Illinois Code § 8002

§ 8002.

Procedure to amend articles. (a) The procedure to effect an amendment of articles of incorporation shall be as follows: (1) The board of directors shall adopt a resolution setting forth the proposed amendment and direct that it be submitted to a vote at an annual or special meeting of the members or stockholders. (2) The proposed amendment shall be set forth in the notice of meeting delivered as prescribed in Section 4003 of this Act. (3) The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the votes entitled to be cast, unless the articles of incorporation set forth a requirement that amendments of the articles of incorporation shall be adopted by an affirmative vote of two-thirds of the total number of votes entitled to be cast. (b) A report of proceedings, including the notice given, the time of delivery, the amendment adopted, the vote thereon, and the total number of votes entitled to be cast, verified by the president, vice president, or managing officer and attested to by the secretary of the savings bank, shall be filed with the Secretary within 5 business days after the vote. (c) Each adopted amendment shall be subject to the same inquiry as the corresponding provision in the original articles. If the Secretary approves an amendment he shall issue to the savings bank a certificate setting forth the amendment and his approval thereof. The Secretary shall approve an amendment, or state any objections to an amendment, within 30 days after the receipt of the amendment adopted by the board. If no objections are specified by the Secretary within that time frame, the amendment will be deemed to be approved by the Secretary. The amendment shall become effective upon issuance of the certificate. (d) An amendment of the articles of incorporation approved by the board of directors, the Secretary, and members as part of merger, sale of substantially all assets, change in control, holding company reorganization, or mutual to stock form conversion need not be approved under this Section. (e) No amendment of articles of incorporation shall affect any existing cause of action either in favor of or against the savings bank or any pending action in which the savings bank shall be a party or the existing rights of persons other than members of the savings bank. (Source: P.A. 104-310, eff. 8-15-25.)