(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:
(1)Unless the articles of incorporation or the equivalent or the bylaws provide otherwise, where there are members or shareholders entitled to vote, the board of directors shall
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(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: (1) Unless the articles of incorporation or the equivalent or the bylaws provide otherwise, where there are members or shareholders entitled to vote, the board of directors shall adopt a resolution recommending that the corporation accept this Act and directing that the question of such acceptance be submitted to a vote at a meeting of the members or shareholders entitled to vote, which may be either an annual or a special meeting. The members or shareholders entitled to vote may elect that such corporation accept this Act by the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy. (2) Unless the articles of incorporation or the equivalent or the bylaws provide otherwise, where there are no members or shareholders having voting rights, election to accept this Act may be made at a meeting of the board of directors pursuant to a majority vote of the directors present and voting at a meeting at which a quorum is present. (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: (1) A corporate name for the corporation that satisfies the requirements of this Act; (2) The specific purpose or purposes for which the corporation is organized, from among the purposes authorized in Section 103.05 of this Act; (3) The address of the corporation's registered office and the name of its registered agent at that office; (4) The names and respective addresses of its officers and directors; (5) A statement that the attached copy, if any, of the articles of incorporation of the corporation is true and correct; (6) A statement by the corporation that it has elected to accept this Act and that all reports have been filed and all fees, taxes and penalties due to the State of Illinois, accruing under any Act to which the corporation has theretofore been subject, have been paid; (7) Where there are members or shareholders having voting rights, a statement setting forth the date of the meeting of the members or shareholders at which the election to accept this Act was made; that a quorum was present at such meeting, and that such acceptance was authorized either by the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy, or in compliance with any different provision of the articles of incorporation or their equivalent or of the bylaws. (8) Where there are no members or shareholders having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the election to accept this Act was made, that a quorum was present at such meeting, and that such acceptance was authorized by majority vote of the directors present and voting at such meeting; (9) A statement that, in addition, the corporation followed the requirements of its articles of incorporation and bylaws so far as applicable in effecting such acceptance; (10) Where the corporation has issued shares of stock, a statement of such fact, including the number of shares theretofore authorized, the number issued and outstanding; and a statement that all issued and outstanding shares of stock have been delivered to the corporation to be canceled upon the acceptance of this Act by the corporation becoming effective and that from and after the effective date of said acceptance, the authority to issue shares shall be thereby terminated. (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, (1) That no amendment to the articles of incorporation adopted after such election to accept this Act shall release or terminate any duty or obligation expressly imposed upon any such corporation under and by virtue of such special charter, or enlarge any right, power, or privilege granted any such corporation under a special charter except to the extent that such right, power or privilege might have been included in the articles of incorporation of a corporation organized under this Act; and (2) That in the case of any corporation with issued shares of stock, the holders of such issued shares who surrender them to the corporation to be canceled upon the acceptance of this Act by the corporation becoming effective, shall have such rights as the election to accept this Act provides.