Sen. Christopher Belt

Filed: 5/28/2019

 

 


 

 


 
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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 changing Section 14.05 and adding Section 8.12 as follows:
 
6    (805 ILCS 5/8.12 new)
7    Sec. 8.12. Female and minority directors.
8    (a) Findings and purpose. The General Assembly finds that
9women and minorities are still largely underrepresented
10nationally in positions of corporate authority, such as serving
11as a director on a corporation's board of directors. This low
12representation could be contributing to the disparity seen in
13wages made by females and minorities versus their white male
14counterparts. Increased representation of these individuals as
15directors on boards of directors for corporations may boost the
16Illinois economy, improve opportunities for women and

 

 

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1minorities in the workplace, and foster an environment in
2Illinois where the business community is representative of our
3residents. Therefore, it is the intent of the General Assembly
4to gather more data and study this issue within the State so
5that effective policy changes may be implemented to eliminate
6this disparity.
7    (b) As used in this Section:
8    "Annual report" means the report submitted annually to the
9Secretary of State pursuant to this Act.
10    "Female" means a person who is a citizen or lawful
11permanent resident of the United States and who self-identifies
12as a woman, without regard to the individual's designated sex
13at birth.
14    "Minority person" means a person who is a citizen or lawful
15permanent resident of the United States and who is any of the
16following races or ethnicities:
17        (1) American Indian or Alaska Native (a person having
18    origins in any of the original peoples of North and South
19    America, including Central America, and who maintains
20    tribal affiliation or community attachment).
21        (2) Asian (a person having origins in any of the
22    original peoples of the Far East, Southeast Asia, or the
23    Indian subcontinent, including, but not limited to,
24    Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,
25    the Philippine Islands, Thailand, and Vietnam).
26        (3) Black or African American (a person having origins

 

 

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1    in any of the black racial groups of Africa). Terms such as
2    "Haitian" or "Negro" can be used in addition to "Black" or
3    "African American".
4        (4) Hispanic or Latino (a person of Cuban, Mexican,
5    Puerto Rican, South or Central American, or other Spanish
6    culture or origin, regardless of race).
7        (5) Native Hawaiian or Other Pacific Islander (a person
8    having origins in any of the original peoples of Hawaii,
9    Guam, Samoa, or other Pacific Islands).
10        (6) "Publicly held domestic or foreign corporation"
11    means a corporation with outstanding shares listed on a
12    major United States stock exchange.
13    (c) Reporting to the Secretary of State. As soon as
14practical after the effective date of this amendatory Act of
15the 101st General Assembly, but no later than January 1, 2021,
16the following information shall be provided in a corporation's
17annual report submitted to the Secretary of State under this
18Act and made available by the Secretary of State to the public
19online as it is received:
20        (1) Whether the corporation is a publicly held domestic
21    or foreign corporation with its principal executive office
22    located in Illinois.
23        (2) Where the corporation is a publicly held domestic
24    or foreign corporation with its principal executive office
25    located in Illinois, data on specific qualifications,
26    skills, and experience that the corporation considers for

 

 

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1    its board of directors, nominees for the board of
2    directors, and executive officers.
3        (3) Where the corporation is a publicly held domestic
4    or foreign corporation with its principal executive office
5    located in Illinois, the self-identified gender of each
6    member of its board of directors.
7        (4) Where the corporation is a publicly held domestic
8    or foreign corporation with its principal executive office
9    located in Illinois, whether each member of its board of
10    directors self-identifies as a minority person and, if so,
11    which race or ethnicity to which the member belongs.
12        (5) Where the corporation is a publicly held domestic
13    or foreign corporation with its principal executive office
14    located in Illinois, a description of the corporation's
15    process for identifying and evaluating nominees for the
16    board of directors, including whether and, if so, how
17    demographic diversity is considered.
18        (6) Where the corporation is a publicly held domestic
19    or foreign corporation with its principal executive office
20    located in Illinois, a description of the corporation's
21    process for identifying and appointing executive officers,
22    including whether and, if so, how demographic diversity is
23    considered.
24        (7) Where the corporation is a publicly held domestic
25    or foreign corporation with its principal executive office
26    located in Illinois, a description of the corporation's

 

 

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1    policies and practices for promoting diversity, equity,
2    and inclusion among its board of directors and executive
3    officers.
4    Information reported under this subsection shall be
5updated in each annual report filed with the Secretary of State
6thereafter.
7    (d) Beginning no later than March 1, 2021, and every March
81 thereafter, the University of Illinois Systems shall review
9the information reported and published under subsection (c) and
10shall publish on its website a report that provides aggregate
11data on the demographic characteristics of the boards of
12directors and executive officers of corporations filing an
13annual report for the preceding year along with an
14individualized rating for each corporation. The report shall
15also identify strategies for promoting diversity and inclusion
16among boards of directors and corporate executive officers.
17    (e) The University of Illinois System shall establish a
18rating system assessing the representation of women and
19minorities on corporate boards of directors of those
20corporations that are publicly held domestic or foreign
21corporations with their principal executive office located in
22Illinois based on the information gathered under this Section.
23The rating system shall consider, among other things:
24compliance with the demographic reporting obligations in
25subsection (c); the corporation's policies and practices for
26encouraging diversity in recruitment, board membership, and

 

 

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1executive appointments; and the demographic diversity of board
2seats and executive positions.
 
