HB2924 EngrossedLRB104 11725 SPS 21814 b HB2924 Engrossed LRB104 11725 SPS 21814 b HB2924 Engrossed LRB104 11725 SPS 21814 b 1 AN ACT concerning business. 2 Be it enacted by the People of the State of Illinois, 3 represented in the General Assembly: 4 Section 5. The Business Corporation Act of 1983 is amended 5 by changing Section 7.40 as follows: 6 (805 ILCS 5/7.40) (from Ch. 32, par. 7.40) 7 Sec. 7.40. Voting of shares. 8 (a) Subject to subsections (b), (c), and (d) of this 9 Section 7.40, each outstanding share, regardless of class, 10 shall be entitled to one vote in each matter submitted to a 11 vote at a meeting of shareholders, and except as specifically 12 provided in Section 8.30, in all elections for directors, 13 every shareholder shall have the right to vote the number of 14 shares owned by such shareholder for as many persons as there 15 are directors to be elected, or to cumulate such votes and give 16 one candidate as many votes as shall equal the number of 17 directors multiplied by the number of such shares or to 18 distribute such cumulative votes in any proportion among any 19 number of candidates. A shareholder may vote either in person 20 or by proxy subject to the provisions of Section 7.50. 21 (b) The articles of incorporation of any corporation 22 incorporated after December 31, 1981, may limit or eliminate 23 cumulative voting rights in all or specified circumstances, or HB2924 Engrossed LRB104 11725 SPS 21814 b HB2924 Engrossed- 2 -LRB104 11725 SPS 21814 b HB2924 Engrossed - 2 - LRB104 11725 SPS 21814 b HB2924 Engrossed - 2 - LRB104 11725 SPS 21814 b 1 may limit or deny voting rights or may provide special voting 2 rights as to any class or classes or series of shares of such 3 corporation. 4 (c) A corporation, whenever incorporated, may amend its 5 articles of incorporation to limit or eliminate cumulative 6 voting rights in all or specified circumstances, or to limit 7 or deny voting rights or to provide special voting rights as to 8 any class or classes or series of shares of such corporation. 9 (d) If the articles of incorporation provide for more or 10 less than one vote for any share on any matter, every reference 11 in this Act to a majority or other proportion greater than a 12 majority of shares shall refer to that majority or other 13 proportion greater than a majority of the votes of the shares. 14 (Source: P.A. 89-48, eff. 6-23-95.) HB2924 Engrossed - 2 - LRB104 11725 SPS 21814 b