Bill Text: IL SB2604 | 2015-2016 | 99th General Assembly | Enrolled
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Amends the Assumed Business Name Act. Provides that filings under the Act shall be in the manner prescribed by the County Clerk. Provides for the renewal of assumed business names every 5 years in counties with a population of 4,000,000 or more inhabitants. Effective immediately.
Spectrum: Partisan Bill (Democrat 6-0)
Status: (Failed) 2016-11-30 - Total Veto Stands [SB2604 Detail]
Download: Illinois-2015-SB2604-Enrolled.html
Bill Title: Amends the Assumed Business Name Act. Provides that filings under the Act shall be in the manner prescribed by the County Clerk. Provides for the renewal of assumed business names every 5 years in counties with a population of 4,000,000 or more inhabitants. Effective immediately.
Spectrum: Partisan Bill (Democrat 6-0)
Status: (Failed) 2016-11-30 - Total Veto Stands [SB2604 Detail]
Download: Illinois-2015-SB2604-Enrolled.html
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1 | AN ACT concerning business.
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2 | Be it enacted by the People of the State of Illinois,
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3 | represented in the General Assembly:
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4 | Section 5. If and only if Senate Bill 2531 of the 99th | ||||||
5 | General Assembly becomes law in the form in which it passed the | ||||||
6 | House of Representatives, then the General Not For Profit | ||||||
7 | Corporation Act of 1986 is amended by changing Sections 101.80 | ||||||
8 | and 107.03 as follows:
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9 | (805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
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10 | Sec. 101.80. Definitions. As used in this Act, unless
the | ||||||
11 | context otherwise requires, the words and phrases
defined in | ||||||
12 | this Section shall have the meanings set forth
herein.
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13 | (a) "Anniversary" means that day each year exactly one or
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14 | more years after:
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15 | (1) The date of filing the articles of
incorporation | ||||||
16 | prescribed by Section 102.10 of this Act, in
the case of a
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17 | domestic corporation;
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18 | (2) The date of filing the application for
authority | ||||||
19 | prescribed by Section 113.15 of this Act in the case of a | ||||||
20 | foreign
corporation;
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21 | (3) The date of filing the statement of
acceptance | ||||||
22 | prescribed by Section 101.75 of this Act, in the case of a
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23 | corporation electing to accept this Act; or
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1 | (4) The date of filing the articles of
consolidation
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2 | prescribed by Section 111.25 of this Act in the case of a
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3 | consolidation.
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4 | (b) "Anniversary month" means the month in which the
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5 | anniversary of the corporation occurs.
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6 | (c) "Articles of incorporation" means the original | ||||||
7 | articles
of incorporation including the articles of | ||||||
8 | incorporation of
a new corporation set forth in the articles of | ||||||
9 | consolidation
or set forth in a statement of election to accept | ||||||
10 | this Act,
and all amendments thereto, whether evidenced by | ||||||
11 | articles of
amendment, articles of merger or statement of | ||||||
12 | correction
affecting articles. Restated articles of | ||||||
13 | incorporation
shall supersede the original articles of | ||||||
14 | incorporation and
all amendments thereto prior to the effective | ||||||
15 | date of filing
the articles of amendment incorporating the | ||||||
16 | restated
articles of incorporation. In the case of a | ||||||
17 | corporation
created by a Special Act of the Legislature, | ||||||
18 | "Articles of
incorporation" means the special charter and any | ||||||
19 | amendments
thereto made by Special Act of the Legislature or | ||||||
20 | pursuant
to general laws.
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21 | (d) "Board of directors" means the group of persons vested
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22 | with the management of the affairs of the corporation
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23 | irrespective of the name by which such group is designated.
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24 | (e) "Bylaws" means the code or codes of rules adopted for
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25 | the regulation or management of the affairs of the
corporation | ||||||
26 | irrespective of the name or names by which such
rules are |
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1 | designated.
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2 | (f) "Corporation" or "domestic corporation" means a
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3 | domestic not-for-profit corporation subject to the
provisions | ||||||
4 | of this Act, except a foreign corporation.
