(805 ILCS 315/8) (from Ch. 32, par. 447)
Sec. 8. Each association organized under this Act, shall prepare and file articles of incorporation, setting forth:
(a) The name of the association which may or may not include the word co-operative or any abbreviation thereof.
(b) The purpose for which it is formed.
(c) The place where its principal office within the State will be located.
(d) The term for which it is to exist, which may be perpetual.
(e) The minimum number of directors thereof, which must be not less than 5 and may be any number in excess thereof; the term of office of such directors, and the names and addresses of those who are to serve as incorporating directors for the first term, and/or until the election and qualification of their successors.
(f) If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal; if unequal the general rule or rules applicable to all members by which the property rights and interest, respectively of each member may and shall be determined and fixed, and provision for the admission of new members, who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This provision or paragraph of the articles of incorporation may not be altered, amended or repealed, except by the written consent or vote of 3/4 of the members.
(g) If organized with capital stock, the amount of such stock and the number of shares into which the capital stock is to be divided; whether all or part of the same shall have par value, and if so, the par value thereof, which shall not be less than one dollar, nor more than $1,000 per share, and whether all or part of the same shall have no par value, and if there is to be more than one class of stock created, a description of the different classes, the number of shares in each class, and the relative rights, interest and preferences each class shall represent; and if the same shall be desired, a provision that any or all classes of preferred stock may be issued in series and that dividends shall be payable with respect to any such series at such rate not exceeding 8% per annum, or such lesser amount as may be fixed in the articles of incorporation, or any amendment thereof, and that the shares of such series may be reduced at such redemption price and bear such particular designation as the board of directors, subject to such restrictions as may be imposed in the articles of incorporation, or any amendment thereof, shall by resolution, determine and fix prior to the issue of any stock of such series. Such articles of incorporation or any amendment thereto, may provide, that in the case of any share of stock in such association, issued thereby, to any bona fide producer of agricultural products, or to any co-operative association as defined in this Act, that such share is subject to the condition, that the directors of such association shall be trustees of such share of stock upon such producer becoming a non-producer of agricultural products, or such co-operative association ceasing to be operated as a co-operative association; and that in the case of any share of stock issued in the first instance to any non-producer of agricultural products, or to any corporation not operating as a co-operative association, that such share is subject to the condition that the directors of such association shall be the trustees of such share of stock; and that in either of such cases, thereupon the trustees of such share of stock shall be vested with the legal and equitable title thereto, and the stock certificate held by such producer who has become a non-producer, or such non-producer, or such corporation, not operating as a co-operative association, as the case may be, shall legally become or be a participation certificate entitling the holder thereof to any dividends provided for in such certificate, any moneys accruing by virtue thereof, and any pecuniary rights accruing thereunder, under the provisions of this Act; that the trustees of such certificate shall pay over all such dividends and moneys to the certificate holder and protect and execute all such pecuniary rights; that the voting power, and all other legal and beneficial interests, other than those given to the certificate holder as hereinabove provided, shall be held by such trustees and exercised and managed by them by vote of a majority of such trustees; and that in case such certificate holder, thereafter, becomes a bona fide producer of agricultural products, or a co-operative association, that affidavit be made to such effect and filed with the directors thereof, and thereupon, such trustees shall be discharged and the legal and equitable title to such share and all other interests whatsoever, shall vest in such certificate holder and all the powers and privileges pertaining to such share of stock may be exercised thereby.
(h) In addition to the foregoing, the articles of incorporation of any association incorporated hereunder may contain any provision consistent with law with respect to management, regulation, government, financing, indebtedness, membership, the establishment of voting districts and the election of delegates for representative purposes, the issuance, retirement, and transfer of the stock, if formed with capital stock, or any provisions relative to the way or manner in which it shall operate or with respect to its members, officers or directors and any other provisions relating to its affairs.
The articles shall be subscribed by the incorporators and acknowledged by one of them before an officer authorized by law to take and certify acknowledgments of deeds and conveyances, and shall be filed in the office of the Secretary of State; when so filed, the articles of incorporation, or certified copies thereof, shall be received in all the courts of this State, and other places, as prima facie evidence of the facts contained therein, and of the due incorporation of such association. A certified copy of the articles of incorporation shall also be filed with the Director of Agriculture by the association.
(Source: P.A. 93-197, eff. 7-14-03.)
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Last modified: February 18, 2015