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| 1 | AN ACT concerning business.
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| 2 | Be it enacted by the People of the State of Illinois,
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| 3 | represented in the General Assembly:
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| 4 | Section 5. The Business Corporation Act of 1983 is amended | ||||||
| 5 | by 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 | ||||||
| 9 | publicly held domestic or foreign corporation whose principal | ||||||
| 10 | executive offices, according to the corporation's SEC 10-K | ||||||
| 11 | form, are located in Illinois shall have a minimum of one | ||||||
| 12 | female director and one African American director on its board | ||||||
| 13 | of directors. A corporation may increase the number of | ||||||
| 14 | directors on its board to comply with this Section. | ||||||
| 15 | (b) No later than July 1, 2020, the Secretary of State | ||||||
| 16 | shall publish a report on its website documenting the number of | ||||||
| 17 | domestic and foreign corporations whose principal executive | ||||||
| 18 | offices, according to the corporation's SEC 10-K form, are | ||||||
| 19 | located in Illinois and that have at least one female director | ||||||
| 20 | and one African American director. | ||||||
| 21 | (c) No later than March 1, 2021, and annually thereafter, | ||||||
| 22 | the Secretary of State shall publish a report on its Internet | ||||||
| 23 | website 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 | ||||||
| 13 | this Section. The Secretary of State may impose penalties for | ||||||
| 14 | violations 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), the | ||||||
| 20 | amount of $100,000. | ||||||
| 21 | (C) For a second or subsequent violation of | ||||||
| 22 | subsection (a), the amount of $300,000. | ||||||
| 23 | (2) For the purposes of this subsection, each director seat | ||||||
| 24 | required by this Section to be held by a female or African | ||||||
| 25 | American director that is not held by a female or African | ||||||
| 26 | American during at least one point of a calendar year shall | ||||||
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| 1 | constitute a violation. | ||||||
| 2 | (3) Penalties collected pursuant to this Section shall be | ||||||
| 3 | available, upon appropriation by the General Assembly, for use | ||||||
| 4 | by the Secretary of State to offset the cost of administering | ||||||
| 5 | this Section. | ||||||
| 6 | (e) 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.
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