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Illinois Statutes Chapter 215. Insurance § 120/8. Amendment of Articles of Incorporation

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§ 8. Amendment of Articles of Incorporation.

(1) A farm mutual company may amend its articles of incorporation in any respect not in violation of this Act.

(2) Amendments to the articles shall be made in the following manner:

The board of directors shall adopt a resolution to amend the articles of incorporation and sign a Statement of Directors setting forth such resolution and deliver the Statement of Directors in duplicate to the Director of Insurance together with duplicate copies of the restated articles of incorporation to be approved or disapproved by the Director. If approved, the Director shall place on file in his office all of the documents so delivered to him except one of the duplicate originals of the amended articles of incorporation which shall be delivered to the farm mutual insurance company. The farm mutual insurance company shall file the duplicate original copy of the amended articles of incorporation for record, within 15 days after it has been delivered to the farm mutual insurance company, in the office of the Recorder of the domiciliary county.

(3) Amended articles must set forth:

(a) The corporate name which must include the words “Mutual Insurance Company”.

(b) The location of its principal office: city and county.

(c) The period of duration, which may be perpetual.

(d) The kinds of insurance as provided in Section 5 of this Act, in which it proposes to write.

(e) The exact number, terms of office of and the manner of electing the members of the board.

(f) The date, time and place of the annual meeting of members.

(g) The territory in which the farm mutual insurance company operates, pursuant to Sections 6 and 7 of this Act.

(4) Each farm mutual insurance company shall hold an annual meeting of its members on the date and time and at the place specified in its articles of incorporation; immediately thereafter, a separate meeting of the board of directors shall be held for the purpose of electing officers. The annual meeting shall be held on or before the first day of May and shall be held in the domiciliary county where the home office of the company is located. At such meeting the Treasurer shall present an annual statement showing the condition of the company on December 31 of the preceding year.

Notice of the annual meeting of the members shall be stamped or printed in or on the policy.

(5) The number of directors shall not be less than 7, nor more than 15 members, a majority of whom shall constitute a quorum to do business, to be elected by ballot of the members and who shall be elected in the manner and for the length of time prescribed in the articles of incorporation. Directors may be elected for a period of no more than 3 years. No more than one-half of the directors shall be elected in any one year. Said election shall be held at the annual meeting of the company. Every person insured shall be entitled to one vote and may cast the same in person or by proxy. Vacancies on the board shall be filled by the remaining directors until the next annual meeting.

The directors shall elect from their number a president and at their option a vice president, and such additional officers as they may deem necessary, and shall also elect a treasurer, and a secretary, who may or may not be a member of the company. The offices of secretary and treasurer may be occupied by one person. All of such officers shall hold their office for one year, and until their successors are elected and qualified.

(6) The company shall prepare and maintain a surety bond on any person handling company funds and on any officer, director, or employee for the faithful performance of his duties, in such amounts pursuant to the regulations promulgated by the Director.

Cite this article: - Illinois Statutes Chapter 215. Insurance § 120/8. Amendment of Articles of Incorporation - last updated January 01, 2019 |

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