Find Legal Information

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.)