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Public Act 101-0589


 

Public Act 0589 101ST GENERAL ASSEMBLY

  
  
  

 


 
Public Act 101-0589
 
HB3394 EnrolledLRB101 11207 TAE 56454 b

    AN ACT concerning business.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Business Corporation Act of 1983 is amended
by changing Section 14.05 and adding Section 8.12 as follows:
 
    (805 ILCS 5/8.12 new)
    Sec. 8.12. Female and minority directors.
    (a) Findings and purpose. The General Assembly finds that
women and minorities are still largely underrepresented
nationally in positions of corporate authority, such as serving
as a director on a corporation's board of directors. This low
representation could be contributing to the disparity seen in
wages made by females and minorities versus their white male
counterparts. Increased representation of these individuals as
directors on boards of directors for corporations may boost the
Illinois economy, improve opportunities for women and
minorities in the workplace, and foster an environment in
Illinois where the business community is representative of our
residents. Therefore, it is the intent of the General Assembly
to gather more data and study this issue within the State so
that effective policy changes may be implemented to eliminate
this disparity.
    (b) As used in this Section:
    "Annual report" means the report submitted annually to the
Secretary of State pursuant to this Act.
    "Female" means a person who is a citizen or lawful
permanent resident of the United States and who self-identifies
as a woman, without regard to the individual's designated sex
at birth.
    "Minority person" means a person who is a citizen or lawful
permanent resident of the United States and who is any of the
following races or ethnicities:
        (1) American Indian or Alaska Native (a person having
    origins in any of the original peoples of North and South
    America, including Central America, and who maintains
    tribal affiliation or community attachment).
        (2) Asian (a person having origins in any of the
    original peoples of the Far East, Southeast Asia, or the
    Indian subcontinent, including, but not limited to,
    Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,
    the Philippine Islands, Thailand, and Vietnam).
        (3) Black or African American (a person having origins
    in any of the black racial groups of Africa). Terms such as
    "Haitian" or "Negro" can be used in addition to "Black" or
    "African American".
        (4) Hispanic or Latino (a person of Cuban, Mexican,
    Puerto Rican, South or Central American, or other Spanish
    culture or origin, regardless of race).
        (5) Native Hawaiian or Other Pacific Islander (a person
    having origins in any of the original peoples of Hawaii,
    Guam, Samoa, or other Pacific Islands).
        (6) "Publicly held domestic or foreign corporation"
    means a corporation with outstanding shares listed on a
    major United States stock exchange.
    (c) Reporting to the Secretary of State. As soon as
practical after the effective date of this amendatory Act of
the 101st General Assembly, but no later than January 1, 2021,
the following information shall be provided in a corporation's
annual report submitted to the Secretary of State under this
Act and made available by the Secretary of State to the public
online as it is received:
        (1) Whether the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois.
        (2) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, data on specific qualifications,
    skills, and experience that the corporation considers for
    its board of directors, nominees for the board of
    directors, and executive officers.
        (3) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, the self-identified gender of each
    member of its board of directors.
        (4) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, whether each member of its board of
    directors self-identifies as a minority person and, if so,
    which race or ethnicity to which the member belongs.
        (5) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, a description of the corporation's
    process for identifying and evaluating nominees for the
    board of directors, including whether and, if so, how
    demographic diversity is considered.
        (6) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, a description of the corporation's
    process for identifying and appointing executive officers,
    including whether and, if so, how demographic diversity is
    considered.
        (7) Where the corporation is a publicly held domestic
    or foreign corporation with its principal executive office
    located in Illinois, a description of the corporation's
    policies and practices for promoting diversity, equity,
    and inclusion among its board of directors and executive
    officers.
    Information reported under this subsection shall be
updated in each annual report filed with the Secretary of State
thereafter.
    (d) Beginning no later than March 1, 2021, and every March
1 thereafter, the University of Illinois Systems shall review
the information reported and published under subsection (c) and
shall publish on its website a report that provides aggregate
data on the demographic characteristics of the boards of
directors and executive officers of corporations filing an
annual report for the preceding year along with an
individualized rating for each corporation. The report shall
also identify strategies for promoting diversity and inclusion
among boards of directors and corporate executive officers.
    (e) The University of Illinois System shall establish a
rating system assessing the representation of women and
minorities on corporate boards of directors of those
corporations that are publicly held domestic or foreign
corporations with their principal executive office located in
Illinois based on the information gathered under this Section.
The rating system shall consider, among other things:
compliance with the demographic reporting obligations in
subsection (c); the corporation's policies and practices for
encouraging diversity in recruitment, board membership, and
executive appointments; and the demographic diversity of board
seats and executive positions.
 
