Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Illinois
At a glance
| Governing law and documents | Illinois General Not For Profit Corporation Act; articles/bylaws may vary quorum and restrict remote participation; bylaws prescribe meeting notice (§§ 108.05, 108.15, 108.25). |
|---|---|
| Meeting type, caller, and place | Regular or special board meetings may be inside or outside Illinois; consult bylaws for caller (§§ 108.20, 108.25). |
| Regular meeting notice | Notice as bylaws prescribe (§ 108.25). |
| Special meeting notice | Notice as bylaws prescribe; special director-removal meeting under § 108.35(b) needs written notice to all directors at least 20 days ahead (§ 108.25). |
| Notice waiver and objection | Attendance waives notice unless director attends expressly to object that meeting was not lawfully called or convened; purpose ordinarily need not be stated (§ 108.25). |
| Remote attendance | Conference telephone or other equipment allowing everyone to communicate; participation is attendance/presence unless articles or bylaws prohibit (§ 108.15(c)). |
| Quorum and minimum | Majority of directors then in office by default; articles/bylaws may vary but floor is one-third of directors then in office (§ 108.15(a)). |
| Director proxy | No director may act by proxy on any matter (§ 108.05(d)). |
| Vote and assent | At a meeting with quorum, majority of directors present acts; articles/bylaws may require greater number (§ 108.15(b)). |
Requirements one by one
Notice and location
805 ILCS 105/108.20 permits regular or special board meetings inside or outside Illinois. Section 108.25 puts meeting notice in the bylaws and ordinarily does not require the notice or waiver to specify the business or purpose. One special-meeting exception matters: a meeting to remove a director under § 108.35(b) requires written notice of the proposed removal to all directors at least 20 days beforehand. Section 108.35(b) addresses removal by the board in a corporation with no members or no members entitled to vote for directors.
Remote attendance, quorum, and action
Section 108.15(c) treats participation by conference telephone or other equipment as presence in person if all participants can communicate with one another, unless the articles or bylaws prohibit it. Under § 108.15(a), a majority of directors then in office is the default quorum, but articles or bylaws may alter it only down to one-third of directors then in office. With quorum, § 108.15(b) makes the majority of directors present the board's act, unless the articles or bylaws demand more.
What trips people up
§ 108.05(d) expressly says no director may act by proxy on any matter. A director who attends a meeting ordinarily waives notice under § 108.25; to preserve a call-or-convening objection, the director must attend for that express purpose. The 20-day notice for a director-removal special meeting is separate from ordinary bylaw-prescribed meeting notice.
Common questions
Must the ordinary special-meeting notice state the agenda? Under § 108.25, neither business nor purpose must be specified unless the articles or bylaws provide otherwise.
Does a remote director count toward quorum? Section 108.15(c) makes qualifying participation attendance and presence in person; subsection (a) then supplies the quorum calculation.
Statutes and sources
- 805 ILCS 105/108.05, current official text accessed September 30, 2026.
- 805 ILCS 105/108.15, current official text accessed September 30, 2026.
- 805 ILCS 105/108.20, current official text accessed September 30, 2026.
- 805 ILCS 105/108.25, current official text accessed September 30, 2026.
- 805 ILCS 105/108.35, current official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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