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Illinois Compiled Statutes

805 ILCS 5/8.15 (2026)

Quorum of directors

✓ current as of May 2026
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(805 ILCS 5/8.15) (from Ch. 32, par. 8.15)
    Sec. 8.15. Quorum of directors. (a) A majority of the number of directors fixed by the by-laws, or in the absence of a by-law fixing the number of directors, the number stated in the articles of incorporation or named by the incorporators, shall constitute a quorum for the transaction of business unless a greater number is specified by the articles of incorporation or the by-laws.
    (b) If a corporation has a variable range board of directors, a quorum shall consist of a majority of the directors then in office, but not less than a majority of the minimum number of directors specified for the variable range of the board unless the articles of incorporation or by-laws specify a greater number.
    (c) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the by-laws.
    (d) Unless specifically prohibited by the articles of incorporation or by-laws, members of the board of directors or of any committee of the board of directors may participate in and act at any meeting of such board or committee 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 meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
(Source: P.A. 83-1025.)

    
Notes of Decisions
Cited in 3 cases, 2008–2016 · leading case: Kern v. Arlington Ridge Pathology, S.C., 893 N.E.2d 999 (Ill. App. Ct. 2008).
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Kern v. Arlington Ridge Pathology, S.C., 893 N.E.2d 999 (Ill. App. Ct. 2008). · cites it 3× “805 ILCS 5/8.15(a) (West 2004). Defendants note that the provisions of the bylaws requiring certain votes for modification of the bylaws or other major decisions do not apply to a vote to change the articles.”
Kern v. Arlington Ridge Pathology, S.C. (Ill. App. Ct. 2008). · cites it 2× “805 ILCS 5/8.15(a) (West 2004). Defendants note that the provisions of the bylaws requiring certain votes for modification of the bylaws or other major decisions do not apply to a vote to change the articles.”
Steines v. Menrisky, 222 F. Supp. 3d 648 (N.D. Ill. 2016). “See 805 ILCS 5/8.15(c) (“The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the by-laws.”
— 805 ILCS 5/8.15(a) — 2 cases
Kern v. Arlington Ridge Pathology, S.C., 893 N.E.2d 999 (Ill. App. Ct. 2008). “805 ILCS 5/8.15(a) (West 2004). Defendants note that the provisions of the bylaws requiring certain votes for modification of the bylaws or other major decisions do not apply to a vote to change the articles.”
Kern v. Arlington Ridge Pathology, S.C. (Ill. App. Ct. 2008). “805 ILCS 5/8.15(a) (West 2004). Defendants note that the provisions of the bylaws requiring certain votes for modification of the bylaws or other major decisions do not apply to a vote to change the articles.”
— 805 ILCS 5/8.15(b) — 1 case
Kern v. Arlington Ridge Pathology, S.C., 893 N.E.2d 999 (Ill. App. Ct. 2008). “805 ILCS 5/8.15(a) (West 2004). Defendants note that the provisions of the bylaws requiring certain votes for modification of the bylaws or other major decisions do not apply to a vote to change the articles.”
— 805 ILCS 5/8.15(c) — 3 cases
Kern v. Arlington Ridge Pathology, S.C., 893 N.E.2d 999 (Ill. App. Ct. 2008). “805 ILCS 5/8.15(a) (West 2004). Defendants note that the provisions of the bylaws requiring certain votes for modification of the bylaws or other major decisions do not apply to a vote to change the articles.”
Steines v. Menrisky, 222 F. Supp. 3d 648 (N.D. Ill. 2016). “See 805 ILCS 5/8.15(c) (“The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the by-laws.”
Kern v. Arlington Ridge Pathology, S.C. (Ill. App. Ct. 2008). “805 ILCS 5/8.15(a) (West 2004). Defendants note that the provisions of the bylaws requiring certain votes for modification of the bylaws or other major decisions do not apply to a vote to change the articles.”
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