republic-os/legislation/us/states/il/96th/sb-1390.md

---
type: "Bill"
title: "NOT FOR PROFIT CORP-VARIOUS"
description: "Amends the General Not For Profit Corporation Act of 1986. Provides that notices may be delivered by electronic means to an e-mail address, facsimile number, or other appropriate contact (instead of the address) listed on the corporate records. Provides for informal action by voting membership by mail, e-mail, or other electronic means (instead of a written consent by all members entitled to vote) and notice of the informal action must be delivered at least 5 days before the effective date to members who did not vote (instead of a written consent signed by less than all voters is only effective if notice of the proposed action is delivered 5 days before the effective date of the action and if, after the effective date of the consent, prompt written notice of the action is delivered to those who did not give written consent). Provides that writings by directors or members include electronic communications unless prohibited (instead of expressly permitted) by the corporation's bylaws or incorporation articles. Provides that a voting member or the member's agent may examine or copy the corporation's records for a proper purpose and that a disputed records request is decided in circuit court (instead of a member may inspect all books and records for a proper purpose at a reasonable time). Provides that a bylaws amendment eliminating a director position may shorten (instead of may not shorten) the terms of incumbent directors, if approved by those authorized to select the directors. Deletes provision that prohibits the removal, except for cause, of directors of different classes with non-uniform terms. Provides that a transaction between a corporation and a member, director, officer, or any entity in which such an individual has an interest, is not void or voidable solely for that reason if the material facts are disclosed and the board or members in good faith authorize the transaction by a majority vote or the transaction is fair at the time it is authorized (instead of if a transaction is fair to the corporation, the direct or indirect interest of a director is not grounds for invalidating the transaction). Provides that no director shall be liable unless the director earns more than $25,000 (instead of $5,000) per year as a director. Makes other changes."
jurisdiction: "us/states/il"
legislature: "Illinois General Assembly"
session: "96th"
identifier: "SB 1390"
citation: "Illinois SB 1390 (96th)"
classification: ["bill"]
subjects: []
status: "enacted"
primary_sponsors: []
version_count: 3
action_count: 64
vote_count: 4
first_action: "2009-02-11"
last_action: "2009-08-24"
source: "openstates"
source_identifier: "ocd-bill/1df109c7-de77-4ced-8ff4-ab6e7d1a6ab8"
source_url: "http://ilga.gov/legislation/BillStatus.asp?DocNum=1390&GAID=10&DocTypeID=SB&LegId=42639&SessionID=76&GA=96"
source_hash: "b131d0efecb63aa8333169746005f6ed55c2659b136acdd40dd012ebe9ef9c81"
vintage: "2026-07-01"
source_snapshot: "https://data.openstates.org/daily/2026-07-01/public.pgdump"
retrieved_at: "2026-07-06"
confidence: "reported"
tags: ["legislation", "bill", "us-il"]
---

# Illinois SB 1390 (96th) — NOT FOR PROFIT CORP-VARIOUS

Amends the General Not For Profit Corporation Act of 1986. Provides that notices may be delivered by electronic means to an e-mail address, facsimile number, or other appropriate contact (instead of the address) listed on the corporate records. Provides for informal action by voting membership by mail, e-mail, or other electronic means (instead of a written consent by all members entitled to vote) and notice of the informal action must be delivered at least 5 days before the effective date to members who did not vote (instead of a written consent signed by less than all voters is only effective if notice of the proposed action is delivered 5 days before the effective date of the action and if, after the effective date of the consent, prompt written notice of the action is delivered to those who did not give written consent). Provides that writings by directors or members include electronic communications unless prohibited (instead of expressly permitted) by the corporation's bylaws or incorporation articles. Provides that a voting member or the member's agent may examine or copy the corporation's records for a proper purpose and that a disputed records request is decided in circuit court (instead of a member may inspect all books and records for a proper purpose at a reasonable time). Provides that a bylaws amendment eliminating a director position may shorten (instead of may not shorten) the terms of incumbent directors, if approved by those authorized to select the directors. Deletes provision that prohibits the removal, except for cause, of directors of different classes with non-uniform terms. Provides that a transaction between a corporation and a member, director, officer, or any entity in which such an individual has an interest, is not void or voidable solely for that reason if the material facts are disclosed and the board or members in good faith authorize the transaction by a majority vote or the transaction is fair at the time it is authorized (instead of if a transaction is fair to the corporation, the direct or indirect interest of a director is not grounds for invalidating the transaction). Provides that no director shall be liable unless the director earns more than $25,000 (instead of $5,000) per year as a director. Makes other changes.

