ILLINOIS CONDOMINIUM ASSOCIATION
MEETINGS AND ELECTIONS
RELEVANT PROVISIONS OF THE ILLINOIS
NOT FOR PROFIT CORPORATION ACT
(805 ILCS 105/107.05) (from Ch. 32, par. 107.05)
Sec. 107.05. Meeting of members.
(a) Meetings of members may be held either within or without this State, as may be provided in the bylaws or in a resolution of the board of directors pursuant to authority granted in the bylaws. In the absence of any such provision, all, meetings shall be held at the registered office of the corporation in this State.
(b) An annual meeting of the members entitled to vote may be held at such time as may be provided in the bylaws or in a resolution of the board of directors pursuant to authority granted in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation nor affect the validity of corporate If an annual meeting has not been held within the later 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 delivered to members entitled to vote within 60 days of such request, then any member 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) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members entitled to vote as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to vote who are entitled to call a meeting, a special meeting of members entitled to vote may be called by such members having one twentieth of the votes entitled to be cast at such meeting.
(d) Unless specifically prohibited by the articles of incorporation or bylaws, a corporation may allow members entitled to vote to participate in and act at any meeting through the use of a conference telephone or interactive
technology, including but not limited to electronic transmission, Internet usage, or remote communication, by
means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
(e) For meetings of a not for profit corporation organized for the purpose of residential cooperative housing, consisting of 50 or more single family dwellings with individual unit legal descriptions based upon a recorded plat of a subdivision, and located in a county containing a population between 780,000 and 3,000,000 inhabitants, any member may record by tape, film, or other means the proceedings at the meetings. The board or the membership may prescribe reasonable rules and regulations to govern the making of the recordings. The portion of any meeting held to discuss violations of rules and regulations of the corporation by a residential shareholder shall be recorded only with the affirmative assent of that shareholder.
(Source: P.A. 91 465, eff. 8 6 99; 92 771, eff. 8 6 02.)
(805 ILCS 105/107.15) (from Ch. 32, par. 107.15)
Sec. 107. 15. Notice of members' meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 60 days before the date of the meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. 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 3,00,000 shall, in addition to the other requirements of this Section, post notice of member's meetings in conspicuous places in the residential cooperative at least 48 hours prior to the meeting of the members.
(Source: P.A. 91 465, eff. 8 6 99.)
(805 ILCS 105/107.20) (from Ch. 32, par. 107.20)
Sec. 107.20. Waiver of notice. Whenever any notice whatever is required to be given under the provisions of this Act or under the provisions of the articles of incorporation or bylaws of any corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
(Source: P.A. 84 1423.)
(805 ILCS 105/107.35) (from Ch. 32, par. 107.35)
Sec. 107.35. Inspectors. At any meeting of members, the chairman of the meeting may, or upon the request of any members shall, appoint one or more persons as inspectors for such meeting, unless an inspector or inspectors shall have been previously appointed for such meeting in the manner provided by the bylaws of the corporation.
Such inspectors shall ascertain and report the number of votes represented at the meeting, based upon their determination of the validity and effect of proxies; count ail votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality an fairness to ail the members.
Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of votes represented at the meeting and the results of the voting shall be prima facie evidence thereof.
(Source: P.A. 84 1423.)
(805 ILCS 105/107.50) (from Ch. 32, par. 107.50)
Sec. 107.50. Proxies. A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, by proxy executed in writing by the member or by that member's duly authorized attorney in fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.
(Source: P.A. 84 1423.)
(805 ILCS 105/108.05) (from Ch. 32, par. 108 05)
Sec. 108.05. Board of directors.
(a) Each corporation shall have a board of directors, and except as provided in articles of incorporation or the bylaws, the affairs of the corporation shall be managed by or under the direction of the board of directors.
(b) The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a member of the corporation unless the articles of incorporation or bylaws so prescribe. The articles of incorporation or the bylaws may prescribe other qualifications for directors.
(c) Unless otherwiseprovided in thearticlesof incorporation or bylaws, the board of directors, by the affirmative vote of a majority of thedirectors then in office, shall haveauthority 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.
