Illinois 96th Regular Session Status: Enacted

SB 1390 — NOT FOR PROFIT CORP-VARIOUS

Last action — Public Act . . . . . . . . . 96-0649

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  1. ✓
    Introduced
  2. ✓
    In Committee
  3. ✓
    Passed Senate
  4. ✓
    Passed House
  5. ✓
    To Executive
  6. 6
    Enacted

This bill has been enacted into law. Introduced February 11, 2009. Enacted.

Prognosis

Likely to advance 72% · moderate confidence

Where this bill stands today.

Odds of enactment

High

How often bills like it became law.

  • Enacted

    Current position in the legislative process.

  • 2 sponsors

    0 primary, 2 co-sponsors signed on.

  • Cleared a recorded vote

    Passed 4 recorded votes so far.

Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.

Summary

Amends the General Not For Profit Corporation Act of 1986. Provides that notices may be delivered by electronic means to an e-mail address, facsimile number, or other appropriate contact (instead of the address) listed on the corporate records. Provides for informal action by voting membership by mail, e-mail, or other electronic means (instead of a written consent by all members entitled to vote) and notice of the informal action must be delivered at least 5 days before the effective date to members who did not vote (instead of a written consent signed by less than all voters is only effective if notice of the proposed action is delivered 5 days before the effective date of the action and if, after the effective date of the consent, prompt written notice of the action is delivered to those who did not give written consent). Provides that writings by directors or members include electronic communications unless prohibited (instead of expressly permitted) by the corporation's bylaws or incorporation articles. Provides that a voting member or the member's agent may examine or copy the corporation's records for a proper purpose and that a disputed records request is decided in circuit court (instead of a member may inspect all books and records for a proper purpose at a reasonable time). Provides that a bylaws amendment eliminating a director position may shorten (instead of may not shorten) the terms of incumbent directors, if approved by those authorized to select the directors. Deletes provision that prohibits the removal, except for cause, of directors of different classes with non-uniform terms. Provides that a transaction between a corporation and a member, director, officer, or any entity in which such an individual has an interest, is not void or voidable solely for that reason if the material facts are disclosed and the board or members in good faith authorize the transaction by a majority vote or the transaction is fair at the time it is authorized (instead of if a transaction is fair to the corporation, the direct or indirect interest of a director is not grounds for invalidating the transaction). Provides that no director shall be liable unless the director earns more than $25,000 (instead of $5,000) per year as a director. Makes other changes.

Bill Text

What changed in the latest version

461 added · 499 removed

Plain-language change summary

The latest version of SB 1390 adds clarification to how organizations can handle member voting through electronic means. It now allows voting to occur via mail, email, or other electronic formats, requiring a minimum voting period of 5 days, and extending this to 20 days for major actions like removals or mergers. This change is important because it makes participation easier for members, promoting more inclusive decision-making in organizations while ensuring that major decisions are given ample time for consideration.

