Illinois Code § 112.55

§ 112.55.

Alternative remedies to judicial dissolution. (a) In either an action for dissolution pursuant to Section 112.50 of this Act or in an action which alleges the grounds for dissolution set forth in Section 112.50 of this Act but which does not seek dissolution, the Circuit Court, in lieu of dismissing the action or ordering dissolution, may retain jurisdiction and: (1) Appoint a provisional director; or (2) Appoint a custodian. (b) A provisional director may be appointed in the discretion of the court if it appears that such action by the court will remedy the grounds alleged by the complaining director or member entitled to vote to support the jurisdiction of the court under Section 112.50 of this Act. A provisional director may be appointed notwithstanding the fact that there is no vacancy on the board of directors and shall have all the rights and powers of a duly elected director, including the right to notice of and to vote at meetings of directors, until such time as the provisional director is removed by order of court or, unless otherwise ordered by court, removed by a vote of the members sufficient either to elect a majority of the board of directors or if greater than majority voting is required by the articles of incorporation or the bylaws, to elect the requisite number of directors needed to take action. (c) A custodian may be appointed in the discretion of the court if it appears that such action by the court will remedy the grounds alleged by the complaining director or member entitled to vote to support the jurisdiction of the court under Section 112.50 of this Act. Subject to any limitations which the court imposes, a custodian shall be entitled to exercise all the powers of the corporation's board of directors and officers to the extent necessary to manage the affairs of the corporation to the general advantage of its creditors and in furtherance of its purposes, until such time as such custodian shall be removed by order of court or, unless otherwise ordered by the court, removed by a vote of the members sufficient either to elect a majority of the board of directors or, if greater than majority voting is required by the articles of incorporation or the bylaws, to elect the requisite number of directors needed to take action. Such powers may be exercised directly, or through or in conjunction with the corporation's board of directors or officers, in the discretion of the custodian or as the court may order. (d) Any custodian or provisional director shall report from time to time to the court concerning the matter complained of, or the status of the deadlock, if any, and of the status of the corporation's affairs, as the court shall direct. No custodian or provisional director shall be liable for any action taken or decision made in good faith. In addition, the custodian or provisional director shall submit to the court, if so directed, recommendations as to the appropriate disposition of the action. Whenever a custodian or provisional director is appointed, any officer or director of the corporation may, from time to time, petition the court for instructions clarifying the duties and responsibilities of such officer or director. (e) In any proceeding under this Section, the court shall allow reasonable compensation to the custodian or provisional director for services rendered and reimbursement or direct payment of reasonable costs and expenses, which amounts shall be paid by the corporation. (f) If the court determines that any party in an action commenced under Section 112.50 of this Act has acted arbitrarily, vexatiously, or not in good faith in such action or in connection with any alternative relief provided in this Section, the court may, in its discretion, award attorneys' fees and other reasonable expenses to the other parties to the action who have been affected adversely thereby. (Source: P.A. 84-1423.)