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5 | (g) "Delivered," for the purpose of determining if any
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6 | notice required by this Act is effective, means:
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7 | (1) Transferred or presented to someone in person;
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8 | (2) Deposited in the United States mail addressed to
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9 | the person at his, her or its address as it appears on the
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10 | records of the corporation, with sufficient first-class
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11 | postage prepaid thereon;
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12 | (3) Posted at such place and in such manner or
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13 | otherwise transmitted to the person's premises as may be
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14 | authorized and set forth in the articles of incorporation | ||||||
15 | or
the bylaws; or
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16 | (4) Transmitted by electronic means to the e-mail | ||||||
17 | address, facsimile number, or other contact information | ||||||
18 | appearing on the
records of the corporation as may be | ||||||
19 | authorized or approved in the articles
of incorporation or | ||||||
20 | the bylaws.
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21 | (g-5) "Economic development corporation" means a local | ||||||
22 | not-for-profit, public-private partnership that receives | ||||||
23 | public money to promote the development, establishment, or | ||||||
24 | expansion of industries. "Economic development corporation" | ||||||
25 | does not include a trade association, industry trade group, | ||||||
26 | professional association, or business association that is |
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1 | founded and funded by businesses or individuals operating in a | ||||||
2 | specific industry or profession an organization that receives | ||||||
3 | public money that promotes the development, establishment, or | ||||||
4 | expansion of industries . | ||||||
5 | (h) "Foreign corporation" means a not-for-profit
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6 | corporation as defined and organized under the laws other
than | ||||||
7 | the laws of this State, for a purpose or purposes for
which a | ||||||
8 | corporation may be organized under this Act.
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9 | (i) "Incorporator" means one of the signers of the original
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10 | articles of incorporation.
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11 | (j) "Insolvent" means that a corporation is unable to pay
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12 | its debts as they become due in the usual course of the
conduct | ||||||
13 | of its affairs.
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14 | (j-5) "Labor council" means any organization representing | ||||||
15 | multiple entities that are monitoring or attentive to | ||||||
16 | compliance with public or workers' safety laws, wage and hour | ||||||
17 | requirements, or other statutory requirements or that are | ||||||
18 | making or maintaining collective bargaining agreements. | ||||||
19 | (k) "Member" means a person or any organization, whether
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20 | not for profit or otherwise, having membership rights in a
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21 | corporation in accordance with the provisions of its
articles | ||||||
22 | of incorporation or bylaws.
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23 | (k-5) "Minority group" means a group that is a readily | ||||||
24 | identifiable subset of the U.S. population and that is made up | ||||||
25 | of persons who are any of the following: | ||||||
26 | (1) American Indian or Alaska Native (a person
having |
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1 | origins in any of the original peoples of North and South | ||||||
2 | America, including Central America, and who maintains | ||||||
3 | tribal affiliation or community attachment). | ||||||
4 | (2) Asian (a person having origins in any of the
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5 | original peoples of the Far East, Southeast Asia, or the | ||||||
6 | Indian subcontinent, including, but not limited to, | ||||||
7 | Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, | ||||||
8 | the Philippine Islands, Thailand, and Vietnam). | ||||||
9 | (3) Black or African American (a person having
origins | ||||||
10 | in any of the black racial groups of Africa). Terms such as | ||||||
11 | "Haitian" or "Negro" can be used in addition to "Black or | ||||||
12 | African American". | ||||||
13 | (4) Hispanic or Latino (a person of Cuban,
Mexican, | ||||||
14 | Puerto Rican, South or Central American, or other Spanish | ||||||
15 | culture or origin, regardless of race). | ||||||
16 | (5) Native Hawaiian or Other Pacific Islander (a
person | ||||||
17 | having origins in any of the original peoples of Hawaii, | ||||||
18 | Guam, Samoa, or other Pacific Islands). | ||||||
19 | (6) A woman. | ||||||
20 | (l) "Net assets," for the purpose of determining the
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21 | authority of a corporation to make distributions, is equal
to | ||||||
22 | the difference between the assets of the corporation and
the | ||||||
23 | liabilities of the corporation.
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24 | (m) "Not-for-profit corporation" means a corporation
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25 | subject to this Act and organized solely for one or more of
the | ||||||
26 | purposes authorized by Section 103.05 of this Act.