    (805 ILCS 5/14.05)  (from Ch. 32, par. 14.05)
    Sec. 14.05. Annual report of domestic or foreign
corporation. Each domestic corporation organized under any
general law or special act of this State authorizing the
corporation to issue shares, other than homestead
associations, building and loan associations, banks and
insurance companies (which includes a syndicate or limited
syndicate regulated under Article V 1/2 of the Illinois
Insurance Code or member of a group of underwriters regulated
under Article V of that Code), and each foreign corporation
(except members of a group of underwriters regulated under
Article V of the Illinois Insurance Code) authorized to
transact business in this State, shall file, within the time
prescribed by this Act, an annual report setting forth:
        (a) The name of the corporation.
        (b) The address, including street and number, or rural
    route number, of its registered office in this State, and
    the name of its registered agent at that address.
        (c) The address, including street and number, or rural
    route number, of its principal office.
        (d) The names and respective addresses, including
    street and number, or rural route number, of its directors
    and officers.
        (e) A statement of the aggregate number of shares which
    the corporation has authority to issue, itemized by classes
    and series, if any, within a class.
        (f) A statement of the aggregate number of issued
    shares, itemized by classes, and series, if any, within a
    class.
        (g) A statement, expressed in dollars, of the amount of
    paid-in capital of the corporation as defined in this Act.
        (h) Either a statement that (1) all the property of the
    corporation is located in this State and all of its
    business is transacted at or from places of business in
    this State, or the corporation elects to pay the annual
    franchise tax on the basis of its entire paid-in capital,
    or (2) a statement, expressed in dollars, of the value of
    all the property owned by the corporation, wherever
    located, and the value of the property located within this
    State, and a statement, expressed in dollars, of the gross
    amount of business transacted by the corporation and the
    gross amount thereof transacted by the corporation at or
    from places of business in this State as of the close of
    its fiscal year on or immediately preceding the last day of
    the third month prior to the anniversary month or in the
    case of a corporation which has established an extended
    filing month, as of the close of its fiscal year on or
    immediately preceding the last day of the third month prior
    to the extended filing month; however, in the case of a
    domestic corporation that has not completed its first
    fiscal year, the statement with respect to property owned
    shall be as of the last day of the third month preceding
    the anniversary month and the statement with respect to
    business transacted shall be furnished for the period
    between the date of incorporation and the last day of the
    third month preceding the anniversary month. In the case of
    a foreign corporation that has not been authorized to
    transact business in this State for a period of 12 months
    and has not commenced transacting business prior to
    obtaining authority, the statement with respect to
    property owned shall be as of the last day of the third
    month preceding the anniversary month and the statement
    with respect to business transacted shall be furnished for
    the period between the date of its authorization to
    transact business in this State and the last day of the
    third month preceding the anniversary month. If the data
    referenced in item (2) of this subsection is not completed,
    the franchise tax provided for in this Act shall be
    computed on the basis of the entire paid-in capital.
        (i) A statement, including the basis therefor, of
    status as a "minority-owned business" or as a "women-owned
    business" as those terms are defined in the Business
    Enterprise for Minorities, Women, and Persons with
    Disabilities Act.
        (j) Additional information as may be necessary or
    appropriate in order to enable the Secretary of State to
    administer this Act and to verify the proper amount of fees
    and franchise taxes payable by the corporation.
        (k) A statement of whether the corporation or foreign
    corporation has outstanding shares listed on a major United
    States stock exchange and is thereby subject to the
    reporting requirements of Section 8.12.
        (l) For those corporations subject to Section 8.12, a
    statement providing the information required under Section
    8.12.
    The annual report shall be made on forms prescribed and
furnished by the Secretary of State, and the information
therein required by paragraphs (a) through (d), both inclusive,
of this Section, shall be given as of the date of the execution
of the annual report and the information therein required by
paragraphs (e), (f), and (g) of this Section shall be given as
of the last day of the third month preceding the anniversary
month, except that the information required by paragraphs (e),
(f), and (g) shall, in the case of a corporation which has
established an extended filing month, be given in its final
transition annual report and each subsequent annual report as
of the close of its fiscal year on or immediately preceding the
last day of the third month prior to its extended filing month.
It shall be executed by the corporation by its president, a
vice-president, secretary, assistant secretary, treasurer or
other officer duly authorized by the board of directors of the
corporation to execute those reports, and verified by him or
her, or, if the corporation is in the hands of a receiver or
trustee, it shall be executed on behalf of the corporation and
verified by the receiver or trustee.
(Source: P.A. 100-391, eff. 8-25-17; 100-486, eff. 1-1-18;
100-863, eff. 8-14-18.)
 
    Section 99. Effective date. This Act takes effect upon
becoming law.

Effective Date: 8/27/2019