Illinois Code § 2

§ 2.

Consolidation - How effected. Merger or consolidation shall be effected in the manner following: (1) The board of directors, governors, trustees or other governing bodies of each corporation which desires to merge or consolidate, shall pass a resolution prescribing the conditions or term of merger or consolidation, the mode of carrying the same into effect, and the manner of converting the certificates of membership or other evidences of interest of the members of the merging or consolidating corporations, with such other details and provisions as are deemed necessary; (2) Such resolution shall be submitted to the vote of the members of each corporation, either at a regular or special meeting, of which 20 days' notice stating the purpose to submit such resolution shall be given by mailing a notice thereof to each member of each corporation and by publication; (3) At such meeting the members, either in person or by proxy, shall vote by ballot for or against the adoption of such resolution, each membership or unit of interest entitling the holder thereof to one vote; (4) If 2/3 in number of all the outstanding memberships or units of interest of each corporation shall vote in favor of such resolution then such merger or consolidation shall be authorized; (5) Upon the authorization of such merger or consolidation, a statement to that effect in duplicate, reciting such action and the vote by which the same was adopted, accompanied by a certified copy of the resolution adopted by each merging or consolidating company, and otherwise making the statement required herein for original incorporation, executed by the president or vice-president of each such corporation and verified by their respective oaths, shall be filed in the office of the Secretary of State except that in the case of religious corporations such statement shall be recorded in the office of the recorder in the county in which each such corporation has its principal office; (6) If such statement, with the accompanying papers, is in conformity with law, the Secretary of State shall in the case of all such corporations except religious corporations file the same and shall issue a certificate of merger or consolidation, making a part thereof such statement and all papers relating thereto; (7) Upon the filing of such statement with the accompanying papers, such mergers and consolidations shall be effected. (Source: P.A. 83-358.)