(Sims, D-Chicago; Andrade, D-Chicago) creates the Uniform Electronic Transactions Act to join 48 other states if enacted. It replaces the Electronic Commerce Security Act of 1999. Effective June 25, 2021.
(Morrison, D-Highwood; Morgan, D-Highwood) makes several change sto the Business Corporation Act. (1) It amends Section 7.05 to provide that shareholder meetings can be held through means of remote communication if the corporation implements reasonable measures to ensure (a) that each person participating remotely is a shareholder; and (b) that shareholders participating remotely have a reasonable opportunity to participate in the meeting and to vote on resolutions considered at the meeting. It allows for both fully remote shareholder meetings and hybrid meetings at which some shareholders are present in person and some shareholders participate remotely.
To facilitate remote shareholder meetings, Section 7.15 is amended to provide that the means of remote communication must be included in the notice of shareholders meeting and amends Section 7.30 to provide that lists of shareholders eligible to vote at the meeting may be maintained on a reasonably accessible electronic network.
Senate Bill 116 also creates a new Section 14.13 that allows for the filing by corporations of interim changes to the corporation’s name, address, officers, directors, principal office, or minority-owned business status.
Senate Bill 116 also amends the Limited Liability Company Act to allow terminated limited liability companies to revoke their termination within 90 days of the effective date of termination if the company has not begun to distribute its assets or commenced proceedings for a court supervision of its winding up. The LLC Act is also amended to allow voluntarily terminated limited liability companies to be reinstated upon the filing of all reports and the payment of all fees and penalties then due.
Passed both chambers. Effective Jan. 1, 2022.
(Sims, D-Chicago; Andrade, D-Chicago) creates the Uniform Electronic Transactions Act to join 48 other states if enacted. It replaces the Electronic Commerce Security Act of 1999. Passed both chambers. Effective immediately.
(Holmes, D-Aurora; Kifowit, D-Aurora) amends the Illinois Notary Public Act providing requirements authorizing electronic and remote notarization and electronic notaries public. Effective on the later of: (1) January 1, 2022; or (2) the date on which the Secretary of State files with its Index Department a notice of its adoption of rules necessary to implement this Act.
(Crowe, D-Maryville; Didech, D-Buffalo Grove) provides for (1) the valid execution, attestation, self-proving, and probate of electronic wills, paper copies of electronic wills, and wills attested to by witnesses through audio-video communication; and (2) the valid execution, attestation, and witnessing of documents, other than wills, through audio-visual communication. Passed both chambers. Effective on the Governor’s signature.
(Sims, D-Chicago; Ann Williams, D-Chicago) creates the Uniform Electronic Transactions Act to join 48 other states if enacted. It replaces the Electronic Commerce Security Act of 1999. Passed both chambers. Effective immediately on the Governor's signature.
Plaintiff restaurant is estopped from challenging the inclusion of reasonable management fees and ComEd leasehold charges in the common area maintenance (CAM) charges that it is required to pay a portion of under the parties' lease. Plaintiff knew about the management fees, had, more than 20 years prior, engaged an attorney who disputed the new charges in writing and received an explanation for their inclusion in the CAM costs. Thus, Plaintiff knew what it was being charged when it executed the estoppel certificate.Plaintiff did not violate the purpose clause of the lease when it added video gaming terminals to its restaurant and liquor lounge. Video gaming is a lawful activity that licensed liquor lounges may engage in that Plaintiff did not, by adding a small number of gaming terminals to its bar and restaurant, take on a qualitatively different purpose in violation of the parties' lease. (CONNORS and HARRIS, concurring.)
Court found that Defendant breached his fiduciary duty to corporation as a shareholder by usurping corporate opportunities and by using the corporate line of credit for his personal profit. Court found that Plaintiff did not have standing to bring a derivative action on behalf or corporation because Plaintiff knew about Defendant's wrongful conduct prior to becoming a shareholder and because of Plaintiff's personal animosity toward Defendant. Plaintiff failed to present specific evidence of damages. Party seeking damages in action for breach of fiduciary duty must supply a reasonable basis for computation of damages. Plaintiff failed to reconcile all transactions, documents, loans, and payments and to quantify his damages using additional evidence. Court did not err in finding that Plaintiff was not entitled to an equitable accounting, as this would have provided no more information than that which was already contained in documentation Plaintiff already obtained through discovery. (HOWSE and ELLIS, concurring.)
(Crowe, D-Maryville) provides that an electronic will shall be executed by the testator or by some person in the testator's presence and at the testator's direction, and attested to in the testator's presence by two or more credible witnesses. Provides for the revocation of an electronic will. Provides that an electronic will is a digital asset and any person or business in possession of an electronic will is a custodian.
Provides that a person may witness any document, other than a will, using audio-video communication between the individual's signing the document and the witness. Provides for remote attestation for a will and methods for determining a signer's or testator's identity.
Provides for the verification of an electronic will when a petition to have an electronic will admitted to probate is filed. Provides for: admission of a paper copy of an electronic will; admission of a will attested to by a witness who is physically present; admission of a will attested to by a remote witness; and admission of a will signed under the Electronic Commerce Security Act.
Provides that nothing prohibits any party from introducing evidence of fraud, forgery, compulsion, or other improper conduct which in the opinion of the court is deemed sufficient to invalidate the will when being admitted. Provides for: formal proof of a will with a remote witness; formal proof of an electronic will; and formal proof of a will witnessed under the Electronic Commerce Security Act.
Senate Bill 72 has just been introduced.
(Barickman, R-Bloomington ) amends the Real Property Transfer on Death Instrument Act to make numerous changes since its enactment in 2012 to reflect practitioners' experience with the original Act. It has just been introduced. The changes are as follows:
(1) The definition of owner is revised to reflect that only individuals acting in their own personal capacity can execute a TODI.
(2) The term “residential real estate” is replaced throughout the text with the term “real property.” Illinois is the only state to date that limits the availability of a TODI to residential real estate.
(3) Clarifies that a TODI can transfer the real property to the beneficiary in any form of ownership recognized and valid under state law.
(4) Clarifies that a TODI can designate the trustee of a trust that may be amended, modified, revoked or terminated after the date the TODI is executed, and a trustee under a will of another individual who has predeceased the owner.
(5) Clarifies that a TODI may not be admitted to probate as the will of the owner or as a codicil to the owner’s will.
(6) Clarifies that a TODI witnessed by only one witness, even if notarized, is not a valid TODI. It also clarifies that the attestation clause language and formalities to be followed in executing the TODI require only “substantial compliance.”
(7) Clarifies that the owner may transfer the real property at any time without regard to the fact a TODI is filed. A transfer of the real property effectively revokes the TODI, not by means of a revocation, but by the doctrine of extinction by ademption.
(8) Regarding the default rules that govern when two or more beneficiaries are designated, Illinois law presumes when property is deeded or transferred to two or more parties, the parties take equal shares as tenants in common and not as joint tenants unless otherwise indicated. Stating the default rule, though perhaps not legally necessary, will avoid a possible ambiguity and clarify the default rule governing lapses and concurrent ownership.
(9) Clarifies that unless waived by the surviving spouse, a TODI is subject to renunciation by the surviving spouse and provides the procedure by which the rights are to be exercised.
(10) Clarifies the currently vague language on the rights of creditors with more specific language borrowed from the Uniform Law Commission but consistent with long-standing Illinois law.