Illinois § 111.20

§ 111.20.

Merger or consolidation by directors and members. Where a corporation has members entitled to vote on mergers or consolidations, a plan thereof shall be adopted in the following manner: (a) The board of directors shall adopt a resolution approving the plan and directing that it be submitted to a vote at a meeting of members entitled to vote on mergers or consolidations, which may be either an annual or a special meeting. (b) Written or printed notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of members. If such meeting be an annual meeting, the proposed plan, or a summary as aforesaid, may be included in the notice of such annual meeting. (c) At such meeting, at which there is a quorum of members, a vote of the members entitled to vote on the proposed plan shall be taken. The proposed plan shall be adopted by receiving the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy, unless any class of members is entitled to vote as a class in respect thereof, in which event the proposed plan shall be adopted by receiving the affirmative vote of at least 2/3 of the votes of the class present and voted either in person or by proxy. (d) The articles of incorporation or the bylaws of a corporation may supersede the two-thirds vote requirement of subsection (c) by specifying any smaller or larger vote requirement not less than a majority of the votes which members entitled to vote on such merger or consolidation shall vote, either in person or by proxy, at a meeting at which there is a quorum. (Source: P.A. 84-1423.)