Illinois Compiled Statutes
805 ILCS 105/107.03 (2026)
Members
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(805 ILCS 105/107.03)
(from Ch. 32, par. 107.03)
Sec. 107.03.
Members.
(a) A corporation may have one or more classes of members or may have no
members.
(b) If the corporation has one or more classes of members,
the designation of the class or classes and the
qualifications and rights of the members of each class shall
be set forth in the articles of incorporation or the bylaws.
The articles of incorporation or the bylaws may provide for
representatives or delegates of members and may establish their
qualifications and rights.
(c) If the corporation is to have no members, that fact
shall be set forth in the articles of incorporation or the
bylaws.
(d) A corporation may issue certificate evidencing membership therein.
(e) The transfer of a certificate of membership in a
not-for-profit corporation in which assets are held for a
charitable, religious, eleemosynary, benevolent or
educational purpose, shall be without payment of any
consideration of money or property of any kind or value to
the transferor in respect to such transfer. Any transfer in
violation of this Section shall be void.
(f) Where the articles of incorporation or bylaws provide
that a corporation shall have no members, or where a
corporation has under its articles of incorporation, bylaws
or in fact no members entitled to vote on a matter, any
provision of this Act requiring notice to, the presence of,
or the vote, consent or other action by members of the
corporation in connection with such matter shall be
satisfied by notice to, the presence of, or the vote,
consent or other action of the directors of the corporation.
(g) A residential cooperative not-for-profit corporation containing 50 or
more single family units
with individual unit legal descriptions based upon a recorded plat of a
subdivision
and located in a county with a population between
780,000 and 3,000,000 shall specifically set forth the qualifications and
rights of its members in the Articles of Incorporation and the bylaws.
(Source: P.A. 91-465, eff. 8-6-99.)
Notes of Decisions
Cited in 3
cases, 1998–2008 · leading case: Gray v. Mundelein Coll., 695 N.E.2d 1379 (Ill. App. Ct. 1998).
Gray v. Mundelein Coll., 695 N.E.2d 1379 (Ill. App. Ct. 1998). “05 (West 1996) to 805 ILCS 105/107.03 (West 1996). But even disregarding the requirement that there be a continuation of shareholders, plaintiffs cannot establish the other elements of de facto merger.”
Cohen v. Ulz (In Re Ulz), 388 B.R. 865 (Bankr. N.D. Ill. 2008). “For example, not-for-profit corporations in Illinois are permitted to have members, see 805 ILCS 105/107.03(a) (2006), and, depending on what the articles and by-laws say, the members may have distributive rights to corporate assets on dissolution, see 805 ILCS 105/112.”
Gray v. Mundelein Coll. modified June 17 (Ill. App. Ct. 1998). “05 (West 1996) to 805 ILCS 105/107.03 (West 1996). But even disregarding the requirement that there be a continuation of shareholders, plaintiffs cannot establish the other elements of de facto merger.”
— 805 ILCS 105/107.03(a) — 1 case
Cohen v. Ulz (In Re Ulz), 388 B.R. 865 (Bankr. N.D. Ill. 2008). “For example, not-for-profit corporations in Illinois are permitted to have members, see 805 ILCS 105/107.03(a) (2006), and, depending on what the articles and by-laws say, the members may have distributive rights to corporate assets on dissolution, see 805 ILCS 105/112.”
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