Proposed Revision to IBCA Allowing Easier Removal of Cumulative Voting
By Margo Hablutzel, J.D., LLM, CISSP
Corporate Law Departments,
March 2025
In its March meeting, the Corporate Law Departments Section Council considered proposals before the Illinois Legislature to eliminate the requirement that Illinois corporations chartered before July 1, 1971, obtain the unanimous consent of shareholders before eliminating cumulative voting. Currently, those companies can only eliminate cumulative voting for directors by a unanimous vote of shareholders, unlike other charter amendments that can be accomplished by a two-thirds majority. The reason this is specific to companies incorporated in Illinois before that date is not only due to the terms of the Illinois Business Corporation Act, but also to the Illinois Constitution.
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