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SB1390 Engrossed LRB096 08993 AJO 19132 b AN ACT concerning business.
SB1390 Enrolled LRB096 08993 AJO 19132 b AN ACT concerning business.
or (4) The date of filing the articles of consolidation SB1390 Engrossed - 2 - LRB096 08993 AJO 19132 b prescribed by Section 111.25 of this Act in the case of a consolidation.
or (4) The date of filing the articles of consolidation SB1390 Enrolled - 2 - LRB096 08993 AJO 19132 b prescribed by Section 111.25 of this Act in the case of a consolidation.
SB1390 Engrossed - 3 - LRB096 08993 AJO 19132 b (f) "Corporation" or "domestic corporation" means a domestic not-for-profit corporation subject to the provisions of this Act, except a foreign corporation.
SB1390 Enrolled - 3 - LRB096 08993 AJO 19132 b (f) "Corporation" or "domestic corporation" means a domestic not-for-profit corporation subject to the provisions of this Act, except a foreign corporation.
or (4) Transmitted by electronic means to the e-mail address, facsimile number, or other appropriate contact information appearing that appears on the records of the corporation 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.
(j) "Insolvent" means that a corporation is unable to pay SB1390 Engrossed - 4 - LRB096 08993 AJO 19132 b its debts as they become due in the usual course of the conduct of its affairs.
(j) "Insolvent" means that a corporation is unable to pay SB1390 Enrolled - 4 - LRB096 08993 AJO 19132 b its debts as they become due in the usual course of the conduct of its affairs.
(p) Unless otherwise prohibited by To the extent permitted in 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" SB1390 Engrossed - 5 - LRB096 08993 AJO 19132 b and the like by or of members, directors, or committee members shall include any communication transmitted or received by electronic means.
(p) Unless otherwise prohibited by To the extent permitted in 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" SB1390 Enrolled - 5 - LRB096 08993 AJO 19132 b and the like by or of members, directors, or committee members shall include any communication transmitted or received by electronic means.
SB1390 Engrossed - 6 - LRB096 08993 AJO 19132 b (a) Unless otherwise provided in the articles of incorporation or the bylaws, any action required by this Act to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of the members entitled to vote, may be taken without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the action receives approval without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed either:
SB1390 Enrolled - 6 - LRB096 08993 AJO 19132 b (a) Unless otherwise provided in the articles of incorporation or the bylaws, any action required by this Act to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of the members entitled to vote, may be taken by ballot without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the members casting votes, or such larger number as may be required by the Act, the articles of incorporation, or the bylaws, provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting.
(i) by all of the members entitled to vote with respect to the subject matter thereof, or (ii) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which a quorum was all members entitled to vote thereon were present and voting.
Voting must remain open for not less than 5 days from the date the ballot is delivered;
(b) Such informal action by If such consent is signed by less than all of the members entitled to vote, then such consent shall become effective only:
provided, however, in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting must remain open for not less than 20 days from the date the ballot is delivered.
(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 who have not voted, and (2) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those members entitled to vote who have not consented in writing.
without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed either:
(c) In the event that the action which is approved consented to is such as would have required the filing of a SB1390 Engrossed - 7 - LRB096 08993 AJO 19132 b certificate under any other Section of this Act if such action had been voted on by the members at a meeting thereof, the certificate filed under such other Section shall state, in lieu of any statement required by such Section concerning any vote of members, that an informal vote written consent has been conducted given in accordance with the provisions of this Section and that written notice has been delivered as provided in this Section.
(i) by all of the members entitled to vote with respect to the subject matter thereof, or (ii) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voting.
SB1390 Enrolled - 7 - LRB096 08993 AJO 19132 b (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.
, and (2) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those members entitled to vote who have not consented in writing.
(c) In the event that the action which is approved consented to is such as would have required the filing of a certificate under any other Section of this Act if such action had been voted on by the members at a meeting thereof, the certificate filed under such other Section shall state, in lieu of any statement required by such Section concerning any vote of members, that an informal vote written consent has been conducted given in accordance with the provisions of this Section and that written notice has been delivered as provided in this Section.
