Illinois Statutes Chapter 805. Business Organizations § 105/112.17. Plan of distribution

(a) Where there are members having voting rights on dissolution, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written or printed notice setting forth the proposed plan of distribution or a summary thereof shall be delivered to each member entitled to vote at such meeting, within the time and in the manner provided in this Act for the giving of notice of meetings of members. Such plan of distribution shall be adopted upon receiving the affirmative vote of at least two-thirds of the votes present and voted either in person or by proxy, unless any class of member is entitled to vote as a class in respect thereof, in which event the proposed plan of distribution shall be adopted by receiving the affirmative vote of at least two-thirds of the votes of the class present and voted either in person or by proxy. The articles of incorporation or the bylaws may supersede the two-thirds vote requirement of this subsection by specifying any smaller or larger vote requirement not less than a majority of the votes which members entitled to vote on such matters shall vote, either in person or by proxy at a meeting at which there is a quorum.

(b) Where there are no members having voting rights, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.