(805 ILCS 105/Art. 1 heading)
(805 ILCS 105/101.01) (from Ch. 32, par. 101.01)
Sec. 101.01. Short title. This Act shall be known and may be cited as the "General Not For Profit Corporation Act of 1986".
(Source: P.A. 84-1423.)
(805 ILCS 105/101.05) (from Ch. 32, par. 101.05)
Sec. 101.05. Powers of Secretary of State. The Secretary of State shall have the power and authority reasonably necessary to administer this Act efficiently and to perform the duties therein imposed.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.10) (from Ch. 32, par. 101.10)
Sec. 101.10. Forms, execution, acknowledgment and filing.
(a) All reports required by this Act to be filed in the office of the Secretary of State shall be made on forms which shall be prescribed and furnished by the Secretary of State. Forms for all other documents to be filed in the office of the Secretary of State shall be furnished by the Secretary of State on request therefor, but the use thereof, unless otherwise specifically prescribed in this Act, shall not be mandatory.
(b) Whenever any provision of this Act specifically requires any document to be executed by the corporation in accordance with this Section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such document shall be executed, in ink, as follows:
(c) The name of a person signing the document and the capacity in which he or she signs shall be stated beneath or opposite his or her signature.
(d) Whenever any provision of this Act requires any document to be verified, such requirement is satisfied by either:
(e) Whenever any provision of this Act requires any document to be filed with the Secretary of State or in accordance with this Section, such requirement means that:
(f) If another Section of this Act specifically prescribes a manner of filing or executing a specified document which differs from the corresponding provisions of this Section, then the provisions of such other Section shall govern.
(Source: P.A. 99-608, eff. 7-22-16.)
(805 ILCS 105/101.11)
Sec. 101.11. Electronic filing. Documents or reports submitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true. Compliance with this Section shall satisfy the signature provisions of Section 101.10 of this Act, which shall otherwise apply.
(Source: P.A. 95-368, eff. 8-23-07.)
(805 ILCS 105/101.15) (from Ch. 32, par. 101.15)
Sec. 101.15. Statement of correction.
(a) Whenever any instrument authorized to be filed with the Secretary of State under any provision of this Act has been so filed and, as of the date of the action therein referred to, contains any misstatement of fact, typographical error, error of transcription or any other error or defect, or was defectively or erroneously executed, such instrument may be corrected by filing, in accordance with Section 101.10 of this Act, a statement of correction.
(b) A statement of correction shall set forth:
(c) A statement of correction shall be executed in the same manner in which the instrument being corrected was required to be executed.
(d) The corrected instrument shall be effective as of the date the original instrument was filed.
(e) A statement of correction shall not:
(Source: P.A. 93-59, eff. 7-1-03.)
(805 ILCS 105/101.20) (from Ch. 32, par. 101.20)
Sec. 101.20. Certificates and certified copies of certain documents to be received in evidence. All certificates issued by the Secretary of State in accordance with the provisions of this Act and all copies of documents filed in the Secretary's office in accordance with the provisions of this Act when certified by him or her, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the Secretary of State under the Great Seal of the State of Illinois, as to the existence or nonexistence of the facts relating to corporations which would not appear from a certified copy of any of the foregoing documents or certificates shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.25) (from Ch. 32, par. 101.25)
Sec. 101.25. Lists of corporations; exchange of information.
(a) The Secretary of State shall include in his or her daily publication lists of business corporations formed on that day as provided in paragraph (1) of subsection (b) of Section 1.25 of the Business Corporation Act of 1983 all not-for-profit corporations formed on the day of publication of such lists and shall publish such information as open data pursuant to that subsection.
(b) The Secretary of State shall include among information to be exchanged with the Department of Healthcare and Family Services, as provided in subsection (c) of Section 1.25 of the Business Corporation Act of 1983, information regarding all not-for-profit corporations formed pursuant to this Act.
(c) Public data sets made available pursuant to this Section are provided for informational purposes only. The Secretary of State does not warrant the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set made available on the web portal, nor are such warranties to be implied or inferred with respect to the public data sets furnished under this Act.
(d) The State is not liable for any deficiencies in the completeness, accuracy, content, or fitness for any particular purpose or use of any public data set or any third-party application utilizing such data set, unless such deficiencies are the result of willful or wanton action of the Secretary of State or its employees or agents.
(Source: P.A. 102-49, eff. 1-1-22.)
(805 ILCS 105/101.30) (from Ch. 32, par. 101.30)
Sec. 101.30. Abstract of corporate record. (a) The Secretary of State may, upon receipt of a written request and payment of a fee as determined by the Secretary, furnish to the person or agency so requesting an abstract of the corporate record of any domestic or foreign corporation licensed to conduct affairs in the State of Illinois. All requests for abstracts shall be made in the manner and the form prescribed by the Secretary of State.
(b) The Secretary of State may certify an abstract of a corporate record upon written request therefor. The fee for such certification shall be $5 in addition to the fee required for furnishing an abstract of record as provided herein. Such certification shall be made under the signature of the Secretary of State and shall be authenticated by the Seal of his or her office.