(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws.
(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged SB1390 Enrolled - 8 - LRB096 08993 AJO 19132 b or denied to the extent specified in the articles of incorporation or the bylaws.
(c) If a corporation has no members or its members have no right to vote with respect to a particular matter, the SB1390 Engrossed - 8 - LRB096 08993 AJO 19132 b directors shall have the sole voting power with respect to such matter.
(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 such matter.
Unless otherwise prohibited by the articles of incorporation or bylaws, the election of directors, officers, or representatives by members may be conducted by mail, e-mail, or any other electronic means as set forth in subsection (a) of Section 107.10.
Unless otherwise prohibited by the articles of incorporation or bylaws, the election of directors, officers, SB1390 Enrolled - 9 - LRB096 08993 AJO 19132 b or representatives by members may be conducted by mail, e-mail, or any other electronic means as set forth in subsection (a) of Section 107.10.
and SB1390 Engrossed - 9 - LRB096 08993 AJO 19132 b shall keep at its registered office or principal office a record giving the names and addresses of its members entitled to vote.
and shall keep at its registered office or principal office a record giving the names and addresses of its members entitled to vote.
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 as may be proper.
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 as SB1390 Enrolled - 10 - LRB096 08993 AJO 19132 b may be proper.
(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 SB1390 Engrossed - 10 - LRB096 08993 AJO 19132 b 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.
(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.
(a) Each corporation shall have a board of directors, and except as provided in articles of incorporation, the affairs of the corporation shall be managed by or under the direction of the board of directors.
(a) Each corporation shall have a board of directors, and except as provided in articles of incorporation, the affairs of the corporation shall be managed by or under the direction of SB1390 Enrolled - 11 - LRB096 08993 AJO 19132 b the board of directors.
(c) Unless otherwise provided in the articles of incorporation or bylaws, the board of directors, by the affirmative vote of a majority of the directors then in office, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, notwithstanding the provisions of SB1390 Engrossed - 11 - LRB096 08993 AJO 19132 b Section 108.60 of this Act.
(c) Unless otherwise provided in the articles of incorporation or bylaws, the board of directors, by the affirmative vote of a majority of the directors then in office, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, notwithstanding the provisions of Section 108.60 of this Act.
The number of directors may be increased or decreased from time to time by amendment to the bylaws.
The number of directors may be SB1390 Enrolled - 12 - LRB096 08993 AJO 19132 b increased or decreased from time to time by amendment to the bylaws.
The term of a director elected to fill a vacancy expires at the next annual SB1390 Engrossed - 12 - LRB096 08993 AJO 19132 b 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.
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.
provided, however, such amendment has been approved by the party with the authority to elect or appoint such directors does not shorten an incumbent director's term.
SB1390 Enrolled - 13 - LRB096 08993 AJO 19132 b provided, however, such amendment has been approved by the party with the authority to elect or appoint such directors does not shorten an incumbent director's term.
SB1390 Engrossed - 13 - LRB096 08993 AJO 19132 b (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.
(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.
In the case of a corporation having a board of directors which is classified in accordance with subsection 108.10(e) of this Act, no director may be removed except for cause if the articles of incorporation or the bylaws so provide.
In the case of a corporation having a board of directors which is classified SB1390 Enrolled - 14 - LRB096 08993 AJO 19132 b in accordance with subsection 108.10(e) of this Act, the articles of incorporation or bylaws may provide that such directors may only be removed for cause no director may be removed except for cause if the articles of incorporation or the bylaws so provide.
(1) A director may be removed by the affirmative vote of two-thirds of the votes present and voted, either in person or SB1390 Engrossed - 14 - LRB096 08993 AJO 19132 b by proxy.
(1) A director may be removed by the affirmative vote of two-thirds of the votes present and voted, either in person or by proxy.
(3) In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed, with or without cause, if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors.
(3) In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed, with or without cause, if the votes cast against SB1390 Enrolled - 15 - LRB096 08993 AJO 19132 b his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors.
