Board Resolution: Holding Annual Shareholders' Meeting
(IL Corporation)

Summary

This template Board Resolution: Holding Annual Shareholders' Meeting (IL Corporation) can be used by an Illinois corporation's board of directors to call the annual meeting of its shareholders. This template includes practical guidance, drafting notes, and optional clauses. An Illinois corporation must hold an annual meeting of shareholders as may be provided in its bylaws or in a resolution of the board of directors (pursuant to authority granted in the bylaws). Shareholder meetings may be held within or outside of Illinois, as provided in its bylaws or in a resolution of the board of directors; in the absence of such provision the meetings shall be held at the corporation's registered office in Illinois. An Illinois corporation must provide written notice (either personally or by mail) to all its shareholders entitled to vote of the date, time, place (if any), and means of remote communication (if any) of annual shareholders' meetings no fewer than 10 nor more than 60 days before the meeting date. In instances where the meeting involves a merger, consolidation, share exchange, dissolution or sale, lease, or exchange of assets, the notice must be given no less than 20 or more than 60 days before the date of the meeting. 805 Ill. Comp. Stat. Ann. 5/7.15. Unless prohibited by the articles of incorporation or bylaws, shareholders may participate in annual (and special) meetings by means of remote communication, including, but not limited to, conference telephone and other means of communication where all persons may hear each other during the meeting. Shareholders participating by means of remote communication will be deemed present and may vote if the corporation has implemented reasonable measures to verify each person is a shareholder and to provide them with a reasonable opportunity to participate in the meeting and to vote. 805 Ill. Comp. Stat. Ann. 5/7.05. Shareholders may waive notice of the meeting in a signed writing. A shareholder's attendance at a meeting will serve to waive notice requirements unless the shareholder timely objects at the beginning of the meeting. 805 Ill. Comp. Stat. Ann. 5/7.20. For a full listing of key content covering Board Resolutions for Private Company Corporate Governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For additional guidance and templates regarding formation and shareholders' meetings for Illinois corporations, see Formation and Qualification (IL Corporation), Corporation Stock and Stockholders (IL Corporation), Notice of Annual Shareholder Meeting, and Annual Shareholders' Meeting Agenda and Script (Corporation).