(c) The fees provided in this Section for abstracts of corporate records and certifications of abstracts shall not be applicable to any federal, state or local governmental agency requesting such information or certification.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.35) (from Ch. 32, par. 101.35)
Sec. 101.35. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of this Act, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary to ascertain whether such corporation has complied with all the provisions of this Act applicable to such corporation. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual they shall be answered by him or her, and if directed to a corporation they shall be answered by the president, vice-president, secretary, or assistant secretary thereof. The Secretary of State need not file any document to which such interrogatories relate until such interrogatories be answered as herein provided, and not then if the answers thereto disclose that such document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this Act.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.40) (from Ch. 32, par. 101.40)
Sec. 101.40. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall the Secretary of State disclose any facts or information obtained therefrom except in so far as official duty may require the same answers to be made public or in the event such interrogatories or the answers thereto as required for evidence in any criminal proceeding or in any other action by the State. Such information disclosed by interrogatories shall be exempt from inspection and copying under "The Freedom of Information Act", certified December 27, 1983, as amended.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.45) (from Ch. 32, par. 101.45)
Sec. 101.45. Judicial review under the Administrative Review Law. If the Secretary of State shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this Act to be approved by the Secretary of State before the same shall be filed in his or her office, the Secretary shall, within 10 days after the delivery thereof to him or her, give written notice of his or her disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. The decision of the Secretary of State is subject to judicial review under the Administrative Review Law, as now or hereafter amended.
If the Secretary of State shall revoke the certificate of authority to conduct affairs in this State of any foreign corporation, pursuant to this Act, such decision shall be subject to judicial review under the Administrative Review Law, as now or hereafter amended.
Appeals from all final orders and judgment entered by the circuit court under this section in review of any ruling or decision of the Secretary of State may be taken as in other civil actions by either party to the proceeding.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.50) (from Ch. 32, par. 101.50)
Sec. 101.50. Administrative Procedure Act. The Illinois Administrative Procedure Act is expressly adopted and incorporated herein as if all of the provisions of that Act were included in this Act, except that the provision of subsection (d) of Section 10-65 of the Illinois Administrative Procedure Act which provides that at hearing the licensee has the right to show compliance with all lawful requirements for retention, continuation or renewal of the license is specifically excluded. For the purposes of this Act the notice required under Section 10-25 of the Illinois Administrative Procedure Act is deemed sufficient when mailed to the last known address of a party.
(Source: P.A. 88-45.)
(805 ILCS 105/101.55) (from Ch. 32, par. 101.55)
Sec. 101.55. Certain powers reserved to General Assembly. (a) The General Assembly shall at all times have power to prescribe such provisions and limitations as it may deem advisable, which provisions and limitations shall be binding upon any and all corporations, domestic or foreign, subject to the provisions of this Act, and the General Assembly shall have power to amend, repeal, or modify this Act at its pleasure.
(b) The Secretary of State shall have the power to promulgate, amend or repeal rules and regulations deemed necessary to efficiently administer this Act. The rules and regulations adopted by the Secretary of State under this Act shall be effective in the manner provided for in "The Illinois Administrative Procedure Act", approved September 22, 1975, as amended.
(Source: P.A. 85-1269.)
(805 ILCS 105/101.60) (from Ch. 32, par. 101.60)
Sec. 101.60. Effect of repeal of prior law on rights accrued or liabilities or penalties incurred. The repeal of a law by this Act shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of such law, prior to the repeal thereof.
(Source: P.A. 84-1423.)
(805 ILCS 105/101.70) (from Ch. 32, par. 101.70)
Sec. 101.70. Application of Act.
(a) Except as otherwise provided in this Act, the provisions of this Act relating to domestic corporations shall apply to:
(b) Except as otherwise provided by this Act, the provisions of this Act relating to foreign corporations shall apply to:
(c) The provisions of subsection (b) of Section 110.05 of this Act relating to revival of the articles of incorporation and extension of the period of corporate duration of a domestic corporation shall apply to all corporations organized under the "General Not for Profit Corporation Act", approved July 17, 1943, as amended, and whose period of duration has expired.
(d) The provisions of Section 112.45 of this Act relating to reinstatement following administrative dissolution of a domestic corporation shall apply to all corporations involuntarily dissolved after June 30, 1974, by the Secretary of State, pursuant to Section 50a of the "General Not for Profit Corporation Act", approved July 17, 1943, as amended.
(e) The provisions of Section 113.60 of this Act relating to reinstatement following revocation of authority of a foreign corporation shall apply to all foreign corporations which had their authority revoked by the Secretary of State pursuant to Section 84 or Section 84a of the "General Not for Profit Corporation Act", approved July 17, 1943, as amended.
(f) Conversions and domestications are governed by the Entity Omnibus Act.
(Source: P.A. 100-561, eff. 7-1-18.)
(805 ILCS 105/101.75) (from Ch. 32, par. 101.75)
Sec. 101.75. Election to Accept Act.
(a) Any not-for-profit corporation without shares or capital stock heretofore organized under any General Law or created by Special Act of the Legislature of this State, or any corporation having shares or capital stock organized under any General Law or created by Special Act of the Legislature of this State prior to the adoption of the Constitution of 1870, for a purpose or purposes for which a corporation may be organized under this Act, or any corporation formed for religious purposes under An Act Concerning Corporations, effective July 1, 1872, as amended, may elect to accept this Act in the following manner:
(b) Upon complying with Subsection (a), the corporation shall execute and file in duplicate a statement, in accordance with Section 101.10 of this Act, and shall also file a copy of its articles of incorporation, if any, and all amendments thereto. Such statement shall set forth:
(c) When the provisions of Subsection (b) have been complied with, the Secretary of State shall file the statement of acceptance.
(d) Upon the filing of a statement of acceptance, the election of the corporation to accept this Act shall become effective, and such corporation shall have the same powers and privileges, and be subject to the same duties, restrictions, penalties and liabilities as though such corporation had been originally organized hereunder, and shall also be subject to any duty or obligation expressly imposed upon such corporation by its special charter; provided, however,
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/101.80) (from Ch. 32, par. 101.80)
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:
(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:
(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.
(Source: P.A. 96-649, eff. 1-1-10.)