Sen. Christopher Belt

Filed: 5/3/2019

 

 


 

 


 
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1
AMENDMENT TO HOUSE BILL 3394

2    AMENDMENT NO. ______. Amend House Bill 3394 by replacing
3everything after the enacting clause with the following:
 
4    "Section 5. The Business Corporation Act of 1983 is amended
5by adding Section 8.12 as follows:
 
6    (805 ILCS 5/8.12 new)
7    Sec. 8.12. African American, Latino, female directors
8required.
9    (a) The General Assembly finds that women and minorities
10are still largely underrepresented in positions of corporate
11authority, such as serving as a director on a corporation's
12board of directors. This low representation could be
13contributing to the disparity seen in wages made by females and
14minorities versus their white male counterparts. Greater
15representation of these individuals as directors on boards of
16directors for publicly held domestic and foreign corporations

 

 

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1will boost the Illinois economy, improve opportunities for
2women and minorities in the workplace, and foster an
3environment in Illinois where the business community is
4representative of our citizens.
5    (b) "African American" means a citizen with at least
6partial Sub-Saharan African ancestry and who self-identifies
7as being African American.
8    "Annual report" means the report submitted annually to the
9Secretary of State pursuant to this Act.
10    "Female" means an individual who self-identifies her
11gender as a woman, without regard to the individual's
12designated sex at birth.
13    "Latino" means a citizen with at least partial Latin
14American or Spanish ancestry and who self-identifies as being
15Latino or Latina.
16    "Publicly held domestic or foreign corporation" means a
17corporation with outstanding shares listed on a major United
18States stock exchange.
19    (c) No later than December 31, 2020, a publicly held
20domestic or foreign corporation whose principal executive
21offices, according to the corporation's annual report, are
22located in Illinois, shall have a minimum of one female
23director, one African American director, and one Latino
24director on its board of directors. A corporation may increase
25the number of directors on its board to comply with this
26Section. For the purposes of this Section, one individual may

 

 

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1satisfy one or more of the required classifications.
2    (d) No later than January 1, 2021, a corporation required
3to file an annual report under this Act shall state whether it
4is a publicly held domestic or foreign corporation with its
5principal executive office located in Illinois.
6    (e) No later than January 1, 2021, a publicly held domestic
7or foreign corporation shall state in its annual report if,
8during the 12 months preceding the filing of the annual report,
9it had at least one:
10        (1) female director on its board of directors;
11        (2) African American director on its board of
12    directors; and
13        (3) Latino director on its board of directors.
14    (f) No later than March 1, 2022, and every March 1
15thereafter, the Secretary of State shall publish a report on
16its website setting forth the following information:
17        (1) The total number of publicly held domestic or
18    foreign corporations in Illinois, and the number of
19    publicly held domestic or foreign corporations that had at
20    least one:
21            (A) female director on its board of directors;
22            (B) African American director on its board of
23        directors; and
24            (C) Latino director on its board of directors.
25        (2) To the extent the information is available, the
26    number of publicly held domestic or foreign corporations

 

 

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1    that moved their United States headquarters to Illinois
2    from another state or out of Illinois into another state
3    during the preceding calendar year.
4        (3) To the extent the information is available, the
5    number of publicly held domestic or foreign corporations
6    that were subject to this Section during the preceding
7    year, but are no longer publicly traded.
8    (g) The Secretary of State may adopt rules to implement
9this Section.
10    (h) The Secretary of State may impose penalties not to
11exceed $10,000 for failure to timely file information pursuant
12to this Section.
13    (i) For a first violation of subsection (c), a publicly
14held domestic or foreign corporation shall be subject to a
15civil penalty not to exceed $100,000. For a second or
16subsequent violation, a publicly held domestic or foreign
17corporation shall be subject to a civil penalty not to exceed
18$300,000. For the purposes of this subsection, each director
19seat required by this Section to be held by a female, African
20American, or Latino director that is not held by a female,
21African American, or Latino during at least one point of a
22calendar year shall constitute a violation. The Attorney
23General is authorized to bring proceedings to recover all
24amounts due to the State under this Section.
25    (j) Penalties collected pursuant to this Section shall be
26available, upon appropriation by the General Assembly, for use

 

 

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1by the Secretary of State to offset the cost of administering
2this Section.".