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1 | (n) "Registered office" means that office maintained by the
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2 | corporation in this State, the address of which is on file
in | ||||||
3 | the office of the Secretary of State, at which any
process, | ||||||
4 | notice or demand required or permitted by law may
be served | ||||||
5 | upon the registered agent of the corporation.
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6 | (o) "Special charter" means the charter granted to a
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7 | corporation created by special act of the Legislature
whether | ||||||
8 | or not the term "charter" or "special charter" is
used in such | ||||||
9 | special act.
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10 | (p) Unless otherwise prohibited by the articles of | ||||||
11 | incorporation or the bylaws
of the corporation, actions | ||||||
12 | required to be "written", to be "in writing", to
have "written
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13 | consent", to have "written approval" and the like by or of | ||||||
14 | members, directors,
or committee
members shall include any | ||||||
15 | communication transmitted or received by electronic
means.
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16 | (Source: P.A. 96-649, eff. 1-1-10; 09900SB2531eng.)
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17 | (805 ILCS 105/107.03) (from Ch. 32, par. 107.03)
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18 | Sec. 107.03. Members.
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19 | (a) A corporation may have one or more classes of members | ||||||
20 | or may have no
members.
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21 | (b) If the corporation has one or more classes of members,
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22 | the designation of the class or classes and the
qualifications | ||||||
23 | and rights of the members of each class shall
be set forth in | ||||||
24 | the articles of incorporation or the bylaws.
The articles of | ||||||
25 | incorporation or the bylaws may provide for
representatives or |
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1 | delegates of members and may establish their
qualifications and | ||||||
2 | rights.
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3 | (c) If the corporation is to have no members, that fact
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4 | shall be set forth in the articles of incorporation or the
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5 | bylaws.
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6 | (d) A corporation may issue certificate evidencing | ||||||
7 | membership therein.
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8 | (e) The transfer of a certificate of membership in a
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9 | not-for-profit corporation in which assets are held for a
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10 | charitable, religious, eleemosynary, benevolent or
educational | ||||||
11 | purpose, shall be without payment of any
consideration of money | ||||||
12 | or property of any kind or value to
the transferor in respect | ||||||
13 | to such transfer. Any transfer in
violation of this Section | ||||||
14 | shall be void.
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15 | (f) Where the articles of incorporation or bylaws provide
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16 | that a corporation shall have no members, or where a
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17 | corporation has under its articles of incorporation, bylaws
or | ||||||
18 | in fact no members entitled to vote on a matter, any
provision | ||||||
19 | of this Act requiring notice to, the presence of,
or the vote, | ||||||
20 | consent or other action by members of the
corporation in | ||||||
21 | connection with such matter shall be
satisfied by notice to, | ||||||
22 | the presence of, or the vote,
consent or other action of the | ||||||
23 | directors of the corporation.
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24 | (g) A residential cooperative not-for-profit corporation | ||||||
25 | containing 50 or
more single family units
with individual unit | ||||||
26 | legal descriptions based upon a recorded plat of a
subdivision
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1 | and located in a county with a population between
780,000 and | ||||||
2 | 3,000,000 shall specifically set forth the qualifications and
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3 | rights of its members in the Articles of Incorporation and the | ||||||
4 | bylaws.
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5 | (h) When an economic development corporation receives any | ||||||
6 | public money in an amount greater than $1,500 annually from a | ||||||
7 | single source , its board shall consist of no less than 2 | ||||||
8 | members of a labor council or councils and not less than 2 | ||||||
9 | members from 2 separate minority groups. The labor council or | ||||||
10 | councils shall represent (i) employees in the construction | ||||||
11 | trades and (ii) employees in the public and private sector. No | ||||||
12 | membership fees, dues, or assessments shall be required. The | ||||||
13 | labor council and minority group members shall be full economic | ||||||
14 | development corporation members with all rights and privileges | ||||||
15 | and shall not be compensated. As used in this subsection, | ||||||
16 | "public money" means any funds from the federal government or a | ||||||
17 | federal agency, the State or a State agency, or any unit of | ||||||
18 | local government , but does not include funds received for job | ||||||
19 | training, apprenticeships, and federally required education . | ||||||
20 | (Source: P.A. 91-465, eff. 8-6-99; 09900SB2531eng.)
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