(d) No director may act by proxy on any matter.
(Source: P.A. 87 854.)
(805 ILCS 105/108.10) (from Ch. 32, par. 108 10)
Sec. 108.10. Number, election and resignation of directors.
(a) The board of directors of a corporation shall consist of three or more directors. The number of directors shall be fixed by the bylaws, except the number of initial directors shall be fixed by the incorporators in the articles of incorporation. In the absence of a bylaw fixing the number of directors, the number shall be the same as that fixed in the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment of the bylaws.
(b) The bylaws may establish a variable range for the size of the board by prescribing a minimum and maximum (which may not be less than 3 or exceed the minimum by more than 5) number of directors. If a variable range is established, unless the bylaws otherwise provide, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the directors without further amendment to the bylaws.
(c) The terms of all directors expire at the next meeting for the election of directors 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 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 as a result of an increase in the number of directors expires at the next annual meeting of members entitled to vote 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 members entitled to vote on directors at which directors are elected. A decrease in the number of directors does not shorten an incumbent director's term.
(e) The articles of incorporation or the bylaws may provide that directors may be divided into classes and the terms of office of several classes need not be uniform. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified.
(f) If the articles of incorporation or bylaws authorize dividing the members into classes, the articles may also authorize the election of all or a specified number or percentage of directors by one or more authorized classes of members.
(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. A resignation is effective when the notice is delivered 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. 84 1423.)
(805 ILCS 105/108.15) (from Ch. 32, par. 108.15)
Sec. 108.15. Quorum of directors.
(a) Unless otherwise provided in the articles of incorporation or the bylaws, a majority of the directors then in office shall constitute a quorum; provided, that in no event shall a quorum consist of less than one third of the directors then in office.
(b) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.
(c) Unless specifically prohibited by the articles of incorporation or bylaws, directors or nondirector committee members may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all : sons participating in the meeting can communicate with each I other Participation in such meeting shall constitute :, endance and presence in person at the meeting of the person or persons so participating.
(Source: P.A. 84 1423.)
(805 ILCS 105/108.21) (from Ch. 32, par. 108.21)
Sec. 108.21. Meetings of the board of directors of a not for profit homeowners association or residential cooperative not for profit corporation shall be open to any member, except for the portion of any meeting held (i) to discuss litigation when an action against or on behalf of the corporation has been filed and is pending in a court or administrative tribunal, or when the board of directors finds that such an action is probable or imminent, (ii) to consider information regarding appointment, employment or dismissal of an employee, or (iii) to discuss violations of rules and regulations of the corporation. Any member may record by tape, film or other means the proceedings at such meetings or portions thereof required to be open by this Section. The board may prescribe reasonable rules and regulations to govern the right to make such recordings. Notice of such meetings shall be mailed or delivered at least 48 hours prior thereto, unless a written waiver of such notice is signed by the person or persons entitled to such notice pursuant to the articles of incorporation, bylaws, other instrument before the meeting is convened. Copies of notices of meetings of the board of directors shall be posted in entranceways, elevators, or other conspicuous places at least 48 hours prior to the meeting of the board of directors. If there is no common entranceway for 7 or more units, the board of directors may designate one or More locations in the proximity of such units where the =:ices of meetings shall be posted. For purposes of this Section, "meeting of the board of directors" means any gathering of a quorum of the members of the board of directors held for the purpose of discussing business of the homeowners association or cooperative. The provisions of this Section shall apply to any homeowners association or residential cooperative situated in the State of Illinois regardless of where it may be incorporated.
(Source: P.A. 94 1099, eff. 2 2 07.)
(805 ILCS 105/108.25) (from Ch. 32, par. 108.25)
Sec. 108.25. Notice of directors' meetings. Meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless provided otherwise in the articles of incorporation or the bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, except that no special meeting of directors may remove a director under Section 108.35(b) of this Act unless written notice of the proposed removal is delivered to all directors at least twenty days prior to such meeting.
(Source: P.A. 84 1423.)