## Version chain

The bill's text revisions, in order — the diff chain from filing to enrollment.

1. **Introduced** (filed) — [source](http://ilga.gov/legislation/fulltext.asp?DocName=09600SB1390&GA=96&SessionId=76&DocTypeId=SB&LegID=42639&DocNum=1390&GAID=10&Session=&print=true)
2. **Engrossed** (committee substitute) — [source](http://ilga.gov/legislation/fulltext.asp?DocName=09600SB1390eng&GA=96&SessionId=76&DocTypeId=SB&LegID=42639&DocNum=1390&GAID=10&Session=&print=true)
3. **Enrolled** (enrolled) — [source](http://ilga.gov/legislation/fulltext.asp?DocName=09600SB1390enr&GA=96&SessionId=76&DocTypeId=SB&LegID=42639&DocNum=1390&GAID=10&Session=&print=true)

## Votes

- Concurrence — **56–0** (pass) · upper
- Concurrence, Amendment 2 — **56–0** (pass) · upper
- Third Reading — **58–0** (pass) · upper
- Third Reading — **116–0** (pass) · lower

## Sponsors

- A. J. Wilhelmi — primary (person)
- Al Riley — cosponsor (person)

## Timeline

The legislative action history — every referral, reading, and vote.

- **2009-02-11** Filed with Secretary by Sen. A. J. Wilhelmi `filing`
- **2009-02-11** Chief Co-Sponsor Sen. Kirk W. Dillard
- **2009-02-11** First Reading `reading-1`
- **2009-02-11** Referred to Assignments `referral-committee`
- **2009-02-18** Assigned to Judiciary `referral-committee`
- **2009-02-25** Postponed - Judiciary
- **2009-02-27** Added as Chief Co-Sponsor Sen. Pamela J. Althoff
- **2009-03-05** Do Pass Judiciary; 009-000-000 `committee-passage`
- **2009-03-05** Placed on Calendar Order of 2nd Reading March 6, 2009
- **2009-03-10** Senate Floor Amendment No. 1 Filed with Secretary by Sen. A. J. Wilhelmi `amendment-introduction`
- **2009-03-10** Senate Floor Amendment No. 1 Referred to Assignments `referral-committee`
- **2009-03-18** Senate Floor Amendment No. 1 Assignments Refers to Judiciary
- **2009-03-19** Senate Floor Amendment No. 1 Recommend Do Adopt Judiciary; 010-000-000
- **2009-03-25** Senate Floor Amendment No. 2 Filed with Secretary by Sen. A. J. Wilhelmi `amendment-introduction`
- **2009-03-25** Senate Floor Amendment No. 2 Referred to Assignments `referral-committee`
- **2009-03-30** Second Reading `reading-2`
- **2009-03-30** Senate Floor Amendment No. 1 Withdrawn by Sen. A. J. Wilhelmi
- **2009-03-30** Senate Floor Amendment No. 1 Tabled `amendment-failure`
- **2009-03-30** Placed on Calendar Order of 3rd Reading March 31, 2009
- **2009-04-02** Senate Floor Amendment No. 1 Motion Filed Sen. A. J. Wilhelmi; I move to take from the table Floor Amendment #1 to SB 1390
- **2009-04-02** Senate Floor Amendment No. 1 Be Approved for Consideration Assignments; Wilhelmi - Motion (M1) to take from Table
- **2009-04-02** Senate Floor Amendment No. 1 Motion Prevailed Wilhelmi - Motion (M1) to take from Table
- **2009-04-02** Added as Co-Sponsor Sen. Randall M. Hultgren
- **2009-04-02** Recalled to Second Reading `reading-2`
- **2009-04-02** Senate Floor Amendment No. 1 Adopted; Wilhelmi `amendment-passage`
- **2009-04-02** Placed on Calendar Order of 3rd Reading
- **2009-04-02** Third Reading - Passed; 058-000-000 `reading-3, passage`
- **2009-04-02** Senate Floor Amendment No. 2 Tabled Pursuant to Rule 5-4(a) `amendment-failure`
- **2009-04-02** Arrived in House `introduction`
