(805 ILCS 5/8.10) (from Ch. 32, par. 8.10)
Sec. 8.10. Number, election and resignation of directors. (a) The board of directors of a corporation shall consist of one or more members. The number of directors shall be fixed by the by‑laws, except the number of initial directors shall be fixed by the incorporators in the articles of incorporation or at the organizational meeting. In the absence of a by‑law fixing the number of directors, the number shall be the same as that fixed in the articles of incorporation or at the organizational meeting. The number of directors may be increased or decreased from time to time by amendment to the by‑laws.
(b) The by‑laws may establish a variable range for the size of the board by prescribing a minimum and maximum (which may not exceed the minimum by more than five) number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the directors or the shareholders without further amendment to the by‑laws.
(c) The terms of all directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under subsection (e). The term of a director elected to fill a vacancy expires at the next annual shareholders' meeting at which his or her predecessor's term would have expired. The term of a director elected as a result of an increase in the number of directors expires at the next annual shareholders' meeting unless the term is staggered under subsection (e).
(d) Despite the expiration of a director's term, he or she continues to serve until the next meeting of shareholders at which directors are elected. A decrease in the number of directors does not shorten an incumbent director's term.
(e) If the board of directors consists of six or more members, in lieu of electing the membership of the whole board of directors annually, the articles of incorporation or by‑laws may provide that the directors shall be divided into either two or three classes, each class to be as nearly equal in number as is possible. The term of office of directors of the first class shall expire at the first annual meeting of shareholders after their election, that of the second class shall expire at the second annual meeting after their election, and that of the third class, if any, shall expire at the third annual meeting after their election. At each annual meeting after such classification, the number of directors equal to the number of the class whose terms expire at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes.
(f) If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number or percentage of directors by the holders of one or more authorized classes or series of shares.
(g) A director may resign at any time by giving written notice to the board of directors, its chairman, or to the president or secretary of the corporation. A resignation is effective when the notice is given unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
(Source: P.A. 83‑1025.) |
(805 ILCS 5/8.40) (from Ch. 32, par. 8.40)
Sec. 8.40. Committees.
(a) If the articles of incorporation or by‑laws so provide, a majority of the directors may create one or more committees, each to have one or more members, and appoint members of the board to serve on the committee or committees. A committee's members shall serve at the pleasure of the board.
(b) Unless the appointment by the board of directors requires a greater number, a majority of any committee shall constitute a quorum and a majority of a quorum is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to the provisions of the by‑laws or action by the board of directors, the committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor.
(c) To the extent specified by the board of directors or in the articles of incorporation or by‑laws, each committee may exercise the authority of the board of directors under Section 8.05; provided, however, a committee may not:
(1) authorize distributions, except for dividends to |
| be paid with respect to shares of any preferred or special classes or any series thereof; | |
(2) approve or recommend to shareholders any act |
| this Act requires to be approved by shareholders; | |
(3) fill vacancies on the board or on any of its |
|
(4) elect or remove officers or fix the compensation |
| of any member of the committee; | |
(5) adopt, amend or repeal the by‑laws;
(6) approve a plan of merger not requiring |
|
(7) authorize or approve reacquisition of shares, |
| except according to a general formula or method prescribed by the board; | |
(8) authorize or approve the issuance or sale, or |
| contract for sale, of shares, except that the board may direct a committee (i) to fix the specific terms of the issuance or sale or contract for sale, including without limitation the pricing terms or the designation and relative rights, preferences, and limitations of a series of shares if the board of directors has approved the maximum number of shares to be issued pursuant to such delegated authority or (ii) to fix the price and the number of shares to be allocated to particular employees under an employee benefit plan; or | |
(9) amend, alter, repeal, or take action |
| inconsistent with any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee. | |
(Source: P.A. 91‑464, eff. 1‑1‑00.) |
(805 ILCS 5/8.60) (from Ch. 32, par. 8.60)
Sec. 8.60. Director conflict of interest.
(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 or the director's vote regarding the transaction; provided, however, that in a proceeding contesting the validity of such a transaction, the person asserting validity has the burden of proving fairness unless:
(1) the material facts of the transaction and the |
| director's interest or relationship were disclosed or known to the board of directors or a committee of the board and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum; or | |
(2) the material facts of the transaction and the |
| director's interest or relationship were disclosed or known to the shareholders entitled to vote and they authorized, approved or ratified the transaction without counting the vote of any shareholder who is an interested director. | |
(b) 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.
