Corporate Bylaws - Illinois

BYLAWS OF [____________________], an Illinois corporation

A for-profit corporation organized under the Business Corporation Act of 1983, 805 ILCS 5/ (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of By-laws
12. Article XII — Emergency By-laws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Illinois, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain in Illinois a registered office and a registered agent whose business office is identical with the registered office, as required by 805 ILCS 5/5.05. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the Illinois Secretary of State under 805 ILCS 5/5.10.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to 805 ILCS 5/7.05, an annual meeting of the shareholders shall be held at such time as may be provided in these By-laws or in a resolution of the Board adopted pursuant to authority granted in these By-laws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation nor affect the validity of corporate action.

Section 2.2 Special Meetings. Pursuant to 805 ILCS 5/7.05, special meetings of the shareholders may be called by the President, by the Board, by the holders of not less than one-fifth (1/5) of all the outstanding shares entitled to vote on the matter for which the meeting is called, or by such other officers or persons as may be provided in the Articles or these By-laws. Only business within the purpose(s) described in the meeting notice required by 805 ILCS 5/7.15 may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held either within or without the State of Illinois, as may be provided in these By-laws or in a resolution of the Board adopted pursuant to authority granted in these By-laws; in the absence of any such provision, all meetings shall be held at the corporation's principal office in Illinois. Unless specifically prohibited by the Articles or these By-laws, the corporation may allow shareholders to participate in and act at any meeting by means of remote communication, as permitted by 805 ILCS 5/7.05, provided the corporation implements reasonable measures to verify that each remote participant is a shareholder and to provide each a reasonable opportunity to participate and to vote. Shareholders so participating are deemed present in person at the meeting.

Section 2.4 Notice of Meetings. Pursuant to 805 ILCS 5/7.15, written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting (or, in the case of a merger, consolidation, share exchange, dissolution, or sale, lease, or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the meeting), either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at the meeting.

Section 2.5 Waiver of Notice. Pursuant to 805 ILCS 5/7.20, a waiver of notice in writing signed by the person(s) entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of notice. Attendance at any meeting constitutes a waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

Section 2.6 Record Date. The Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at any meeting, to take action by written consent, to receive payment of any distribution, or for any other proper purpose, in accordance with 805 ILCS 5/7.25. A record date for a meeting shall not be more than sixty (60) days before the date of the meeting. If no record date is fixed, the record date shall be determined as provided in 805 ILCS 5/7.25.

Section 2.7 Voting List. The officer or agent having charge of the transfer books for shares shall make, within the time and in the manner required by 805 ILCS 5/7.30, a complete list of the shareholders entitled to vote at the meeting, which shall be available for inspection as provided in that Section.

Section 2.8 Quorum. Pursuant to 805 ILCS 5/7.60, unless the Articles provide otherwise, a majority of the outstanding shares entitled to vote on a matter, represented in person or by proxy, constitutes a quorum for action on that matter at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on a matter is the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Act or the Articles. The Articles may provide for a quorum of less than a majority but not less than one-third (1/3) of the outstanding shares entitled to vote.

Section 2.9 Voting of Shares. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders, in accordance with 805 ILCS 5/7.40.

Section 2.10 Proxies. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by executing a writing or by an electronic transmission, in accordance with 805 ILCS 5/7.50. No proxy is valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy is revocable unless it is conspicuously stated to be irrevocable and is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.11 Action by Written Consent. Pursuant to 805 ILCS 5/7.10, unless otherwise provided in the Articles, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting and without a vote if a consent in writing setting forth the action so taken is signed (i) by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voting, or (ii) by all of the shareholders entitled to vote with respect to the subject matter thereof. If the consent is signed by fewer than all shareholders entitled to vote, the consent is effective only if, at least five (5) days before its execution, written notice is delivered to all shareholders entitled to vote on the subject matter, and prompt notice of the action is delivered to non-consenting shareholders after the effective date.

Section 2.12 Adjournment. Any shareholders' meeting may be adjourned. When a meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place are announced at the meeting at which the adjournment is taken, except that, if a new record date for the adjourned meeting is fixed, notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to vote.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to 805 ILCS 5/8.05, the business and affairs of the corporation shall be managed by or under the direction of the Board, subject to any limitation set forth in the Articles or a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to 805 ILCS 5/8.10, the Board shall consist of one (1) or more members. The number of directors is fixed at [____] director(s) by these By-laws, except that the number of initial directors is fixed by the incorporators in the Articles or at the organizational meeting. The number of directors may be increased or decreased from time to time by amendment to these By-laws. Alternatively, these By-laws may establish a variable range for the size of the Board by prescribing a minimum of [____] and a maximum of [____] directors (the maximum not to exceed the minimum by more than five). Directors need not be residents of Illinois or shareholders of the corporation unless the Articles or these By-laws so prescribe.

