SB 3256

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Full Text of SB3256
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	SB3256 - 104th General Assembly
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104TH GENERAL ASSEMBLY
State of Illinois
2025 and 2026
SB3256
Introduced 2/3/2026, by Sen. Laura M. Murphy
SYNOPSIS AS INTRODUCED:
805 ILCS 105/101.10	  from Ch. 32, par. 101.10
Amends the General Not For Profit Corporation Act of 1986. In provisions concerning the execution of forms, provides that a filing with the Secretary of State that reflects a change in the composition of the corporation's directors or officers or a change of the corporation's registered agent, from its most recent filing with the Secretary of State, shall be signed by at least 3 of the corporation's directors or officers. Sets forth additional requirements.
LRB104 19227 SPS 32673 b
A BILL FOR
		SB3256		LRB104 19227 SPS 32673 b
1    AN ACT concerning business.
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
4    Section 5. The General Not For Profit Corporation Act of
51986 is amended by changing Section 101.10 as follows:
6    (805 ILCS 105/101.10)  (from Ch. 32, par. 101.10)
7    Sec. 101.10. Forms, execution, acknowledgment and filing.
8    (a) All reports required by this Act to be filed in the
9office of the Secretary of State shall be made on forms which
10shall be prescribed and furnished by the Secretary of State.
11Forms for all other documents to be filed in the office of the
12Secretary of State shall be furnished by the Secretary of
13State on request therefor, but the use thereof, unless
14otherwise specifically prescribed in this Act, shall not be
15mandatory.
16    (b) Whenever any provision of this Act specifically
17requires any document to be executed by the corporation in
18accordance with this Section, unless otherwise specifically
19stated in this Act and subject to any additional provisions of
20this Act, such document shall be executed, in ink, as follows:
21        (1) The articles of incorporation shall be signed by
22    the incorporator or incorporators.
23        (1.5) A filing with the Secretary of State that 
		SB3256	- 2 -	LRB104 19227 SPS 32673 b
1    reflects a change in the composition of the corporation's 
2    directors or officers or a change of the corporation's 
3    registered agent, from its most recent filing with the 
4    Secretary of State, shall be signed by at least 3 of the 
5    corporation's directors or officers. If no director or 
6    officer previously listed in the corporation's most recent 
7    filing with the Secretary of State signs the filing, then 
8    the filing shall be accompanied by an acknowledgment made 
9    before a person who is authorized by the law of the place 
10    of execution to take acknowledgments of deeds and who, if 
11    he or she has a seal of office, shall affix it to the 
12    instrument.
13        (2) Except as provided in paragraphs (1) and (1.5), 
14    all [All] other documents shall be signed:
15            (i) By the president, a vice-president, the
16        secretary, an assistant secretary, the treasurer, or
17        other officer duly authorized by the board of
18        directors of the corporation to execute the document
19        and verified by him or her; or
20            (ii) If it shall appear from the document that
21        there are no such officers, then by a majority of the
22        directors or by such directors as may be designated by
23        the board; or
24            (iii) If it shall appear from the document that
25        there are no such officers or directors, then by the
26        members, or such of them as may be designated by the
		SB3256	- 3 -	LRB104 19227 SPS 32673 b
1        members at a lawful meeting; or
2            (iv) If the corporate assets are in the possession
3        of a receiver, trustee or other court-appointed
4        officer, then by the fiduciary or the majority of them
5        if there are more than one.
6    (c) The name of a person signing the document and the
7capacity in which he or she signs shall be stated beneath or
8opposite his or her signature.
9    (d) Whenever any provision of this Act requires any
10document to be verified, such requirement is satisfied by
11either:
12        (1) The formal acknowledgment by the person or one of
13    the persons signing the instrument that it is his or her
14    act and deed or the act and deed of the corporation, as the
15    case may be, and that the facts stated therein are true.
16    Such acknowledgment shall be made before a person who is
17    authorized by the law of the place of execution to take
18    acknowledgments of deeds and who, if he or she has a seal
19    of office, shall affix it to the instrument; or
20        (2) The signature, without more, of the person or
21    persons signing the instrument, in which case such
22    signature or signatures shall constitute the affirmation
23    or acknowledgment of the signatory, under penalties of
24    perjury, that the instrument is his or her act and deed or
25    the act and deed of the corporation, as the case may be,
26    and that the facts stated therein are true.
		SB3256	- 4 -	LRB104 19227 SPS 32673 b
1    (e) Whenever any provision of this Act requires any
2document to be filed with the Secretary of State or in
3accordance with this Section, such requirement means that:
4        (1) The original signed document, and if in duplicate
5    as provided by this Act, one true copy, which may be
6    signed, or carbon or photocopy shall be delivered to the
7    office of the Secretary of State.
8        (2) All fees and charges authorized by law to be
9    collected by the Secretary of State in connection with the
10    filing of the document shall be tendered to the Secretary
11    of State.
12        (3) If the Secretary of State finds that the document
13    conforms to law, he or she shall, when all fees and charges
14    have been paid as in this Act prescribed:
15            (i) Endorse on the original and on the true copy,
16        if any, the word "filed" and the month, day and year
17        thereof;
18            (ii) File the original in his or her office;
19            (iii) (Blank); and
20            (iv) If the filing is in duplicate, he or she shall
21        return the copy to the corporation or its
22        representative.
23    (f) If another Section of this Act specifically prescribes
24a manner of filing or executing a specified document which
25differs from the corresponding provisions of this Section,
26then the provisions of such other Section shall govern.
		SB3256	- 5 -	LRB104 19227 SPS 32673 b
1(Source: P.A. 99-608, eff. 7-22-16.)