Bill Text: IL HB2949 | 2021-2022 | 102nd General Assembly | Introduced

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Bill Title: Amends the Business Corporation Act of 1983. Provides that if the board of directors is authorized to determine the place of a meeting of shareholders, the board of directors may determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. Provides that a corporation may allow shareholders to participate in and act at any meeting of the shareholders through the use of remote connection; however, the corporation shall implement reasonable measures to provide the shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders. Provides that the corporation may implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a shareholder. Makes corresponding changes. Effective immediately.

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Introduced - Dead) 2021-03-27 - Rule 19(a) / Re-referred to Rules Committee [HB2949 Detail]

Download: Illinois-2021-HB2949-Introduced.html

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102ND GENERAL ASSEMBLY State of Illinois 2021 and 2022 HB2949 Introduced , by Rep. Bob Morgan SYNOPSIS AS INTRODUCED:
805 ILCS 5/7.05 from Ch. 32, par. 7.05
805 ILCS 5/7.15 from Ch. 32, par. 7.15
805 ILCS 5/7.30 from Ch. 32, par. 7.30
Amends the Business Corporation Act of 1983. Provides that if the board of directors is authorized to determine the place of a meeting of shareholders, the board of directors may determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. Provides that a corporation may allow shareholders to participate in and act at any meeting of the shareholders through the use of remote connection; however, the corporation shall implement reasonable measures to provide the shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders. Provides that the corporation may implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a shareholder. Makes corresponding changes. Effective immediately.
LRB102 15869 JLS 21238 b
A BILL FOR
HB2949 LRB102 15869 JLS 21238 b
AN ACT concerning business.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Business Corporation Act of 1983 is amended
by changing Sections 7.05, 7.15, and 7.30 as follows:
(805 ILCS 5/7.05) (from Ch. 32, par. 7.05)
Sec. 7.05. Meetings of shareholders.
(a) Meetings of shareholders may be held either within or
without this State, as may be provided in the by-laws or in a
resolution of the board of directors pursuant to authority
granted in the by-laws. In the absence of any such provision,
all meetings shall be held at the registered office of the
corporation in this State. If, pursuant to the by-laws, the
board of directors is authorized to determine the place of a
meeting of shareholders, the board of directors may determine
that the meeting shall not be held at any place, but may
instead be held solely by means of remote communication as
authorized by subsection (c).
(b) An annual meeting of the shareholders shall be held at
such time as may be provided in the by-laws or in a resolution
of the board of directors pursuant to authority granted in the
by-laws. Failure to hold the annual meeting at the designated
time shall not work a forfeiture or dissolution of the

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corporation nor affect the validity of corporate action. If an
annual meeting has not been held within the earlier of six
months after the end of the corporation's fiscal year or
fifteen months after its last annual meeting and if, after a
request in writing directed to the president of the
corporation, a notice of meeting is not given within 60 days of
such request, then any shareholder entitled to vote at an
annual meeting may apply to the circuit court of the county in
which the registered office or principal place of business of
the corporation is located for an order directing that the
meeting be held and fixing the time and place of the meeting.
The court may issue such additional orders as may be necessary
or appropriate for the holding of the meeting.
(c) Unless specifically prohibited by the articles of
incorporation or by-laws, a corporation may allow shareholders
to participate in and act at any meeting of the shareholders
through the use of a conference telephone or interactive
technology, including but not limited to electronic
transmission, Internet usage, or remote communication.
However, the corporation shall implement reasonable measures
to provide the shareholders a reasonable opportunity to
participate in the meeting and to vote on matters submitted to
the shareholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with the
proceedings. The corporation may implement reasonable measures
to verify that each person deemed present and entitled to vote

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at the meeting by means of remote communication is a
shareholder. , by means of which all persons participating in
the meeting can communicate with each other.
(d) A shareholder entitled to vote at a meeting of the
shareholders shall be permitted to attend the meeting at the
designated place where space permits or by means of remote
communication, as applicable, and subject to the corporation's
by-laws and rules governing the conduct of the meeting and the
power of the chairman to regulate the orderly conduct of the
meeting. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person
or persons so participating.
(e) Special meetings of the shareholders may be called by
the president, by the board of directors, by the holders of not
less than one-fifth of all the outstanding shares entitled to
vote on the matter for which the meeting is called or by such
other officers or persons as may be provided in the articles of
incorporation or the by-laws.
(Source: P.A. 94-655, eff. 1-1-06.)
(805 ILCS 5/7.15) (from Ch. 32, par. 7.15)
Sec. 7.15. Notice of shareholders' meetings. Written
notice stating the place, if any, day, and hour of the meeting,
and the means of remote communication, if any, by which
shareholders may be deemed to be present in person and vote at
the meeting, and, in the case of a special meeting, the purpose

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or purposes for which the meeting is called, shall be
delivered not less than 10 nor more than 60 days before the
date of the meeting, or in the case of a merger, consolidation,
share exchange, dissolution or sale, lease or exchange of
assets not less than 20 nor more than 60 days before the date
of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer
or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his or her address as it
appears on the records of the corporation, with postage
thereon prepaid.
(Source: P.A. 83-1025.)
(805 ILCS 5/7.30) (from Ch. 32, par. 7.30)
Sec. 7.30. Voting lists. The officer or agent having
charge of the transfer book for shares of a corporation shall
make, within 20 days after the record date for a meeting of
shareholders or 10 days before such meeting, whichever is
earlier, a complete list of the shareholders entitled to vote
at such meeting, arranged in alphabetical order, with the
address of and the number of shares held by each, which list,
for a period of 10 days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be
subject to inspection by any shareholder, and to copying at

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the shareholder's expense, at the registered office of the
corporation at any time during usual business hours or on a
reasonably accessible electronic network, at the corporation's
election. If the corporation determines to make the list
available on an electronic network, the corporation may take
reasonable steps to ensure that such information is available
only to shareholders of the corporation. Such list shall also
be produced and kept open at the time and place of the meeting,
or on a reasonably accessible electronic network if the
meeting will be held solely by means of remote communication,
and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share
ledger or transfer book, or a duplicate thereof kept in this
State, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.
Failure to comply with the requirements of this Section
shall not affect the validity of any action taken at such
meeting.
An officer or agent having charge of the transfer books
who shall fail to prepare the list of shareholders, or keep the
same on file for a period of 10 days, or produce and keep the
same open for inspection at the meeting, as provided in this
Section, shall be liable to any shareholder suffering damage
on account of such failure, to the extent of such damage.
(Source: P.A. 83-1025.)

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Section 99. Effective date. This Act takes effect upon
becoming law.