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Illinois Compiled Statutes

805 ILCS 5/10.20 (2026)

Amendment by directors and shareholders

✓ current as of May 2026
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(805 ILCS 5/10.20) (from Ch. 32, par. 10.20)
    Sec. 10.20. Amendment by directors and shareholders. Any amendment authorized by Section 10.05 may be adopted by the action of the directors and shareholders in the following manner:
    (a) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting.
    (b) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record within the time and in the manner provided in this Act for the giving of notice of meetings of shareholders. If such meeting be an annual meeting, the proposed amendment, or such summary as aforesaid, may be included in the notice of such annual meeting. If the adoption of the amendment would give any class or series of shares the right to dissent, the notice shall also enclose a copy of Section 11.70 of this Act or otherwise provide adequate notice of the right to dissent and the procedures therefor.
    (c) At such meeting a vote of the shareholders entitled to vote on the proposed amendment shall be taken. The proposed amendment shall be adopted upon receiving the affirmative vote of at least two-thirds of the votes of the shares entitled to vote on such amendment, unless any class or series of shares is entitled to vote as a class in respect thereof, in which event the proposed amendment shall be adopted upon receiving the affirmative votes of at least two-thirds of the votes of the shares of each class or series of shares entitled to vote as a class in respect thereof and of the total votes of the shares entitled to vote on such amendment.
    (d) The articles of incorporation of a corporation may supersede the two-thirds vote requirement of subsection (c) by specifying any smaller or larger vote requirement not less than a majority of the votes of the shares entitled to vote on the amendment and not less than a majority of the votes of the shares of each class or series of shares entitled to vote as a class on the amendment.
    (e) Any number of amendments may be submitted to the shareholders, and voted upon by them, at one meeting.
(Source: P.A. 89-48, eff. 6-23-95.)

    
Notes of Decisions
Cited in 7 cases, 1996–2010 · leading case: Serafin v. Seith, 672 N.E.2d 302 (Ill. App. Ct. 1996).
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Serafin v. Seith, 672 N.E.2d 302 (Ill. App. Ct. 1996). · cites it 2× “” 805 ILCS 5/10.20(c) ( West 1992 ). Thus, the shareholders with at least two-thirds of the outstanding shares can amend corporate articles without any approval of shareholders holding less than one-third of the outstanding shares.”
Schirmer v. Bear, 672 N.E.2d 1171 (Ill. 1996). · cites it 2× “20 of the Act, which requires "the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote" to amend the bylaws (see 805 ILCS 5/10.20(c) (West 1992)), and section 8.”
Mauer v. Rubin, 926 N.E.2d 947 (Ill. App. Ct. 2010). “2d at 309 , citing 805 ILCS 5/10.20(c) (West 1992). Consequently, once the articles of incorporation had been drawn up with plaintiff as a 30% shareholder, he was powerless to prevent the other two individuals from eliminating his preemptive rights, regardless of any warnings…”
Kern v. Arlington Ridge Pathology, S.C., 893 N.E.2d 999 (Ill. App. Ct. 2008). · cites it 3× “805 ILCS 5/10.20(c) (West 2004). Therefore, defendants conclude that a proper meeting and vote were held by a majority, and quorum, of the board on October 21, 2005.”
Kern v. Arlington Ridge Pathology, S.C. (Ill. App. Ct. 2008). · cites it 3× “805 ILCS 5/10.20(c) (West 2004). Therefore, defendants conclude that a proper meeting and vote were held by a majority, and quorum of the board on October 21, 2005.”
Serafin v. Seith (Ill. App. Ct. 1996). · cites it 2× “" 805 ILCS 5/10.20(c)( West 1992 ). Thus, the shareholders with at least two-thirds of the outstanding shares can amend corporate articles without any approval of shareholders holding less than one-third of the outstanding shares.”
Mauer v. Rubin (Ill. App. Ct. 2010). “2d at 309 , citing 805 ILCS 5/10.20(c) (West 1992). Consequently, once the articles of incorporation had been drawn up with plaintiff as a 30% shareholder, he was powerless to prevent the other two individuals from eliminating his preemptive rights, regardless of any warnings…”
— 805 ILCS 5/10.20(c) — 7 cases
Serafin v. Seith, 672 N.E.2d 302 (Ill. App. Ct. 1996). “” 805 ILCS 5/10.20(c) ( West 1992 ). Thus, the shareholders with at least two-thirds of the outstanding shares can amend corporate articles without any approval of shareholders holding less than one-third of the outstanding shares.”
Mauer v. Rubin, 926 N.E.2d 947 (Ill. App. Ct. 2010). “2d at 309 , citing 805 ILCS 5/10.20(c) (West 1992). Consequently, once the articles of incorporation had been drawn up with plaintiff as a 30% shareholder, he was powerless to prevent the other two individuals from eliminating his preemptive rights, regardless of any warnings…”
Schirmer v. Bear, 672 N.E.2d 1171 (Ill. 1996). “20 of the Act, which requires "the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote" to amend the bylaws (see 805 ILCS 5/10.20(c) (West 1992)), and section 8.”
Kern v. Arlington Ridge Pathology, S.C., 893 N.E.2d 999 (Ill. App. Ct. 2008). “805 ILCS 5/10.20(c) (West 2004). Therefore, defendants conclude that a proper meeting and vote were held by a majority, and quorum, of the board on October 21, 2005.”
Kern v. Arlington Ridge Pathology, S.C. (Ill. App. Ct. 2008). “805 ILCS 5/10.20(c) (West 2004). Therefore, defendants conclude that a proper meeting and vote were held by a majority, and quorum of the board on October 21, 2005.”
— 805 ILCS 5/10.20(d) — 2 cases
Kern v. Arlington Ridge Pathology, S.C., 893 N.E.2d 999 (Ill. App. Ct. 2008). “805 ILCS 5/10.20(c) (West 2004). Therefore, defendants conclude that a proper meeting and vote were held by a majority, and quorum, of the board on October 21, 2005.”
Kern v. Arlington Ridge Pathology, S.C. (Ill. App. Ct. 2008). “805 ILCS 5/10.20(c) (West 2004). Therefore, defendants conclude that a proper meeting and vote were held by a majority, and quorum of the board on October 21, 2005.”
— 805 ILCS 5/10.20(e) — 1 case
Schirmer v. Bear, 672 N.E.2d 1171 (Ill. 1996). “20 of the Act, which requires "the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote" to amend the bylaws (see 805 ILCS 5/10.20(c) (West 1992)), and section 8.”
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