(d) The provisions of subsections (a), (b) and (c) shall not preclude the Circuit Court from removing a director of the corporation from office in a proceeding commenced either by the corporation or by members entitled to vote holding at least 10 percent of the outstanding votes of any class if the court finds (1) the director is engaged in fraudulent or dishonest conduct or has grossly abused his or her position to the detriment of the corporation, and (2) removal is in the best SB1390 Engrossed - 15 - LRB096 08993 AJO 19132 b interest of the corporation.
(d) The provisions of subsections (a), (b) and (c) shall not preclude the Circuit Court from removing a director of the corporation from office in a proceeding commenced either by the corporation or by members entitled to vote holding at least 10 percent of the outstanding votes of any class if the court finds (1) the director is engaged in fraudulent or dishonest conduct or has grossly abused his or her position to the detriment of the corporation, and (2) removal is in the best interest of the corporation.
(a) Unless specifically prohibited by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the board of directors of a corporation, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and all of any nondirector committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.
(a) Unless specifically prohibited by the articles of incorporation or bylaws, any action required by this Act to be taken at a SB1390 Enrolled - 16 - LRB096 08993 AJO 19132 b meeting of the board of directors of a corporation, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and all of any nondirector committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.
The action taken shall be effective when all the directors or the committee members, as SB1390 Engrossed - 16 - LRB096 08993 AJO 19132 b the case may be, have approved the consent unless the consent specifies a different effective date.
The action taken shall be effective when all the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date.
Conflicting interest transactions.
(a) A contract or transaction between a corporation and one or more of its members, directors, members of a designated body, or officers or between a corporation and any other corporation, partnership, association, or other entity in which one or more of its directors, members of a designated body, or officers are directors or officers, hold a similar position, or have a financial interest, is not void or voidable solely for that reason, or solely because the member, director, member of a designated body, or officer is present at or participates in the meeting of the board of directors or committee having the authority of the board that authorizes the contract or transaction, or solely because his, her, or their votes are counted for that purpose, if:
(a) If a transaction is fair to a corporation at the time it is SB1390 Enrolled - 17 - LRB096 08993 AJO 19132 b authorized, approved, or ratified, the fact that a director of the corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.
(1) the material facts as to the relationship or interest and as to the contract or transaction are SB1390 Engrossed - 17 - LRB096 08993 AJO 19132 b disclosed or are known to the board of directors or committee having the authority of the board and the board or such committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum;
(b) In a proceeding contesting the validity of a transaction described in subsection (a), the person asserting validity has the burden of proving fairness unless:
(2) the material facts as to the relationship or interest of the member, director, or officer and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, if any, and the contract or transaction is specifically authorized, approved, or ratified in good faith by vote of those members;
or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved, or ratified by the board of directors or the members.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board or committee having the authority of the board that authorizes a contract or transaction specified in subsection (a).
(c) This Section is applicable except as otherwise restricted in the articles of incorporation or bylaws.
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(a) If a transaction is fair to a corporation at the time it is authorized, approved, or ratified, the fact that a director of the corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.
(b) In a proceeding contesting the validity of a SB1390 Engrossed - 18 - LRB096 08993 AJO 19132 b transaction described in subsection (a), the person asserting validity has the burden of proving fairness unless:
(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.
(d) For purposes of this Section, a director is "indirectly" a party to a transaction if the other party to the SB1390 Enrolled - 18 - LRB096 08993 AJO 19132 b 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.
(e) The provisions of this Section do not apply where a director of the corporation is directly or indirectly a party to a transaction involving a grant or contribution, without consideration, by one organization to another.
84-1423.) SB1390 Engrossed - 19 - LRB096 08993 AJO 19132 b (805 ILCS 105/108.70) (from Ch.
84-1423.) (805 ILCS 105/108.70) (from Ch.
