HB2872 101ST GENERAL ASSEMBLY

LRB101 07661 JLS 52709 b

101ST GENERAL ASSEMBLY
State of Illinois
2019 and 2020
HB2872

Introduced , by Rep. Celina Villanueva

SYNOPSIS AS INTRODUCED:

805 ILCS 5/8.12 new

Amends the Business Corporation Act of 1983. Requires publicly held domestic or foreign corporation whose principal executive office is located in Illinois to have a minimum of one female director on its board of directors by December 31, 2020. Provides for an increase in the number of female directors beginning in 2022. Provides for regulation by the Secretary of State. Effective immediately.

FISCAL NOTE ACT MAY APPLY

A BILL FOR

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 adding Section 8.12 as follows:

(805 ILCS 5/8.12 new)

Sec. 8.12. Female directors required.

(a) No later than December 31, 2020, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation's SEC 10-K form, are located in Illinois shall have a minimum of one female director on its board. A corporation may increase the number of directors on its board to comply with this Section.

(b) No later than the close of the 2022 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation's SEC 10-K form, are located in Illinois shall comply with the following:

(1) If its number of directors is 6 or more, the corporation shall have a minimum of 3 female directors.

(2) If its number of directors is 5, the corporation shall have a minimum of 2 female directors.

(3) If its number of directors is 4 or fewer, the corporation shall have a minimum of one female director.

(c) No later than July 1, 2020, the Secretary of State shall publish a report on its Internet Web site documenting the number of domestic and foreign corporations whose principal executive offices, according to the corporation's SEC 10-K form, are located in Illinois and who have at least one female director.

(d) No later than March 1, 2022, and annually thereafter, the Secretary of State shall publish a report on its Internet Web site regarding, at a minimum, all of the following:

(1) The number of corporations subject to this Section that were in compliance with the requirements of this Section during at least one point during the preceding calendar year.

(2) The number of publicly held corporations that moved their United States headquarters to Illinois from another state or out of Illinois into another state during the preceding calendar year.

(3) The number of publicly held corporations that were subject to this Section during the preceding year, but are no longer publicly traded.

(e) (1) The Secretary of State may adopt rules to implement this Section. The Secretary of State may impose fines for violations of this Section as follows:

(A) For failure to timely file board member information with the Secretary of State pursuant to a rule adopted pursuant to this subparagraph, the amount of $100,000.

(B) For a first violation of this Section, the amount of $100,000.

(C) For a second or subsequent violation, the amount of $300,000.

(2) For the purposes of this subsection, each director seat required by this Section to be held by a female, which is not held by a female during at least a portion of a calendar year, shall count as a violation.

(3) For purposes of this subsection, a female director having held a seat for at least a portion of the year shall not be a violation.

(4) Fines collected pursuant to this Section shall be available, upon appropriation for use by the Secretary of State to offset the cost of administering this Section.

(f) This Section applies to a foreign corporation that is a publicly held corporation to the exclusion of the law of the jurisdiction in which the foreign corporation is incorporated.

(g) As used in this Section:

(1) "Female" means an individual who self-identifies her gender as a woman, without regard to the individual's designated sex at birth.

(2) "Publicly held corporation" means a corporation with outstanding shares listed on a major United States stock exchange.

Section 99. Effective date. This Act takes effect upon becoming law.