Sec. 7.05. Meetings of shareholders.

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Sec. 7.05. Meetings of shareholders. Meetings of shareholders may be held either within or without this State, as may be provided in the by-laws or in a resolution of the board of directors pursuant to authority granted in the by-laws. In the absence of any such provision, all meetings shall be held at the principal office of the corporation in this State.

An annual meeting of the shareholders shall be held at such time as may be provided in the by-laws or in a resolution of the board of directors pursuant to authority granted in the by-laws. 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 action. If an annual meeting has not been held within the earlier 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 given within 60 days of such request, then any shareholder 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.

Unless specifically prohibited by the articles of incorporation or by-laws, a corporation may allow shareholders to participate in and act at any meeting of the shareholders by means of remote communication, including, but not limited to, conference telephone or interactive technology, electronic transmission, or Internet usage, by means of which all persons participating in the meeting can communicate with each other. Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures:

(1)to verify that each person participating remotely as a shareholder is a shareholder;

and

(2)to provide to such shareholders a reasonable opportunity to participate in the

meeting and to vote on matters submitted to the shareholders, including the opportunity to communicate and to read or hear the proceedings of the meeting.

A shareholder entitled to vote at a meeting of the shareholders shall be permitted to attend the meeting where space permits (in the case of a meeting at a place), and subject to the corporation's by-laws and rules governing the conduct of the meeting and the power of the chairman to regulate the orderly conduct of the meeting. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Special meetings of the shareholders may be called by the president, by the board of directors, by the holders of not less than one-fifth of all the outstanding shares entitled to vote on the matter for which the meeting is called or by such other officers or persons as may be provided in the articles of incorporation or the by-laws. Only business within the purpose or purposes described in the meeting notice required by Section 7.15 may be conducted at a special meeting of shareholders.

If the special meeting is called by the shareholders, one or more written demands by the holders of the requisite number of votes to be cast on an issue proposed to be considered at the proposed special meeting must be signed, dated, and delivered to the corporation describing the purpose or purposes for which the proposed special meeting is to be held. No written demand by a shareholder for a special meeting shall be effective unless, within 60 days of the earliest date on which such a demand delivered to the corporation as required by this Section was signed, written demands signed by shareholders holding at least the percentage of votes specified in or fixed in accordance with the preceding paragraph of this Section have been delivered to the corporation.

Unless otherwise provided in the articles of incorporation, a written demand by a shareholder for a special meeting may be revoked by a writing to that effect received by the corporation before the receipt by the corporation of demands from shareholders sufficient in number to require the holding of a special meeting. The record date for determining shareholders entitled to demand a special meeting shall be the first date on which a signed shareholder demand is delivered to the corporation.

Unless the by-laws require the meeting of shareholders to be held at a place, the board of directors may determine that any meeting of the shareholders shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in items

(1)and

(2)of this Section.