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Article 10 - Amendments

      (805 ILCS 5/Art. 10 heading)ARTICLE 10. AMENDMENTS

(805 ILCS 5/10.05) (from Ch. 32, par. 10.05)     Sec. 10.05. 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 2.10 except that the names and addresses of the initial directors may be omitted and the name of the initial registered agent or the address of the initial registered office may be omitted if a statement of change is on file.     (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. 91‑464, eff. 1‑1‑00.)

(805 ILCS 5/10.10) (from Ch. 32, par. 10.10)     Sec. 10.10. Amendment before issuance of shares. If a corporation has not issued shares, an amendment to the articles of incorporation may be adopted by a majority of the incorporators if initial directors were not named in the articles or have not been elected, or, if initial directors were named in the articles or have been elected, an amendment to the articles may be adopted by a majority of the directors. (Source: P.A. 83‑1025.)

(805 ILCS 5/10.15) (from Ch. 32, par. 10.15)     Sec. 10.15. Amendment by directors. A majority of the whole board of directors of a corporation may adopt one or more amendments to its articles of incorporation without shareholder action:     (a) to remove the names and addresses of the initial directors if such directors were named in the original articles of incorporation;     (b) to remove the name and address of the initial registered agent or the address of the initial registered office, if a statement of change is on file with the Secretary of State;     (c) to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares is adversely affected.     (d) to split all of the issued and authorized, but unissued, shares of any class, whether or not any shares of the class are issued or outstanding, by multiplying them by a whole number, so long as no class or series of shares is adversely affected.     (e) to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;     (f) to reduce the authorized shares of any class pursuant to a cancellation statement filed with respect to such shares after acquisition by the corporation in circumstances in which the articles of incorporation prohibit reissuance of such shares after acquisition by the corporation; or     (g) to restate its articles of incorporation as currently amended; such restated articles supersede the original articles and all amendments thereto. (Source: P.A. 88‑151.)

(805 ILCS 5/10.20) (from Ch. 32, par. 10.20)     Sec. 10.20. Amendment by directors and shareholders. Any amendment authorized by Section 10.05 may be adopted by the action of the directors and shareholders 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 shareholders, which may be either an annual or a special meeting.     (b) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record within the time and in the manner provided in this Act for the giving of notice of meetings of shareholders. If such meeting be an annual meeting, the proposed amendment, or such summary as aforesaid, may be included in the notice of such annual meeting. If the adoption of the amendment would give any class or series of shares the right to dissent, the notice shall also enclose a copy of Section 11.70 of this Act or otherwise provide adequate notice of the right to dissent and the procedures therefor.     (c) At such meeting a vote of the shareholders entitled to vote on the proposed amendment shall be taken. The proposed amendment shall be adopted upon receiving the affirmative vote of at least two‑thirds of the votes of the shares entitled to vote on such amendment, unless any class or series of shares is entitled to vote as a class in respect thereof, in which event the proposed amendment shall be adopted upon receiving the affirmative votes of at least two‑thirds of the votes of the shares of each class or series of shares entitled to vote as a class in respect thereof and of the total votes of the shares entitled to vote on such amendment.     (d) The articles of incorporation 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 of the shares entitled to vote on the amendment and not less than a majority of the votes of the shares of each class or series of shares entitled to vote as a class on the amendment.     (e) Any number of amendments may be submitted to the shareholders, and voted upon by them, at one meeting. (Source: P.A. 89‑48, eff. 6‑23‑95.)

