Rep. Elizabeth "Lisa" Hernandez

Filed: 3/21/2023

 

 


 

 


 
10300HB3720ham001LRB103 29497 DTM 59775 a

1
AMENDMENT TO HOUSE BILL 3720

2    AMENDMENT NO. ______. Amend House Bill 3720 by replacing
3everything after the enacting clause with the following:
 
4    "Section 5. The Business Corporation Act of 1983 is
5amended by changing Section 8.12 as follows:
 
6    (805 ILCS 5/8.12)
7    Sec. 8.12. Female, minority, and LGBTQ directors.
8    (a) Findings and purpose. The General Assembly finds that
9women, minorities, and LGBTQ people are still largely
10underrepresented nationally 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
14and minorities versus their white male counterparts. Increased
15representation of these individuals as directors on boards of
16directors for corporations may boost the Illinois economy,

 

 

10300HB3720ham001- 2 -LRB103 29497 DTM 59775 a

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

 

 

10300HB3720ham001- 3 -LRB103 29497 DTM 59775 a

1        (3) Black or African American (a person having origins
2    in any of the black racial groups of Africa). Terms such as
3    "Haitian" or "Negro" can be used in addition to "Black" or
4    "African American".
5        (4) Hispanic or Latino (a person of Cuban, Mexican,
6    Puerto Rican, South or Central American, or other Spanish
7    culture or origin, regardless of race).
8        (5) Native Hawaiian or Other Pacific Islander (a
9    person having origins in any of the original peoples of
10    Hawaii, Guam, Samoa, or other Pacific Islands).
11        (6) "Publicly held domestic or foreign corporation"
12    means a corporation with outstanding shares listed on a
13    major United States stock exchange.
14    (c) Reporting to the Secretary of State. As soon as
15practical after August 27, 2019 (the effective date of Public
16Act 101-589), but no later than January 1, 2021, the following
17information shall be provided in a corporation's annual report
18submitted to the Secretary of State under this Act and made
19available by the Secretary of State to the public online as it
20is received:
21        (1) Whether the corporation is a publicly held
22    domestic or foreign corporation with its principal
23    executive office located in Illinois.
24        (2) Where the corporation is a publicly held domestic
25    or foreign corporation with its principal executive office
26    located in Illinois, data on specific qualifications,

 

 

10300HB3720ham001- 4 -LRB103 29497 DTM 59775 a

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

 

 

10300HB3720ham001- 5 -LRB103 29497 DTM 59775 a

1        (8) Where the corporation is a publicly held domestic
2    or foreign corporation with its principal executive office
3    located in Illinois, a description of the corporation's
4    process for identifying and appointing executive officers,
5    including whether and, if so, how demographic diversity is
6    considered.
7        (9) Where the corporation is a publicly held domestic
8    or foreign corporation with its principal executive office
9    located in Illinois, a description of the corporation's
10    policies and practices for promoting diversity, equity,
11    and inclusion among its board of directors and executive
12    officers.
13        (10) Where the corporation is a publicly held domestic
14    or foreign corporation with its principal executive office
15    located in Illinois, the percentage of minority supplier
16    procurements from business enterprises owned by minority
17    persons, women, or persons with disabilities as those
18    terms are defined in Section 2 of the Business Enterprise
19    for Minorities, Women, and Persons with Disabilities Act.
20    Information reported under this subsection shall be
21updated in each annual report filed with the Secretary of
22State thereafter. The Secretary of State shall establish a
23publicly accessible and searchable database of the information
24in each annual report.
25    (d) Beginning no later than March 1, 2021, and every March
261 thereafter, the University of Illinois Systems shall review

 

 

10300HB3720ham001- 6 -LRB103 29497 DTM 59775 a

1the information reported and published under subsection (c)
2and shall publish on its website a report that provides
3aggregate data on the demographic characteristics of the
4boards of directors and executive officers of corporations
5filing an annual report for the preceding year along with an
6individualized rating for each corporation. The report shall
7also identify strategies for promoting diversity and inclusion
8among boards of directors and corporate executive officers.
9    (e) The University of Illinois System shall establish a
10rating system assessing the representation of women,
11minorities, and LGBTQ people on corporate boards of directors
12of those corporations that are publicly held domestic or
13foreign corporations with their principal executive office
14located in Illinois based on the information gathered under
15this Section. The rating system shall consider, among other
16things: compliance with the demographic reporting obligations
17in subsection (c); the corporation's policies and practices
18for encouraging diversity in recruitment, board membership,
19and executive appointments; and the demographic diversity of
20board seats and executive positions.
21(Source: P.A. 101-589, eff. 8-27-19; 102-223, eff. 1-1-22;
22102-813, eff. 5-13-22.)".