(Source: P.A. 90‑421, eff. 1‑1‑98.) |
(805 ILCS 5/8.10) (from Ch. 32, par. 8.10)
Sec. 8.10. Number, election and resignation of directors. (a) The board of directors of a corporation shall consist of one or more members. The number of directors shall be fixed by the by‑laws, except the number of initial directors shall be fixed by the incorporators in the articles of incorporation or at the organizational meeting. In the absence of a by‑law fixing the number of directors, the number shall be the same as that fixed in the articles of incorporation or at the organizational meeting. The number of directors may be increased or decreased from time to time by amendment to the by‑laws.
(b) The by‑laws may establish a variable range for the size of the board by prescribing a minimum and maximum (which may not exceed the minimum by more than five) number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the directors or the shareholders without further amendment to the by‑laws.
(c) The terms of all directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under subsection (e). The term of a director elected to fill a vacancy expires at the next annual shareholders' meeting at which his or her predecessor's term would have expired. The term of a director elected as a result of an increase in the number of directors expires at the next annual shareholders' meeting unless the term is staggered under subsection (e).
(d) Despite the expiration of a director's term, he or she continues to serve until the next meeting of shareholders at which directors are elected. A decrease in the number of directors does not shorten an incumbent director's term.
(e) If the board of directors consists of six or more members, in lieu of electing the membership of the whole board of directors annually, the articles of incorporation or by‑laws may provide that the directors shall be divided into either two or three classes, each class to be as nearly equal in number as is possible. The term of office of directors of the first class shall expire at the first annual meeting of shareholders after their election, that of the second class shall expire at the second annual meeting after their election, and that of the third class, if any, shall expire at the third annual meeting after their election. At each annual meeting after such classification, the number of directors equal to the number of the class whose terms expire at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes.
(f) If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number or percentage of directors by the holders of one or more authorized classes or series of shares.
(g) A director may resign at any time by giving written notice to the board of directors, its chairman, or to the president or secretary of the corporation. A resignation is effective when the notice is given unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
(Source: P.A. 83‑1025.) |
(805 ILCS 5/8.40) (from Ch. 32, par. 8.40)
Sec. 8.40. Committees.
(a) If the articles of incorporation or by‑laws so provide, a majority of the directors may create one or more committees, each to have one or more members, and appoint members of the board to serve on the committee or committees. A committee's members shall serve at the pleasure of the board.
(b) Unless the appointment by the board of directors requires a greater number, a majority of any committee shall constitute a quorum and a majority of a quorum is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to the provisions of the by‑laws or action by the board of directors, the committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor.
(c) To the extent specified by the board of directors or in the articles of incorporation or by‑laws, each committee may exercise the authority of the board of directors under Section 8.05; provided, however, a committee may not:
(1) authorize distributions, except for dividends to |
| be paid with respect to shares of any preferred or special classes or any series thereof; | |
(2) approve or recommend to shareholders any act |
| this Act requires to be approved by shareholders; | |
(3) fill vacancies on the board or on any of its |
|
(4) elect or remove officers or fix the compensation |
| of any member of the committee; | |
(5) adopt, amend or repeal the by‑laws;
(6) approve a plan of merger not requiring |
|
(7) authorize or approve reacquisition of shares, |
| except according to a general formula or method prescribed by the board; | |
(8) authorize or approve the issuance or sale, or |
| contract for sale, of shares, except that the board may direct a committee (i) to fix the specific terms of the issuance or sale or contract for sale, including without limitation the pricing terms or the designation and relative rights, preferences, and limitations of a series of shares if the board of directors has approved the maximum number of shares to be issued pursuant to such delegated authority or (ii) to fix the price and the number of shares to be allocated to particular employees under an employee benefit plan; or | |
(9) amend, alter, repeal, or take action |
| inconsistent with any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee. | |
(Source: P.A. 91‑464, eff. 1‑1‑00.) |
(805 ILCS 5/8.60) (from Ch. 32, par. 8.60)
Sec. 8.60. Director conflict of interest.
(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 or the director's vote regarding the transaction; provided, however, that in a proceeding contesting the validity of such a transaction, the person asserting validity has the burden of proving fairness unless:
(1) the material facts of the transaction and the |
| director's interest or relationship were disclosed or known to the board of directors or a committee of the board and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum; or | |
(2) the material facts of the transaction and the |
| director's interest or relationship were disclosed or known to the shareholders entitled to vote and they authorized, approved or ratified the transaction without counting the vote of any shareholder who is an interested director. | |
(b) 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.
(Source: P.A. 90‑421, eff. 1‑1‑98.) |