Sec. 10.15. Amendment by directors.

264 words·~1 min read·/il/chapter-805/act-5/10-15

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Sec. 10.15. Amendment by directors. A majority of the whole board of directors of a corporation may adopt one or more amendments to its articles of incorporation without shareholder action:

(a)to remove the names and addresses of the initial directors if such directors were named in the original articles of incorporation;

(b)to remove the name and address of the initial registered agent or the address of the initial registered office, if a statement of change is on file with the Secretary of State;

(c)to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares is adversely affected.

(d)to split all of the issued and authorized, but unissued, shares of any class, whether or not any shares of the class are issued or outstanding, by multiplying them by a whole number, so long as no class or series of shares is adversely affected.

(e)to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;

(f)to reduce the authorized shares of any class pursuant to a cancellation statement filed with respect to such shares after acquisition by the corporation in circumstances in which the articles of incorporation prohibit reissuance of such shares after acquisition by the corporation; or

(g)to restate its articles of incorporation as currently amended; such restated articles supersede the original articles and all amendments thereto.