Full Text of SB3508 101st General Assembly
SB3508 101ST GENERAL ASSEMBLY
101ST GENERAL ASSEMBLY
State of Illinois
2019 and 2020
Introduced 2/14/2020, by Sen. Celina Villanueva
SYNOPSIS AS INTRODUCED:
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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A BILL FOR
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AN ACT concerning business.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
The Business Corporation Act of 1983 is amended
by adding Section 8.13 as follows:
(805 ILCS 5/8.13 new)
Female directors required.
(a) No later than December 31, 2021, a publicly held
domestic corporation 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 2023 calendar year, a
publicly held domestic corporation 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
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corporation shall have a minimum of one female director.
(c) No later than July 1, 2022, and annually thereafter the
Secretary of State shall publish a report on its Internet
website documenting the number of domestic corporations 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)(1) The Secretary of State may adopt rules to implement
this Section. The Secretary of State may impose civil penalties
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
(C) For a second or subsequent violation, the amount of
(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) Penalties collected pursuant to this Section shall be
available, upon appropriation, for use by the Secretary of
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State to offset the cost of administering this Section.
(e) 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.
(f) 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
This Act takes effect upon