Section 3.3 Election and Term. Directors are elected at each annual meeting of shareholders. The terms of all directors expire at the next annual shareholders' meeting following their election unless their terms are staggered in classes as permitted by 805 ILCS 5/8.10(e). Despite the expiration of a director's term, the director continues to serve until the next meeting of shareholders at which directors are elected. A decrease in the number of directors does not shorten an incumbent director's term.

Section 3.4 Resignation. Pursuant to 805 ILCS 5/8.10(g), a director may resign at any time by giving written notice to the Board, its chairman, or to the President or Secretary of the corporation. A resignation is effective when the notice is given unless the notice specifies a future date.

Section 3.5 Removal. Pursuant to 805 ILCS 5/8.35, one or more directors may be removed, with or without cause, at a meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors, except that: (a) no director may be removed unless the meeting notice states that a purpose of the meeting is to vote upon the removal of one or more named directors; (b) special rules apply where cumulative voting is in effect; (c) a director elected by a class or series of shares may be removed only by the shareholders of that class or series; and (d) where the Board is classified, the Articles may provide that directors may be removed only for cause.

Section 3.6 Vacancies. Pursuant to 805 ILCS 5/8.30, any vacancy on the Board and any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders; provided, however, these By-laws may provide a method for filling vacancies arising between meetings of shareholders by director or shareholder action, and in the absence of such a provision the Board may fill the vacancy.

Section 3.7 Regular Meetings. Pursuant to 805 ILCS 5/8.20, regular meetings of the Board may be held either within or without the State of Illinois, at such times and places as the Board may determine. Regular meetings may be held without notice if these By-laws so provide.

Section 3.8 Special Meetings. Special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors] and may be held either within or without the State of Illinois (805 ILCS 5/8.20).

Section 3.9 Notice of Meetings. Pursuant to 805 ILCS 5/8.25, meetings of the Board shall be held upon such notice as these By-laws may prescribe. Attendance of a director at any meeting constitutes a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice.

Section 3.10 Quorum and Voting. Pursuant to 805 ILCS 5/8.15, a majority of the number of directors fixed by these By-laws (or, in the absence of a By-law fixing the number, the number stated in the Articles or named by the incorporators) constitutes a quorum for the transaction of business unless a greater number is specified by the Articles or these By-laws. For a variable-range board, a quorum consists of a majority of the directors then in office, but not less than a majority of the minimum number specified for the range, unless a greater number is specified. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the Board, unless the act of a greater number is required by the Articles or these By-laws.

Section 3.11 Telephonic and Electronic Participation. Pursuant to 805 ILCS 5/8.15(d), unless specifically prohibited by the Articles or these By-laws, members of the Board or of any committee of the Board may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting constitutes attendance and presence in person at the meeting.

Section 3.12 Informal Action Without Meeting. Pursuant to 805 ILCS 5/8.45, unless specifically prohibited by the Articles or these By-laws, any action required or permitted to be taken at a meeting of the Board or a committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors entitled to vote with respect to the subject matter thereof, or by all the members of the committee, as the case may be. The action is effective when all the directors have approved the consent unless the consent specifies a different effective date, and has the same effect as a unanimous vote.

Section 3.13 Compensation. Pursuant to 805 ILCS 5/8.05(c), unless otherwise provided in the Articles or these By-laws, the Board, by the affirmative vote of a majority of the directors then in office and irrespective of any personal interest of any of its members, may establish reasonable compensation of directors for services to the corporation, and may provide for reimbursement of reasonable expenses.

Section 3.14 Director Conflict of Interest. Transactions in which a director has a direct or indirect interest are governed by 805 ILCS 5/8.60, including the safe harbors for disclosure to and approval by disinterested directors or shareholders, or proof of fairness.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to 805 ILCS 5/8.40, if the Articles or these By-laws so provide, a majority of the directors may create one or more committees, each to have one or more members, and appoint members of the Board to serve on them. A committee's members serve at the pleasure of the Board.

Section 4.2 Quorum and Action of Committees. Unless the Board's appointment requires a greater number, a majority of any committee constitutes a quorum and a majority of a quorum is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to these By-laws or Board action, may determine the time and place of its meetings and the notice required therefor.

