Sec. 101.80. Definitions.
787 words·~4 min read·
/il/chapter-805/act-105/101-80A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Sec. 101.80. Definitions. As used in this Act, unless the context otherwise requires, the words and phrases defined in this Section shall have the meanings set forth herein.
(a)"Anniversary" means that day each year exactly one or more years after:
(1)The date of filing the articles of incorporation prescribed by Section 102.10 of
this Act, in the case of a domestic corporation;
(2)The date of filing the application for authority prescribed by Section 113.15 of
this Act in the case of a foreign corporation;
(3)The date of filing the statement of acceptance prescribed by Section 101.75 of this
Act, in the case of a corporation electing to accept this Act; or
(4)The date of filing the articles of consolidation prescribed by Section 111.25 of
this Act in the case of a consolidation.
(b)"Anniversary month" means the month in which the anniversary of the corporation occurs.
(c)"Articles of incorporation" means the original articles of incorporation including the articles of incorporation of a new corporation set forth in the articles of consolidation or set forth in a statement of election to accept this Act, and all amendments thereto, whether evidenced by articles of amendment, articles of merger or statement of correction affecting articles. Restated articles of incorporation shall supersede the original articles of incorporation and all amendments thereto prior to the effective date of filing the articles of amendment incorporating the restated articles of incorporation. In the case of a corporation created by a Special Act of the Legislature, "Articles of incorporation" means the special charter and any amendments thereto made by Special Act of the Legislature or pursuant to general laws.
(d)"Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated.
(e)"Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.
(f)"Corporation" or "domestic corporation" means a domestic not-for-profit corporation subject to the provisions of this Act, except a foreign corporation.
(g)"Delivered," for the purpose of determining if any notice required by this Act is effective, means:
(1)Transferred or presented to someone in person;
(2)Deposited in the United States mail addressed to the person at his, her or its
address as it appears on the records of the corporation, with sufficient first-class postage prepaid thereon;
(3)Posted at such place and in such manner or otherwise transmitted to the person's
premises as may be authorized and set forth in the articles of incorporation or the bylaws; or
(4)Transmitted by electronic means to the e-mail address, facsimile number, or other
contact information appearing on the records of the corporation as may be authorized or approved in the articles of incorporation or the bylaws.
(h)"Foreign corporation" means a not-for-profit corporation as defined and organized under the laws other than the laws of this State, for a purpose or purposes for which a corporation may be organized under this Act.
(i)"Incorporator" means one of the signers of the original articles of incorporation.
(j)"Insolvent" means that a corporation is unable to pay its debts as they become due in the usual course of the conduct of its affairs.
(k)"Member" means a person or any organization, whether not for profit or otherwise, having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws.
(l)"Net assets," for the purpose of determining the authority of a corporation to make distributions, is equal to the difference between the assets of the corporation and the liabilities of the corporation.
(m)"Not-for-profit corporation" means a corporation subject to this Act and organized solely for one or more of the purposes authorized by Section 103.05 of this Act.
(n)"Registered office" means that office maintained by the corporation in this State, the address of which is on file in the office of the Secretary of State, at which any process, notice or demand required or permitted by law may be served upon the registered agent of the corporation.
(o)"Special charter" means the charter granted to a corporation created by special act of the Legislature whether or not the term "charter" or "special charter" is used in such special act.
(p)Unless otherwise prohibited by the articles of incorporation or the bylaws of the corporation, actions required to be "written", to be "in writing", to have "written consent", to have "written approval" and the like by or of members, directors, or committee members shall include any communication transmitted or received by electronic means.