(b) No director of a corporation organized under this Act or any predecessor Act for the purposes identified in items (14), (19), (21) and (22) of subsection (a) of Section 103.05 of this Act, and exempt or qualified for exemption from taxation pursuant to Section 501(c) of the Internal Revenue Code of 1986, as amended, shall be liable, and no cause of action may be brought for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director, unless:
(b) No director of a corporation organized under this Act or any predecessor Act for the purposes identified in items (14), (19), (21) and (22) of subsection (a) of Section 103.05 of this Act, and exempt or qualified for exemption from SB1390 Enrolled - 19 - LRB096 08993 AJO 19132 b taxation pursuant to Section 501(c) of the Internal Revenue Code of 1986, as amended, shall be liable, and no cause of action may be brought for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director, unless:
SB1390 Engrossed - 20 - LRB096 08993 AJO 19132 b (b-5) Except for willful and wanton conduct, no volunteer board member serving without compensation, other than reimbursement for actual expenses, of a corporation organized under this Act or any predecessor Act and exempt, or qualified for exemption, from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, shall be liable, and no action may be brought, for damages resulting from any action of the executive director concerning the false reporting of or intentional tampering with financial records of the organization, where the actions of the executive director result in legal action.
(b-5) Except for willful and wanton conduct, no volunteer board member serving without compensation, other than reimbursement for actual expenses, of a corporation organized under this Act or any predecessor Act and exempt, or qualified for exemption, from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, shall be liable, and no action may be brought, for damages resulting from any action of the executive director concerning the false reporting of or intentional tampering with financial records of the organization, where the actions of the executive director result in legal action.
(c) No person who, without compensation other than reimbursement for actual expenses, renders service to or for a corporation organized under this Act or any predecessor Act and exempt or qualified for exemption from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, shall be liable, and no cause of action may be brought, for damages resulting from an act or omission in rendering such services, unless the act or omission involved SB1390 Engrossed - 21 - LRB096 08993 AJO 19132 b willful or wanton conduct.
SB1390 Enrolled - 20 - LRB096 08993 AJO 19132 b (c) No person who, without compensation other than reimbursement for actual expenses, renders service to or for a corporation organized under this Act or any predecessor Act and exempt or qualified for exemption from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, shall be liable, and no cause of action may be brought, for damages resulting from an act or omission in rendering such services, unless the act or omission involved willful or wanton conduct.
(3) If the amendment was adopted pursuant to Section 110.15 of this Act:
(3) If the amendment was adopted pursuant to Section SB1390 Enrolled - 21 - LRB096 08993 AJO 19132 b 110.15 of this Act:
SB1390 Engrossed - 22 - LRB096 08993 AJO 19132 b (4) If the amendment was adopted pursuant to Section 110.20 of this Act:
(4) If the amendment was adopted pursuant to Section 110.20 of this Act:
or (ii) A statement that the amendment was adopted by written, electronic, or other acceptable means consent signed 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.
or (ii) A statement that the amendment was adopted by written consent signed 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.
(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;
SB1390 Enrolled - 22 - LRB096 08993 AJO 19132 b (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 SB1390 Engrossed - 23 - LRB096 08993 AJO 19132 b restated articles.
(iii) The address of the registered office and the name of the registered agent on the date of filing the restated articles.
(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;
(ii) A statement that the period of duration will SB1390 Enrolled - 23 - LRB096 08993 AJO 19132 b be perpetual, or, if a limited duration is to be provided, the date to which the period of duration is to be extended;
(b) When the provisions of this Section have been complied SB1390 Engrossed - 24 - LRB096 08993 AJO 19132 b with, the Secretary of State shall file the articles of amendment.
(b) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of amendment.
7-1-01.) SB1390 Engrossed - 25 - LRB096 08993 AJO 19132 b INDEX Statutes amended in order of appearance 805 ILCS 105/101.80 from Ch.
7-1-01.)
32, par.
101.80 805 ILCS 105/103.12 from Ch.
32, par.
103.12 805 ILCS 105/107.10 from Ch.
32, par.
107.10 805 ILCS 105/107.40 from Ch.
32, par.
107.40 805 ILCS 105/107.50 from Ch.
32, par.
107.50 805 ILCS 105/107.75 from Ch.
32, par.
107.75 805 ILCS 105/108.05 from Ch.
32, par.
108.05 805 ILCS 105/108.10 from Ch.
32, par.
108.10 805 ILCS 105/108.35 from Ch.
32, par.
108.35 805 ILCS 105/108.45 from Ch.
32, par.
108.45 805 ILCS 105/108.60 from Ch.
32, par.
108.60 805 ILCS 105/108.70 from Ch.
32, par.
108.70 805 ILCS 105/110.30 from Ch.
32, par.
110.30
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Action History

