Illinois · Act NP
General Not For Profit Corporation Act of 1986 — Plain-English Summary
Every section of this body of law translated into plain English for Illinois board members and homeowners.
General provisions
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§101.01
This Act may be cited as the General Not For Profit Corporation Act of 1986. Most Illinois associations that incorporate do it here. CPA §18.3 and CICAA pull…
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§101.80
Defines articles of incorporation, board of directors, bylaws, member, and the other corporate words used in this Act.
Amendments
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§110.05
The articles may be amended as this Article provides. For an association, a recorded declaration amendment under CPA §27 / CICAA §1-20 is a separate (and usu…
Dissolution
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§112.16
Special rules for dissolving a homeowners' association corporation. Boards cannot quietly dissolve the HOA out from under the owners; the declaration and the…
Incorporation
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§102.05
One or more incorporators may form an Illinois not-for-profit corporation by filing articles of incorporation with the Secretary of State.
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§102.10
Lists the required contents of the articles (name, purpose, registered agent, whether the corporation will have members) and optional provisions. CPA §18.1 t…
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§102.25
The board adopts the initial bylaws. Thereafter the bylaws are amended as they themselves provide, or as this Act provides. For an association, CPA §18 / CIC…
Purposes and powers
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§103.05
A not-for-profit corporation may be organized for the purposes this section lists (including homeowners' associations). The articles state the purpose; an HO…
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§103.10
Unless the articles limit them, a not-for-profit corporation has the listed powers: sue and be sued, make contracts, borrow, hold property, elect directors a…
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§103.30
A homeowners' association organized under this Act may not prohibit display of the American flag or a military flag, with the same reasonable placement rules…
Members
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§107.03
A not-for-profit corporation may have members, and may have classes of members, as the articles or bylaws provide. In a condominium, every unit owner is a me…
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§107.05
Member meetings may be in or out of Illinois as the bylaws provide; the default is the registered office. CPA and CICAA separately require association annual…
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§107.10
Members may act without a meeting by written consent on the terms this section sets. Association secret-ballot or meeting rules in CPA §18 / CICAA §1-40 stil…
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§107.15
Member-meeting notice is given as the bylaws provide, with the defaults this section supplies. CICAA's 10-to-30-day prescribed-delivery rule is the associati…
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§107.20
A member may waive notice in writing. Attendance at a meeting waives objection to notice unless the member objects at the start.
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§107.25
The bylaws or the board may fix a record date to determine who may vote or receive notice. If none is fixed, this section supplies the default.
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§107.40
Each member entitled to vote has one vote unless the articles or bylaws provide otherwise. In a condominium the declaration's percentage of ownership, not th…
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§107.50
A member may vote by proxy. A proxy is not valid after 11 months unless it provides otherwise, and is revocable as this section provides. CPA §18 adds associ…
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§107.60
Unless the bylaws provide otherwise, a quorum of members is one-tenth of the votes entitled to be cast. CICAA defaults a membership quorum at 20 percent, whi…
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§107.75
The corporation must keep correct books of account, minutes of members, board, and committees, and at its registered or principal office a record of the name…
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§107.80
Voting members may bring a derivative action on the terms this section sets, typically after demand on the board. Association standing to sue on common eleme…
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§107.85
Members are not personally liable for the corporation's debts or acts merely by being members. An owner's obligation for assessments is a separate statutory …
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§107.90
Extra rules for a not-for-profit residential cooperative (including, for larger co-ops in certain counties, recording of membership transfers). Illinois hous…
Directors and officers
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§108.05
A not-for-profit corporation must have a board of directors. Corporate powers are exercised by or under the board. For an association, CPA §18.4 / CICAA §1-3…
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§108.10
The board has at least three directors, with the number fixed in the articles or bylaws. Directors are elected and resign as this section and the bylaws prov…
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§108.15
A majority of the directors then in office is a quorum unless the bylaws require more. The act of a majority of those present at a meeting with a quorum is t…
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§108.20
The board may meet in or out of Illinois as the bylaws provide. CPA and CICAA still require that association board meetings be open to owners, with 48-hour n…
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§108.21
Board meetings of a not-for-profit homeowners association or residential cooperative must be open to any member except litigation, hiring/firing, or rule-vio…
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§108.25
Regular board meetings may be held without additional notice of date, time, or place if the bylaws so provide. Special board meetings are noticed as the byla…
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§108.30
Unless the articles or bylaws provide otherwise, a vacancy may be filled by the remaining directors. CPA §18 and CICAA §1-25 overlay the two-thirds remaining…
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§108.35
Members may remove a director by a two-thirds vote, at a meeting called for that purpose, with notice that names the director. CICAA §1-35(c) is the associat…
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§108.40
The board may create committees and appoint directors to them. A committee may exercise board authority only as this section allows; it cannot fill board vac…
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§108.45
The board may act without a meeting by written consent on the terms this section sets. CPA and CICAA still require open noticed meetings for the association …
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§108.50
The corporation has the officers the bylaws describe. CICAA §1-25 requires a president, secretary, and treasurer elected from among the board. CPA bylaws mus…
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§108.60
A contract or transaction with a director is not automatically void if it is fair to the corporation and is disclosed and approved as this section provides. …
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§108.65
Directors who vote for an illegal distribution or similar listed act can be jointly and severally liable. A director who dissents on the record is protected.…
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§108.70
An uncompensated director or officer of a 501(c) corporation is not liable for damages from the exercise of judgment in that role unless the act was willful …
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§108.75
The corporation may indemnify directors, officers, employees, and agents, and may buy insurance, on the terms this section sets. CPA §12 separately requires …
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§108.80
A not-for-profit corporation may not lend money to its directors or officers. A violating loan is the personal obligation of the directors who approved it.
Frequently asked about Act NP
- What is Illinois Act NP?
- Illinois Act NP — the General Not For Profit Corporation Act of 1986 — is the body of law that governs how every Illinois nonprofit corporation is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
- How many sections are in Act NP?
- Act NP contains 39 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at ilga.gov.
- Is the summary on this site legal advice?
- No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a Illinois-licensed attorney.
- How often does Illinois Act NP change?
- The Illinois General Assembly can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
- Does SoShiny enforce Act NP for me?
- No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.
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