101ST GENERAL ASSEMBLY
State of Illinois
2019 and 2020
HB3394
 
Introduced , by Rep. Emanuel Chris Welch
 
SYNOPSIS AS INTRODUCED:
 

 
805 ILCS 5/8.10.1 new

     Amends the Business Corporation Act of 1983. Provides that, no later than the close of the 2020 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation's SEC 10-K form, are located in Illinois shall have a minimum of one female director and one African American director on its board of directors. Provides that the Secretary of State shall publish a report on its website documenting the number of corporations that have at least one female director and one African American director, the number of corporations that were in compliance at one point during the preceding calendar year, the number of corporations that moved to Illinois during the preceding calendar year, and the number of corporations that were previously subject to the requirements during the preceding year but are no longer publicly traded. Provides penalties for violations.
  


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A BILL FOR
 

  
HB3394LRB101 11207 TAE 56454 b


  
1    AN ACT concerning business.
  
 
2    Be it enacted by the People of the State of Illinois,
 
3represented in the General Assembly:
  
 
 
4    Section 5. The Business Corporation Act of 1983 is amended  
5by adding Section 8.10.1 as follows:
 
6    (805 ILCS 5/8.10.1 new)
7    Sec. 8.10.1. Composition of board of directors.
8    (a) No later than the close of the 2020 calendar year, a 
9publicly held domestic or foreign corporation whose principal 
10executive offices, according to the corporation's SEC 10-K 
11form, are located in Illinois shall have a minimum of one 
12female director and one African American director on its board 
13of directors. A corporation may increase the number of 
14directors on its board to comply with this Section.
15    (b) No later than July 1, 2020, the Secretary of State 
16shall publish a report on its website documenting the number of 
17domestic and foreign corporations whose principal executive 
18offices, according to the corporation's SEC 10-K form, are 
19located in Illinois and that have at least one female director 
20and one African American director.
21    (c) No later than March 1, 2021, and annually thereafter, 
22the Secretary of State shall publish a report on its Internet 
23website regarding, at a minimum, the following:
 
 
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1        (1) The number of corporations subject to this Section 
2    that were in compliance with the requirements of this 
3    Section during at least one point during the preceding 
4    calendar year.
5        (2) The number of publicly held corporations that moved 
6    their United States headquarters to Illinois from another 
7    state or out of Illinois into another state during the 
8    preceding calendar year.
9        (3) The number of publicly held corporations that were 
10    subject to this Section during the preceding year, but are 
11    no longer publicly traded.
12    (d)(1) The Secretary of State may adopt rules to implement 
13this Section. The Secretary of State may impose penalties for 
14violations of this Section as follows:
15            (A) For failure to timely file board member 
16        information with the Secretary of State pursuant to a 
17        rule adopted pursuant to this paragraph, the amount of 
18        $100,000.
19            (B) For a first violation of subsection (a) or (b), 
20        the amount of $100,000.
21            (C) For a second or subsequent violation of 
22        subsection (a) or (b), the amount of $300,000.
23    (2) For the purposes of this subsection, each director seat 
24required by this Section to be held by a female or African 
25American director that is not held by a female or African 
26American during at least one point of a calendar year shall 
 
 
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1constitute a violation.
2    (3) Penalties collected pursuant to this Section shall be 
3available, upon appropriation by the General Assembly, for use 
4by the Secretary of State to offset the cost of administering 
5this Section.
6    (f) As used in this Section:
7        (1) "African American" means a citizen with at least 
8    partial Sub-Saharan African ancestry and who 
9    self-identifies as being African American.
10        (2) "Female" means an individual who self-identifies 
11    her gender as a woman, without regard to the individual's 
12    designated sex at birth.
13        (3) "Publicly held corporation" means a corporation 
14    with outstanding shares listed on a major United States 
15    stock exchange.