  1. Public Act . . . . . . . . . 96-0649

  2. Effective Date January 1, 2010

  3. Governor Approved

  4. Sent to the Governor

  5. Passed Both Houses

  6. House Floor Amendment No. 2 Senate Concurs 056-000-000

  7. House Committee Amendment No. 1 Senate Concurs 056-000-000

  8. House Floor Amendment No. 2 Motion To Concur Recommended Do Adopt Judiciary; 010-000-000

  9. House Committee Amendment No. 1 Motion To Concur Recommended Do Adopt Judiciary; 010-000-000

  10. House Floor Amendment No. 2 Motion to Concur Assignments Referred to Judiciary

  11. House Committee Amendment No. 1 Motion to Concur Assignments Referred to Judiciary

  12. House Floor Amendment No. 2 Motion to Concur Referred to Assignments

  13. House Floor Amendment No. 2 Motion to Concur Filed with Secretary Sen. A. J. Wilhelmi

  14. House Committee Amendment No. 1 Motion to Concur Referred to Assignments

  15. House Committee Amendment No. 1 Motion to Concur Filed with Secretary Sen. A. J. Wilhelmi

  16. Placed on Calendar Order of Concurrence House Amendment(s) 1, 2 - May 21, 2009

  17. Secretary's Desk - Concurrence House Amendment(s) 1, 2

  18. Third Reading - Short Debate - Passed 116-000-000

  19. Added Alternate Chief Co-Sponsor Rep. Jack McGuire

  20. Placed on Calendar Order of 3rd Reading - Short Debate

  21. House Floor Amendment No. 2 Adopted by Voice Vote

  22. Second Reading - Short Debate

  23. House Floor Amendment No. 2 Recommends Be Adopted Rules Committee; 004-000-000

  24. House Floor Amendment No. 2 Referred to Rules Committee

  25. House Floor Amendment No. 2 Filed with Clerk by Rep. John A. Fritchey

  26. Added Alternate Co-Sponsor Rep. Al Riley

  27. Placed on Calendar 2nd Reading - Short Debate

  28. Do Pass as Amended / Short Debate Judiciary I - Civil Law Committee; 015-000-001

  29. House Committee Amendment No. 1 Adopted in Judiciary I - Civil Law Committee; by Voice Vote

  30. House Committee Amendment No. 1 Filed with Clerk by Judiciary I - Civil Law Committee

  31. Assigned to Judiciary I - Civil Law Committee

  32. Referred to Rules Committee

  33. First Reading

  34. Chief House Sponsor Rep. John A. Fritchey

  35. Placed on Calendar Order of First Reading

  36. Arrived in House

  37. Senate Floor Amendment No. 2 Tabled Pursuant to Rule 5-4(a)

  38. Third Reading - Passed; 058-000-000

  39. Placed on Calendar Order of 3rd Reading

  40. Senate Floor Amendment No. 1 Adopted; Wilhelmi

  41. Recalled to Second Reading

  42. Added as Co-Sponsor Sen. Randall M. Hultgren

  43. Senate Floor Amendment No. 1 Motion Prevailed Wilhelmi - Motion (M1) to take from Table

  44. Senate Floor Amendment No. 1 Be Approved for Consideration Assignments; Wilhelmi - Motion (M1) to take from Table

  45. Senate Floor Amendment No. 1 Motion Filed Sen. A. J. Wilhelmi; I move to take from the table Floor Amendment #1 to SB 1390

  46. Placed on Calendar Order of 3rd Reading March 31, 2009

  47. Senate Floor Amendment No. 1 Tabled

  48. Senate Floor Amendment No. 1 Withdrawn by Sen. A. J. Wilhelmi

  49. Second Reading

  50. Senate Floor Amendment No. 2 Referred to Assignments

  51. Senate Floor Amendment No. 2 Filed with Secretary by Sen. A. J. Wilhelmi

  52. Senate Floor Amendment No. 1 Recommend Do Adopt Judiciary; 010-000-000

  53. Senate Floor Amendment No. 1 Assignments Refers to Judiciary

  54. Senate Floor Amendment No. 1 Referred to Assignments

  55. Senate Floor Amendment No. 1 Filed with Secretary by Sen. A. J. Wilhelmi

  56. Placed on Calendar Order of 2nd Reading March 6, 2009

  57. Do Pass Judiciary; 009-000-000

  58. Added as Chief Co-Sponsor Sen. Pamela J. Althoff

  59. Postponed - Judiciary

  60. Assigned to Judiciary

  61. Referred to Assignments

  62. First Reading

  63. Chief Co-Sponsor Sen. Kirk W. Dillard

  64. Filed with Secretary by Sen. A. J. Wilhelmi

Sponsors

  • A. J. Wilhelmi · Cosponsor
  • Al Riley · Cosponsor

Sponsorship breakdown

Export CSV (upgrade) →

0 sponsors · 2 co-sponsors · 181 not signed on

Sponsors (0)

None.

Co-sponsors (2)

  • A. J. Wilhelmi
  • Al Riley

Not signed on (181)

181 members have not signed on to this bill.

Show all 181 →

"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

Whip count is in markup. Polling the chamber and every recorded vote this session. Only the first open is slow. It’s instant for you after this. Calling the roll · Tallying · Engrossing

Votes

Concurrence

Passed 56 Yea · 0 Nay · 3 Other
Party YeaNayPresentNot Voting
Unaffiliated 47002
Democrat 9000
Republican 0001
Total 56003
% of votes cast 95%0%0%5%
How each member voted (59)
Member Party Vote
Hendon — Yea
McCarter — Yea
Schoenberg — Yea
Silverstein — Yea
Demuzio — Yea
Jacobs — Yea
Hutchinson — Yea
Kotowski — Yea
Lauzen — Yea
Munoz — Yea
Jones, J. — Yea
Link — Yea
Brady — Yea
Sullivan — Yea
Luechtefeld — Yea
Millner — Yea
Noland — Yea
Radogno — Yea
Cullerton — Yea
Steans — Yea
Trotter — Yea
Viverito — Yea
Wilhelmi — Yea
Clayborne — Yea
Cronin — Yea
Crotty — Yea
Dahl — Yea
DeLeo — Yea
Dillard — Not Voting
Duffy — Yea
Forby — Yea
Frerichs — Yea
Garrett — Yea
Haine — Yea
Hultgren — Yea
Pankau — Yea
Raoul — Yea
Righter — Yea
Risinger — Yea
Rutherford — Yea
Sandoval — Yea
Maloney — Yea
Althoff — Yea
Martinez — Not Voting
Bivins — Yea
Bomke — Yea
Bond — Yea
Burzynski — Yea
Meeks — Yea
David Koehler Democrat Yea
Don Harmon Democrat Yea
Emil Jones, III Democrat Yea
Eva-Dina Delgado Democrat Yea
Kimberly A. Lightford Democrat Yea
Lakesia Collins Democrat Yea
Laura M. Murphy Democrat Yea
Linda Holmes Democrat Yea
Mattie Hunter Democrat Yea
Dave Syverson Republican Not Voting