- **2009-04-02** Placed on Calendar Order of First Reading `reading-1`
- **2009-04-02** Chief House Sponsor Rep. John A. Fritchey
- **2009-04-02** First Reading `reading-1`
- **2009-04-02** Referred to Rules Committee `referral-committee`
- **2009-04-20** Assigned to Judiciary I - Civil Law Committee `referral-committee`
- **2009-05-06** House Committee Amendment No. 1 Filed with Clerk by Judiciary I - Civil Law Committee `amendment-introduction`
- **2009-05-06** House Committee Amendment No. 1 Adopted in Judiciary I - Civil Law Committee; by Voice Vote `amendment-passage`
- **2009-05-06** Do Pass as Amended / Short Debate Judiciary I - Civil Law Committee; 015-000-001 `committee-passage`
- **2009-05-06** Placed on Calendar 2nd Reading - Short Debate
- **2009-05-07** Added Alternate Co-Sponsor Rep. Al Riley
- **2009-05-14** House Floor Amendment No. 2 Filed with Clerk by Rep. John A. Fritchey `amendment-introduction`
- **2009-05-14** House Floor Amendment No. 2 Referred to Rules Committee `referral-committee`
- **2009-05-18** House Floor Amendment No. 2 Recommends Be Adopted Rules Committee; 004-000-000 `committee-passage-favorable`
- **2009-05-18** Second Reading - Short Debate `reading-2`
- **2009-05-18** House Floor Amendment No. 2 Adopted by Voice Vote `amendment-passage`
- **2009-05-18** Placed on Calendar Order of 3rd Reading - Short Debate
- **2009-05-19** Added Alternate Chief Co-Sponsor Rep. Jack McGuire
- **2009-05-19** Third Reading - Short Debate - Passed 116-000-000 `reading-3, passage`
- **2009-05-20** Secretary's Desk - Concurrence House Amendment(s) 1, 2
- **2009-05-20** Placed on Calendar Order of Concurrence House Amendment(s) 1, 2 - May 21, 2009
- **2009-05-20** House Committee Amendment No. 1 Motion to Concur Filed with Secretary Sen. A. J. Wilhelmi `filing`
- **2009-05-20** House Committee Amendment No. 1 Motion to Concur Referred to Assignments `referral-committee`
- **2009-05-20** House Floor Amendment No. 2 Motion to Concur Filed with Secretary Sen. A. J. Wilhelmi `filing`
- **2009-05-20** House Floor Amendment No. 2 Motion to Concur Referred to Assignments `referral-committee`
- **2009-05-22** House Committee Amendment No. 1 Motion to Concur Assignments Referred to Judiciary `referral-committee`
- **2009-05-22** House Floor Amendment No. 2 Motion to Concur Assignments Referred to Judiciary `referral-committee`
- **2009-05-26** House Committee Amendment No. 1 Motion To Concur Recommended Do Adopt Judiciary; 010-000-000
- **2009-05-26** House Floor Amendment No. 2 Motion To Concur Recommended Do Adopt Judiciary; 010-000-000
- **2009-05-27** House Committee Amendment No. 1 Senate Concurs 056-000-000
- **2009-05-27** House Floor Amendment No. 2 Senate Concurs 056-000-000
- **2009-05-27** Passed Both Houses
- **2009-06-25** Sent to the Governor `executive-receipt`
- **2009-08-24** Governor Approved `executive-signature`
- **2009-08-24** Effective Date January 1, 2010
- **2009-08-24** Public Act . . . . . . . . . 96-0649 `became-law`

## Source

OpenStates / OpenCivicData bulk snapshot [2026-07-01](https://data.openstates.org/daily/2026-07-01/public.pgdump); origin `ocd-bill/1df109c7-de77-4ced-8ff4-ab6e7d1a6ab8`. Confidence: reported (aggregated from official Illinois legislature records).