by the adjoining state having an identical purpose and organized as a not-for-profit corporation. or any part of its corporate assets, or objecting to the merger or 7-1-01.). with law, the Secretary of State shall in the case of all such corporations JavaScript Required: This site uses JavaScript to display common navigation items. (Source: P.A. See Perkaus v. Chicago Catholic High School Athletic League, 140 Ill.App.3d 127 (1986). Illinois 805ILCS105/General Not For Profit Corporation Act of 1986. Annual Report Filings - Not For Profit - ilsos.gov We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Grant Eligibility Information. Older churches - and some newer ones - may be incorporated under the Illinois Religious Corporation Act of 1872 ("RCA").