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Old October 9th 05, 07:14 PM
 
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Default Illinois Not For Profit Corporation law

When our social not-for-profit corporation was registered in Illinois
several years ago, the last paragraph of our Articles of Incorporation
has some apparent "boiler plate" language pertaining to disposition of
assets in the case of dissolution of the corporation. In particular,
it reads, in part, "Any such assets not so disposed of shall be
disposed of by the Court of Common Pleas of the county in which the
principal of the corporation is then located...."

I'm not sure of the source of this language, but until recently our
"principal office" was located in Illinois. Now it's located in the
State of Virginia.

In the event application of this language becomes necessary, could some
one please suggest which court in which State/County would have
jurisdiction? It is my understanding that Illinois does not have any
"Court of Common Pleas", and I don't know about Virginia.

Or does the language in our Articles of Incoroporation need to be
amended?

(The reason I'm posting on this group is that I see a lot of discussion
of not-for-profit corporations here. If there is a more appropriate
group, I would appreciate that information also!)

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Old October 9th 05, 11:47 PM
David Ames
 
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wrote:
When our social not-for-profit corporation was registered in Illinois
several years ago, the last paragraph of our Articles of Incorporation
has some apparent "boiler plate" language pertaining to disposition of
assets in the case of dissolution of the corporation. In particular,
it reads, in part, "Any such assets not so disposed of shall be
disposed of by the Court of Common Pleas of the county in which the
principal of the corporation is then located...."

I'm not sure of the source of this language, but until recently our
"principal office" was located in Illinois. Now it's located in the
State of Virginia.

In the event application of this language becomes necessary, could some
one please suggest which court in which State/County would have
jurisdiction? It is my understanding that Illinois does not have any
"Court of Common Pleas", and I don't know about Virginia.

Or does the language in our Articles of Incoroporation need to be
amended?

(The reason I'm posting on this group is that I see a lot of discussion
of not-for-profit corporations here. If there is a more appropriate
group, I would appreciate that information also!)


Does the Illinois statute indicate what is meant by "principal of the
corporation"? If that was boiler-plate, it presumably had a meaning
that was well-known in Illinois. Does the law practice survive that
drew up the Articles?

David Ames

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Old October 12th 05, 06:24 PM
[email protected]
 
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David -

Thanks for your reply. I've been in the hospital a few days and
just got home.

I see that I dropped a word in my original quote from the
Articles of Corporation. It should read "principal office of the
corporation", etc.

The attorney that drew this up died several years ago.

I've looked at the Illinois statutes and find mention of the
provisions concerning court actions in dissolution cases(805 ILCS
105/112.60), and it provides they may be commenced in either the county
in which the registered office or the principal office is located. My
question remains as to whether all such actions have to be commenced in
the State of Illinois where we are registered.

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