Official roll call →

Passed 56 Yea · 0 Nay · 3 Other
Party YeaNayPresentNot Voting
Unaffiliated 47002
Democrat 9000
Republican 0001
Total 56003
% of votes cast 95%0%0%5%
How each member voted (59)
Member Party Vote
Hultgren — Yea
Kotowski — Yea
Link — Yea
McCarter — Yea
Meeks — Yea
Millner — Yea
Noland — Yea
Schoenberg — Yea
Silverstein — Yea
Demuzio — Yea
Steans — Yea
Jacobs — Yea
Trotter — Yea
Viverito — Yea
Munoz — Yea
Jones, J. — Yea
Wilhelmi — Yea
Brady — Yea
Sullivan — Yea
Cullerton — Yea
Clayborne — Yea
Cronin — Yea
Crotty — Yea
Dahl — Yea
Duffy — Yea
Forby — Yea
Frerichs — Yea
Garrett — Yea
Haine — Yea
Hendon — Yea
Hutchinson — Yea
Maloney — Yea
DeLeo — Yea
Dillard — Not Voting
Pankau — Yea
Radogno — Yea
Raoul — Yea
Righter — Yea
Risinger — Yea
Rutherford — Yea
Sandoval — Yea
Lauzen — Yea
Luechtefeld — Yea
Althoff — Yea
Martinez — Not Voting
Bivins — Yea
Bomke — Yea
Bond — Yea
Burzynski — Yea
David Koehler Democrat Yea
Don Harmon Democrat Yea
Emil Jones, III Democrat Yea
Eva-Dina Delgado Democrat Yea
Kimberly A. Lightford Democrat Yea
Lakesia Collins Democrat Yea
Laura M. Murphy Democrat Yea
Linda Holmes Democrat Yea
Mattie Hunter Democrat Yea
Dave Syverson Republican Not Voting

Official roll call →

Third Reading

Passed 116 Yea · 0 Nay · 2 Other
Party YeaNayPresentNot Voting
Unaffiliated 102001
Democrat 11000
Republican 3001
Total 116002
% of votes cast 98%0%0%2%
How each member voted (118)
Member Party Vote
Hatcher — Yea
Leitch — Yea
Davis, Monique — Yea
Reitz — Yea
Dugan — Yea
Dunkin — Yea
Jefferson — Yea
Kosel — Yea
Lyons — Yea
Mathias — Yea
McAuliffe — Yea
McCarthy — Yea
Mell — Yea
Mendoza — Yea
Moffitt — Yea
Mulligan — Yea
Myers — Yea
Nekritz — Yea
Phelps — Yea
Ryg — Yea
Bradley — Yea
McGuire — Yea
Thapedi — Yea
Brady — Yea
Tryon — Yea
Turner — Yea
Verschoore — Yea
Sullivan — Yea
Wait — Yea
Burke — Yea
Mitchell, Bill — Yea
Washington — Yea
Mitchell, Jerry — Yea
Gordon, Careen — Yea
Gordon, Jehan — Yea
Hannig — Yea
Harris — Yea
Watson — Yea
Cavaletto — Yea
Coladipietro — Yea
Cole — Yea
Colvin — Yea
Connelly — Yea
Durkin — Yea
Eddy — Yea
Farnham — Yea
Flider — Yea
Flowers — Yea
Fortner — Yea
Fritchey — Yea
Froehlich — Yea
Graham — Yea
Hamos — Yea
Hernandez — Yea
Madigan — Yea
Howard — Yea
Winters — Yea
Yarbrough — Yea
Zalewski — Yea
Coulson — Yea
Cross — Yea
Cultra — Yea
Currie — Yea
D'Amico — Yea
Holbrook — Yea
Jackson — Yea
Jakobsson — Yea
Osmond — Yea
Osterman — Yea
Pihos — Yea
Poe — Yea
Pritchard — Yea
Ramey — Yea
Reboletti — Yea
Reis — Yea
Riley — Yea
Sacia — Yea
Saviano — Yea
Schmitz — Yea
Senger — Yea
Soto — Yea
Sommer — Yea
Lang — Yea
Acevedo — Yea
Arroyo — Yea
Bassi — Yea
Beaubien — Yea
Beiser — Yea
Bellock — Yea
Berrios — Yea
Biggins — Yea
Mautino — Yea
Black — Yea
Boland — Yea
May — Yea
Bost — Not Voting
Brauer — Yea
Brosnahan — Yea
Burns — Yea
McAsey — Yea
Franks — Yea
Golar — Yea
Chapa LaVia — Yea
Anthony DeLuca Democrat Yea
Fred Crespo Democrat Yea
Jay Hoffman Democrat Yea
La Shawn K. Ford Democrat Yea
Lakesia Collins Democrat Yea
Mark L. Walker Democrat Yea
Nicholas K. Smith Democrat Yea
Patrick J. Joyce Democrat Yea
Robert "Bob" Rita Democrat Yea
Sara Feigenholtz Democrat Yea
William "Will" Davis Democrat Yea
Brad Stephens Republican Not Voting
Chapin Rose Republican Yea
Chris Miller Republican Yea
Jil Tracy Republican Yea

