101ST GENERAL ASSEMBLY
State of Illinois
2019 and 2020
SB3508

 

Introduced 2/14/2020, by Sen. Celina Villanueva

 

SYNOPSIS AS INTRODUCED:
 
805 ILCS 5/8.13 new

    Amends the Business Corporation Act of 1983. Provides that by December 31, 2021, a publicly held domestic corporation or foreign corporation whose principal executive office is located in Illinois to have a specified minimum number of female directors. Contains provisions regarding reports, fines, and other matters. Provides for regulation by the Secretary of State. Effective immediately.


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FISCAL NOTE ACT MAY APPLY

 

 

A BILL FOR

 

SB3508LRB101 20680 JLS 70344 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 8.13 as follows:
 
6    (805 ILCS 5/8.13 new)
7    Sec. 8.13. Female directors required.
8    (a) No later than December 31, 2021, a publicly held
9domestic corporation 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 on its board. A corporation may increase the
13number of directors on its board to comply with this Section.
14    (b) No later than the close of the 2023 calendar year, a
15publicly held domestic corporation or foreign corporation
16whose principal executive offices, according to the
17corporation's SEC 10-K form, are located in Illinois shall
18comply with the following:
19        (1) If its number of directors is 6 or more, the
20    corporation shall have a minimum of 3 female directors.
21        (2) If its number of directors is 5, the corporation
22    shall have a minimum of 2 female directors.
23        (3) If its number of directors is 4 or fewer, the

 

 

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1    corporation shall have a minimum of one female director.
2    (c) No later than July 1, 2022, and annually thereafter the
3Secretary of State shall publish a report on its Internet
4website documenting the number of domestic corporations and
5foreign corporations whose principal executive offices,
6according to the corporation's SEC 10-K form, are located in
7Illinois and who have at least one female director.
8    (d)(1) The Secretary of State may adopt rules to implement
9this Section. The Secretary of State may impose civil penalties
10for violations of this Section as follows:
11        (A) For failure to timely file board member information
12    with the Secretary of State pursuant to a rule adopted
13    pursuant to this subparagraph, the amount of $100,000.
14        (B) For a first violation of this Section, the amount
15    of $100,000.
16        (C) For a second or subsequent violation, the amount of
17    $300,000.
18    (2) For the purposes of this subsection, each director seat
19required by this Section to be held by a female, which is not
20held by a female during at least a portion of a calendar year,
21shall count as a violation.
22    (3) For purposes of this subsection, a female director
23having held a seat for at least a portion of the year shall not
24be a violation.
25    (4) Penalties collected pursuant to this Section shall be
26available, upon appropriation, for use by the Secretary of

 

 

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1State to offset the cost of administering this Section.
2    (e) This Section applies to a foreign corporation that is a
3publicly held corporation to the exclusion of the law of the
4jurisdiction in which the foreign corporation is incorporated.
5    (f) As used in this Section:
6        (1) "Female" means an individual who self-identifies
7    her gender as a woman, without regard to the individual's
8    designated sex at birth.
9        (2) "Publicly held corporation" means a corporation
10    with outstanding shares listed on a major United States
11    stock exchange.
 
12    Section 99. Effective date. This Act takes effect upon
13becoming law.