Sec. 35B-20. Requirements of a plan of division.
171 words·~1 min read·
/il/chapter-215/act-5/35b-20A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Sec. 35B-20. Requirements of a plan of division.
(a)A domestic stock company shall not file a plan of division with the Director unless the plan of division has been approved in accordance with:
(1)any applicable provisions of its articles of incorporation and bylaws; and
(2)all laws of this State governing the internal affairs of a domestic stock company
that provide for approval of a merger.
(b)If any provision of the articles of incorporation or bylaws of a domestic stock company requires that a specific number or percentage of board of directors or shareholders approve the proposal or adoption of a plan of merger, or imposes other special procedures for the proposal or adoption of a plan of merger, such domestic stock company shall adhere to such provision in proposing or adopting a plan of division. If any provision of the articles of incorporation or bylaws of a domestic stock company is amended, such amendment shall thereafter apply to a division only in accordance with its express terms.