Section 4.3 Authority of Committees. To the extent specified by the Board, the Articles, or these By-laws, each committee may exercise the authority of the Board under 805 ILCS 5/8.05; provided, however, a committee may not: (a) authorize distributions, except for dividends with respect to preferred or special classes or series; (b) approve or recommend to shareholders any act the Act requires to be approved by shareholders; (c) fill vacancies on the Board or any committee; (d) elect or remove officers or fix the compensation of any committee member; (e) adopt, amend, or repeal these By-laws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a general formula or method prescribed by the Board; (h) authorize or approve the issuance or sale of shares except within limits prescribed by the Board; or (i) take action inconsistent with a Board resolution that by its terms may not be amended by a committee, all as provided in 805 ILCS 5/8.40.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to 805 ILCS 5/8.50, the corporation shall have such officers as are provided in these By-laws, each elected by the Board at such time and in such manner as these By-laws prescribe. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as may be deemed necessary. If these By-laws so provide, any two or more offices may be held by the same person. The Secretary shall have authority to certify these By-laws, resolutions of the shareholders, the Board, and committees, and other corporate documents.

Section 5.2 Appointment and Term. Officers are elected or appointed by the Board (or chosen in such other manner as these By-laws prescribe). Each officer holds office until a successor is elected or appointed or until the officer's earlier resignation or removal.

Section 5.3 Removal. Pursuant to 805 ILCS 5/8.55, any officer or agent may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby, but such removal is without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent does not of itself create contract rights.

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation and certify By-laws and resolutions; (c) give all notices required by the Act, the Articles, or these By-laws; (d) maintain the share transfer records and the voting list; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Authority. Each officer and agent has such express authority and shall perform such duties in the management of the property and affairs of the corporation as provided in these By-laws, or as determined by resolution of the Board not inconsistent with these By-laws, together with such implied authority as recognized by the common law from time to time (805 ILCS 5/8.50).

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for such consideration as is permitted by the Act. Shares may be certificated or uncertificated as determined by the Board, consistent with 805 ILCS 5/6.35.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall be in such form as the Board determines and shall state the name of the corporation and that it is organized under the laws of Illinois, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with 805 ILCS 5/6.35. Each certificate shall be signed by the appropriate officers and may bear the corporate seal or its facsimile.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate, consistent with 805 ILCS 5/6.35.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by 805 ILCS 5/6.40. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that Section and its existence is noted conspicuously on the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Indemnification in Third-Party Proceedings. Pursuant to 805 ILCS 5/8.75(a), the corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation), whether civil, criminal, administrative, or investigative, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the corporation's request as a director, officer, employee, or agent of another enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, create a presumption that the person failed to meet this standard.

Section 7.2 Indemnification in Derivative Proceedings. Pursuant to 805 ILCS 5/8.75(b), the corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation by reason of the fact that the person is or was a director, officer, employee, or agent (or served at the corporation's request as such of another enterprise), against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement, if the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation; provided that no indemnification shall be made with respect to any claim, issue, or matter as to which the person has been adjudged liable to the corporation, unless and only to the extent that the court determines that, despite the adjudication of liability, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 7.3 Mandatory Indemnification. Pursuant to 805 ILCS 5/8.75(c), to the extent that a present or former director, officer, or employee has been successful, on the merits or otherwise, in the defense of any proceeding referred to in subsections (a) and (b), or in defense of any claim, issue, or matter therein, the person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith, if the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation.

Section 7.4 Determination of Indemnification. Pursuant to 805 ILCS 5/8.75(d), any indemnification under subsections (a), (b), or (c) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification is proper because the person met the applicable standard of conduct. For a person who is a director or officer at the time of the determination, the determination shall be made: (1) by a majority vote of the directors who are not parties to the proceeding, even though less than a quorum; (2) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum; (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (4) by the shareholders.

Section 7.5 Advance of Expenses. Pursuant to 805 ILCS 5/8.75(e), expenses (including attorneys' fees) incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that the person is not entitled to be indemnified by the corporation. Such expenses incurred by former directors and officers or by other employees and agents may be so paid on such terms and conditions, if any, as the corporation deems appropriate.

Section 7.6 Non-Exclusivity; Continuation. Pursuant to 805 ILCS 5/8.75(f), the indemnification and advancement of expenses provided by this Article are not exclusive of any other rights to which a person may be entitled under any By-law, agreement, vote of shareholders or disinterested directors, or otherwise. A right arising under a provision of the Articles or a By-law shall not be eliminated or impaired by an amendment after the occurrence of the act or omission that is the subject of the proceeding, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment. Pursuant to 805 ILCS 5/8.75(k), indemnification and advancement continue as to a person who has ceased to be a director, officer, employee, or agent and inure to the benefit of the person's heirs, executors, and administrators.

Section 7.7 Insurance. Pursuant to 805 ILCS 5/8.75(g), the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation (or who serves at its request as such of another enterprise) against any liability asserted against and incurred by the person in any such capacity, whether or not the corporation would have the power to indemnify the person against such liability under this Article.

Section 7.8 Report to Shareholders. If the corporation indemnifies or advances expenses to a director or officer under 805 ILCS 5/8.75(b), the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting, as required by 805 ILCS 5/8.75(h).

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of 805 ILCS 5/9.10.