(805 ILCS 5/10.25) (from Ch. 32, par. 10.25)     Sec. 10.25. Class voting. Except as provided in Section 10.40, the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment if the articles of incorporation so provide or if the amendment would:     (a) Increase or decrease the aggregate number of authorized shares of such class.     (b) Effect an exchange, reclassification, or cancellation of all or part of the shares of such class.     (c) Change the designations, preferences, qualifications, limitations, restrictions, or special or relative rights of the shares of such class.     (d) In the case of a preferred or special class of shares, divide the shares of such class into series and fix or authorize the board of directors to fix the variations in the relative rights and preferences between the shares of such series.     (e) Change the shares of such class into the same or a different number of shares of the same class or another class or classes.     (f) Create a right of exchange, of all or any part of the shares of another class into the shares of such class.     (g) Create a new class of shares having rights and preferences prior, superior or substantially equal to those of the shares of such class, or increase the rights and preferences of any class having rights and preferences prior, superior or substantially equal to those of the shares of such class, or increase the rights and preferences of any class having rights and preferences subordinate to those of such class if such increase would then make the rights and preferences substantially equal to or superior to those of such class.     (h) Limit or deny the existing preemptive rights of the shares of such class.     (i) Cancel or otherwise affect dividends on the shares of such class which had accumulated but had not been declared.     (j) Limit or deny the voting rights of the shares of such class.     The holders of the outstanding shares of a class shall not be entitled to vote as a class upon a proposed amendment if such class is divided into series, and the proposed amendment would affect one or more but not all of such series in one or more of the ways described in subsections (a) through (i) above. In such event, the holders of the outstanding shares of any series to be affected by the proposed amendment shall be entitled to vote as a class thereon. (Source: P.A. 83‑1025.)

(805 ILCS 5/10.30) (from Ch. 32, par. 10.30)     Sec. 10.30. Articles of amendment.     (a) Except as provided in Section 10.40, the articles of amendment shall be executed and filed in duplicate in accordance with Section 1.10 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 by the

incorporators, a statement that the amendment was adopted by a majority of the incorporators, that no shares have been issued and that the directors were neither named in the articles of incorporation nor elected at the time the amendment was adopted.

(4) If the amendment was adopted by the directors

without shareholder action, a statement that the amendment was adopted by a majority of the directors and that shareholder action was not required.

(5) Where the amendment was approved by the

shareholders:

(i) a statement that the amendment was adopted

at a meeting of shareholders by the affirmative vote of the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation; or

(ii) a statement that the amendment was adopted

by written consent signed by the holders of outstanding shares having not less than the minimum number of votes necessary to adopt such amendment, as provided by the articles of incorporation, and in accordance with Section 7.10 of this Act.

(6) If the amendment provides for an exchange,

reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, then a statement of the manner in which such amendment shall be effected.

(7) If the amendment effects a change in the amount

of paid‑in capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of paid‑in capital as changed by such amendment.

(8) 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; and

(iv) the number of shares of each class issued

on the date of filing the restated articles and the amount of paid‑in capital as of such date.

The articles as restated must include all the

information required by subsection (a) of Section 2.10, except that the articles need not set forth the information required by paragraphs 3, 4 or 6 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.

(9) If, pursuant to Section 10.35, the amendment is

to become effective subsequent to the date on which the certificate of amendment is issued, the date on which the amendment is to become effective.

(10) 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. 92‑33, eff. 7‑1‑01.)

(805 ILCS 5/10.35) (from Ch. 32, par. 10.35)     Sec. 10.35. 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 10.40, 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 shareholders of the corporation and with the same effect as if the amendments had been adopted by unanimous action of the directors and shareholders 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 shareholders, acting or purporting to act as such, which would have been legal and valid but for such expiration, shall stand ratified and confirmed.     (e) Each amendment which affects the number of issued shares or the amount of paid‑in capital shall be deemed to be a report under the provisions of this Act.     (f) 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 shareholders; 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; 93‑59, eff. 7‑1‑03.)

(805 ILCS 5/10.40) (from Ch. 32, par. 10.40)     Sec. 10.40. Amendment pursuant to reorganization. (a) The articles of incorporation of a corporation may be amended without director or shareholder 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 2.10 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 1.10 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.     (c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except and to the extent provided in the reorganization plan. (Source: P.A. 83‑1025.)