(110 ILCS 305/7d) (from Ch. 144, par. 28d)
Sec. 7d. (a) The Board of Trustees may acquire, through merger, a domestic not-for-profit corporation which is affiliated with the University of Illinois and carries on athletic sports and promotes athletic interests among students of the University. The Board of Trustees and the not-for-profit corporation may accomplish the merger by adopting a plan of merger setting forth:
(1) The names of The Board of Trustees of the University of Illinois and the domestic not-for-profit corporation which propose to merge; and the name of The Board of Trustees of the University of Illinois as the entity into which they propose to merge, which is hereinafter designated as the surviving corporation;
(2) The terms and conditions of the proposed merger; and
(3) Such other provisions with respect to the proposed merger as are deemed necessary or desirable, including provisions, if any, under which the proposed merger may be abandoned prior to the filing of Articles of Merger in the office of the Secretary of State.
Adoption of the plan by the Board of Trustees shall be at a meeting of the Trustees and by affirmative vote of a majority of the Trustees who are qualified to vote.
(b)(1) Articles of Merger shall be executed by the Board and the affiliated corporation and shall set forth:
(A) the name of each corporation;
(B) the plan of merger;
(C) as to the domestic not-for-profit corporation, a statement that the plan was adopted at a meeting of members by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt a plan, as provided in Section 111.20 of the General Not For Profit Corporation Act of 1986, as now or hereafter amended, and the date of the meeting; and
(D) as to the Board of Trustees, a statement that the plan was adopted at a meeting of Trustees by the affirmative vote of a majority of the Trustees qualified to vote, and the date of the meeting.
(2) The Articles of Merger shall be filed in the office of the Secretary of State.
(c)(1) When the provisions of subsection (b) have been complied with, the Secretary of State shall issue a Certificate of Merger. The merger shall become effective upon the issuance of the Certificate of Merger by the Secretary of State or on such later date, not more than 30 days after the issuance of the Certificate by the Secretary of State, as may be provided for in the plan.
(2) The Certificate of Merger, with a copy of the Articles of Merger affixed thereto by the Secretary of State, shall be returned to the Board of Trustees and such Certificate and Articles, or a copy thereof certified by the Secretary of State, shall be filed for record in the office of the Recorder of Champaign County.
(d) When such merger has been effected:
(1) The parties to the plan of merger shall be a single corporation designated in the plan of merger as The Board of Trustees of the University of Illinois, a body corporate and politic.
(2) The separate existence of the domestic not-for-profit corporation, which has merged into The Board of Trustees of the University of Illinois, shall cease.
(3) The Board of Trustees of the University of Illinois as surviving corporation shall possess all the rights, privileges, immunities and franchises, of a public or private nature, of each of the merging corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged, shall be taken and deemed to be transferred and vested in The Board of Trustees of the University of Illinois, without further act or deed; and the title to any real estate, or any interest therein, and property held in trust or received by gift, bequest or devise, vested in either of such corporations shall not revert or be in any way impaired by reason of such merger. The surviving corporation shall be governed by the laws applicable to a body corporate and politic and shall not be governed by the General Not For Profit Corporation Act of 1986.
(4) The Board of Trustees of the University of Illinois shall be responsible and liable for all the liabilities and obligations of each of the corporations so merged; and any claim existing or action or proceeding pending by or against either of such corporations may be prosecuted to judgment as if such merger had not taken place, or the surviving corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of either of such corporations shall be impaired by such merger.
(e) On the effective date of the merger, the employees of the merging corporations shall be employees of the surviving corporation, credited with earned vacation days and sick leave days accrued before the merger; and every person who is employed by the domestic not-for-profit corporation in a position which would be classified as a civil service position if it were under the State Universities Civil Service System, and who has completed 6 months or more of service in the position, shall, without examination, be certified in the State Universities Civil Service System in the classification applicable to the position, and shall be entitled to seniority in such University System from the date of employment in the position by the domestic not-for-profit corporation. Any person who has not completed 6 months of service in such a position on the effective date of the merger shall be required to meet the certifying requirements of the State Universities Civil Service System before being certified. Persons exempt under Section 36e of "An Act to Create the State Universities Civil Service System", approved May 11, 1905, as now or hereafter amended, shall not be covered by the State Universities Civil Service System.
(Source: P.A. 86-6.)
Last modified: February 18, 2015