Section 8.2 Limitations. Pursuant to 805 ILCS 5/9.10, no distribution may be made if, after giving it effect, the corporation would be insolvent or the net assets of the corporation would be less than zero or less than the maximum amount then payable to shareholders having preferential rights in liquidation, all as determined under that Section. Directors who vote for or assent to an unlawful distribution are subject to liability under 805 ILCS 5/8.65.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with 805 ILCS 5/7.25. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to 805 ILCS 5/7.75, the corporation shall keep correct and complete books and records of account, minutes of the proceedings of its shareholders and Board, and a record of its shareholders giving the names and addresses of all shareholders and the number, class, and series of the shares held by each.

Section 9.2 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to examine, in person or by agent, at any reasonable time, the corporation's books and records of account, minutes, and record of shareholders, and to make extracts therefrom, in accordance with, and subject to the conditions and procedures of, 805 ILCS 5/7.75, including the requirement of a written demand stating with particularity the records sought to be examined and the purpose therefor.

Section 9.4 Annual Report. The corporation shall file the annual report required by 805 ILCS 5/14.05 with the Illinois Secretary of State, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Conflict with Articles or Act. In the event of any conflict between these By-laws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.4 Severability. If any provision of these By-laws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BY-LAWS

Section 11.1 Amendment. Pursuant to 805 ILCS 5/2.25, the power to make, alter, amend, or repeal these By-laws is vested in the shareholders unless that power is reserved to the Board by the Articles. If the Articles reserve such power to the Board, the Board may make, alter, amend, or repeal these By-laws; provided that no By-law adopted by the Board may be inconsistent with the Articles or the Act, and the shareholders may, in any event, alter, amend, or repeal any By-law and may prescribe that a particular By-law shall not be altered, amended, or repealed by the Board.

Section 11.2 Initial By-laws. The initial By-laws of the corporation are adopted at the organization meeting held under 805 ILCS 5/2.30 by the Board (or, if directors were not named in the Articles or have not been elected, by the incorporators).

ARTICLE XII — EMERGENCY BY-LAWS

Section 12.1 Emergency By-laws. Pursuant to 805 ILCS 5/2.25, the Board, subject to approval by not less than a majority of the shares voting on the proposal, may adopt emergency By-laws that are operative during any emergency resulting from a catastrophic event or other circumstance that makes it impracticable for a quorum of the Board to be readily assembled.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency By-laws may provide lines of succession for officers and directors, the relocation of the principal office, and the designation of alternative offices or alternative directors, consistent with the Act.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency By-laws binds the corporation and may not be the basis for imposing liability on any director, officer, employee, or agent. To the extent not inconsistent with any emergency By-laws so adopted, these By-laws remain in effect during the emergency, and upon termination of the emergency the emergency By-laws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], an Illinois corporation, hereby certifies that the foregoing By-laws were duly adopted as the By-laws of the corporation by [the incorporator(s) / the Board of Directors] at the organization meeting held pursuant to 805 ILCS 5/2.30 on [__/__/____], and that such By-laws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Business Corporation Act of 1983, 805 ILCS 5/ (§ 5/1.01 et seq.)
• 805 ILCS 5/2.05 to 5/2.30 (incorporators; articles; organization meeting); 5/2.25 (by-laws; emergency by-laws)
• 805 ILCS 5/5.05, 5/5.10 (registered office and registered agent; change)
• 805 ILCS 5/6.35 (certificates for shares; uncertificated shares); 5/6.40 (restriction on transfer of shares)
• 805 ILCS 5/7.05 (meetings of shareholders; remote participation; special-meeting one-fifth threshold); 5/7.10 (informal action by shareholders); 5/7.15 (notice; 10–60 days); 5/7.20 (waiver of notice); 5/7.25 (record date); 5/7.30 (voting list); 5/7.40 (voting of shares); 5/7.50 (proxies); 5/7.60 (quorum; voting); 5/7.75 (books and records; inspection)
• 805 ILCS 5/8.05 (board of directors; compensation); 5/8.10 (number, election and resignation; classified board); 5/8.15 (quorum of directors; telephonic participation); 5/8.20 (place of meetings); 5/8.25 (notice; waiver); 5/8.30 (vacancies); 5/8.35 (removal); 5/8.40 (committees); 5/8.45 (informal action by directors); 5/8.50 (officers); 5/8.55 (removal of officers); 5/8.60 (director conflict of interest); 5/8.65 (liability of directors)
• 805 ILCS 5/8.75 (indemnification of officers, directors, employees and agents; insurance): subsec. (a) third-party standard; (b) derivative; (c) mandatory; (d) determination; (e) advancement undertaking; (f) non-exclusivity; (g) insurance; (h) report; (k) continuation
• 805 ILCS 5/9.10 (distributions; dividends); 5/14.05 (annual report)