(a) Except as provided in Section 110.40 of this Act, the articles of amendment shall be executed and filed in duplicate in accordance with Section 101.10 of this Act and shall set forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If the amendment was adopted pursuant to Section 110.15 of this Act: (i) A statement that the amendment received the affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or (ii) A statement that the amendment was adopted by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act; (4) If the amendment was adopted pursuant to Section 110.20 of this Act: (i) A statement that the amendment was adopted at a meeting of members entitled to vote by the affirmative vote of the members 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, and the date of the meeting; or (ii) A statement that the amendment was adopted 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. (5) If the amendment restates the articles of incorporation, the amendment shall so state and shall set forth: (i) The text of the articles as restated; (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 restated articles. The articles as restated must include all the information required by subsection (a) of Section 102.10 of this Act, except that the articles need not set forth the information required by paragraphs 3, 4 or 5 thereof. If any provision of the articles of incorporation is amended in connection with the restatement, the articles of amendment shall clearly identify such amendment. (6) If, pursuant to Section 110.35 of this Act, the amendment is to become effective subsequent to the date on which the articles of amendment are filed, the date on which the amendment is to become effective. (7) If the amendment revives the articles of incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth: (i) The date the period of duration expired under the articles of incorporation; (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; and (iii) A statement that the corporation has been in continuous operation since before the date of expiration of its original period of duration. (b) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of amendment. 110.15 of this Act: affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act; 110.20 of this Act: a meeting of members entitled to vote by the affirmative vote of the members 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, and the date of the meeting; or 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. incorporation, the amendment shall so state and shall set forth: 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; the name of the registered agent on the date of filing the restated articles. information required by subsection (a) of Section 102.10 of this Act, except that the articles need not set forth the information required by paragraphs 3, 4 or 5 thereof. If any provision of the articles of incorporation is amended in connection with the restatement, the articles of amendment shall clearly identify such amendment. amendment is to become effective subsequent to the date on which the articles of amendment are filed, the date on which the amendment is to become effective. incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth: the articles of incorporation; be perpetual, or, if a limited duration is to be provided, the date to which the period of duration is to be extended; and in continuous operation since before the date of expiration of its original period of duration.
‹ Prev All Illinois sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.