Official roll call →

Third Reading

Passed 58 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Unaffiliated 48001
Democrat 9000
Republican 1000
Total 58001
% of votes cast 98%0%0%2%
How each member voted (59)
Member Party Vote
Hultgren — Yea
Hutchinson — Yea
Kotowski — Yea
Lauzen — Yea
Demuzio — Yea
Luechtefeld — Yea
Jacobs — Yea
Maloney — Yea
McCarter — Yea
Munoz — Yea
Jones, J. — Yea
Millner — Yea
Brady — Yea
Sullivan — Yea
Noland — Yea
Radogno — Yea
Schoenberg — Yea
Steans — Yea
Trotter — Yea
Viverito — Yea
Cullerton — Yea
Wilhelmi — Yea
Clayborne — Yea
Cronin — Yea
Crotty — Yea
Dahl — Yea
DeLeo — Yea
Dillard — Yea
Duffy — Yea
Forby — Yea
Frerichs — Yea
Garrett — Yea
Haine — Yea
Hendon — Yea
Pankau — Yea
Raoul — Yea
Righter — Yea
Risinger — Yea
Rutherford — Not Voting
Sandoval — Yea
Silverstein — Yea
Link — Yea
Althoff — Yea
Martinez — Yea
Bivins — Yea
Bomke — Yea
Bond — Yea
Burzynski — Yea
Meeks — Yea
David Koehler Democrat Yea
Don Harmon Democrat Yea
Emil Jones, III Democrat Yea
Eva-Dina Delgado Democrat Yea
Kimberly A. Lightford Democrat Yea
Lakesia Collins Democrat Yea
Laura M. Murphy Democrat Yea
Linda Holmes Democrat Yea
Mattie Hunter Democrat Yea
Dave Syverson Republican Yea

Official roll call →

Subjects

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Frequently asked questions

What does SB 1390 do?
Amends the General Not For Profit Corporation Act of 1986. Provides that notices may be delivered by electronic means to an e-mail address, facsimile number, or other appropriate contact (instead of the address) listed on the corporate records. Provides for informal action by voting membership by mail, e-mail, or other electronic means (instead of a written consent by all members entitled to vote) and notice of the informal action must be delivered at least 5 days before the effective date to members who did not vote (instead of a written consent signed by less than all voters is only effective if notice of the proposed action is delivered 5 days before the effective date of the action and if, after the effective date of the consent, prompt written notice of the action is delivered to those who did not give written consent). Provides that writings by directors or members include electronic communications unless prohibited (instead of expressly permitted) by the corporation's bylaws or incorporation articles. Provides that a voting member or the member's agent may examine or copy the corporation's records for a proper purpose and that a disputed records request is decided in circuit court (instead of a member may inspect all books and records for a proper purpose at a reasonable time). Provides that a bylaws amendment eliminating a director position may shorten (instead of may not shorten) the terms of incumbent directors, if approved by those authorized to select the directors. Deletes provision that prohibits the removal, except for cause, of directors of different classes with non-uniform terms. Provides that a transaction between a corporation and a member, director, officer, or any entity in which such an individual has an interest, is not void or voidable solely for that reason if the material facts are disclosed and the board or members in good faith authorize the transaction by a majority vote or the transaction is fair at the time it is authorized (instead of if a transaction is fair to the corporation, the direct or indirect interest of a director is not grounds for invalidating the transaction). Provides that no director shall be liable unless the director earns more than $25,000 (instead of $5,000) per year as a director. Makes other changes.
Who sponsors SB 1390?
SB 1390 is sponsored by A. J. Wilhelmi and Al Riley.
What is the current status of SB 1390?
This bill has been enacted into law. Introduced February 11, 2009. Enacted.
Where can I track SB 1390?
Track SB 1390 free on One Click Politics — get push/email alerts when it moves.

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