3    (805 ILCS 5/14.05)  (from Ch. 32, par. 14.05)
4    Sec. 14.05. Annual report of domestic or foreign
5corporation. Each domestic corporation organized under any
6general law or special act of this State authorizing the
7corporation to issue shares, other than homestead
8associations, building and loan associations, banks and
9insurance companies (which includes a syndicate or limited
10syndicate regulated under Article V 1/2 of the Illinois
11Insurance Code or member of a group of underwriters regulated
12under Article V of that Code), and each foreign corporation
13(except members of a group of underwriters regulated under
14Article V of the Illinois Insurance Code) authorized to
15transact business in this State, shall file, within the time
16prescribed by this Act, an annual report setting forth:
17        (a) The name of the corporation.
18        (b) The address, including street and number, or rural
19    route number, of its registered office in this State, and
20    the name of its registered agent at that address.
21        (c) The address, including street and number, or rural
22    route number, of its principal office.
23        (d) The names and respective addresses, including
24    street and number, or rural route number, of its directors
25    and officers.

 

 

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1        (e) A statement of the aggregate number of shares which
2    the corporation has authority to issue, itemized by classes
3    and series, if any, within a class.
4        (f) A statement of the aggregate number of issued
5    shares, itemized by classes, and series, if any, within a
6    class.
7        (g) A statement, expressed in dollars, of the amount of
8    paid-in capital of the corporation as defined in this Act.
9        (h) Either a statement that (1) all the property of the
10    corporation is located in this State and all of its
11    business is transacted at or from places of business in
12    this State, or the corporation elects to pay the annual
13    franchise tax on the basis of its entire paid-in capital,
14    or (2) a statement, expressed in dollars, of the value of
15    all the property owned by the corporation, wherever
16    located, and the value of the property located within this
17    State, and a statement, expressed in dollars, of the gross
18    amount of business transacted by the corporation and the
19    gross amount thereof transacted by the corporation at or
20    from places of business in this State as of the close of
21    its fiscal year on or immediately preceding the last day of
22    the third month prior to the anniversary month or in the
23    case of a corporation which has established an extended
24    filing month, as of the close of its fiscal year on or
25    immediately preceding the last day of the third month prior
26    to the extended filing month; however, in the case of a

 

 

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1    domestic corporation that has not completed its first
2    fiscal year, the statement with respect to property owned
3    shall be as of the last day of the third month preceding
4    the anniversary month and the statement with respect to
5    business transacted shall be furnished for the period
6    between the date of incorporation and the last day of the
7    third month preceding the anniversary month. In the case of
8    a foreign corporation that has not been authorized to
9    transact business in this State for a period of 12 months
10    and has not commenced transacting business prior to
11    obtaining authority, the statement with respect to
12    property owned shall be as of the last day of the third
13    month preceding the anniversary month and the statement
14    with respect to business transacted shall be furnished for
15    the period between the date of its authorization to
16    transact business in this State and the last day of the
17    third month preceding the anniversary month. If the data
18    referenced in item (2) of this subsection is not completed,
19    the franchise tax provided for in this Act shall be
20    computed on the basis of the entire paid-in capital.
21        (i) A statement, including the basis therefor, of
22    status as a "minority-owned business" or as a "women-owned
23    business" as those terms are defined in the Business
24    Enterprise for Minorities, Women, and Persons with
25    Disabilities Act.
26        (j) Additional information as may be necessary or

 

 

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1    appropriate in order to enable the Secretary of State to
2    administer this Act and to verify the proper amount of fees
3    and franchise taxes payable by the corporation.
4        (k) A statement of whether the corporation or foreign
5    corporation has outstanding shares listed on a major United
6    States stock exchange and is thereby subject to the
7    reporting requirements of Section 8.12.
8        (l) For those corporations subject to Section 8.12, a
9    statement providing the information required under Section
10    8.12.
11    The annual report shall be made on forms prescribed and
12furnished by the Secretary of State, and the information
13therein required by paragraphs (a) through (d), both inclusive,
14of this Section, shall be given as of the date of the execution
15of the annual report and the information therein required by
16paragraphs (e), (f), and (g) of this Section shall be given as
17of the last day of the third month preceding the anniversary
18month, except that the information required by paragraphs (e),
19(f), and (g) shall, in the case of a corporation which has
20established an extended filing month, be given in its final
21transition annual report and each subsequent annual report as
22of the close of its fiscal year on or immediately preceding the
23last day of the third month prior to its extended filing month.
24It shall be executed by the corporation by its president, a
25vice-president, secretary, assistant secretary, treasurer or
26other officer duly authorized by the board of directors of the

 

 

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1corporation to execute those reports, and verified by him or
2her, or, if the corporation is in the hands of a receiver or
3trustee, it shall be executed on behalf of the corporation and
4verified by the receiver or trustee.
5(Source: P.A. 100-391, eff. 8-25-17; 100-486, eff. 1-1-18;
6100-863, eff. 8-14-18.)
 
7    Section 99. Effective date. This Act takes effect upon
8becoming law.".