HB3394sam001 101ST GENERAL ASSEMBLY

Sen. Christopher Belt

Filed: 5/3/2019

10100HB3394sam001 LRB101 11207 JLS 60182 a

AMENDMENT TO HOUSE BILL 3394

AMENDMENT NO. ______. Amend House Bill 3394 by replacing everything after the enacting clause with the following:

"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. African American, Latino, female directors required.

(a) The General Assembly finds that women and minorities are still largely underrepresented in positions of corporate authority, such as serving as a director on a corporation's board of directors. This low representation could be contributing to the disparity seen in wages made by females and minorities versus their white male counterparts. Greater representation of these individuals as directors on boards of directors for publicly held domestic and foreign corporations will boost the Illinois economy, improve opportunities for women and minorities in the workplace, and foster an environment in Illinois where the business community is representative of our citizens.

(b) "African American" means a citizen with at least partial Sub-Saharan African ancestry and who self-identifies as being African American.

"Annual report" means the report submitted annually to the Secretary of State pursuant to this Act.

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

"Latino" means a citizen with at least partial Latin American or Spanish ancestry and who self-identifies as being Latino or Latina.

"Publicly held domestic or foreign corporation" means a corporation with outstanding shares listed on a major United States stock exchange.

(c) No later than December 31, 2020, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation's annual report, are located in Illinois, shall have a minimum of one female director, one African American director, and one Latino director on its board of directors. A corporation may increase the number of directors on its board to comply with this Section. For the purposes of this Section, one individual may satisfy one or more of the required classifications.

(d) No later than January 1, 2021, a corporation required to file an annual report under this Act shall state whether it is a publicly held domestic or foreign corporation with its principal executive office located in Illinois.

(e) No later than January 1, 2021, a publicly held domestic or foreign corporation shall state in its annual report if, during the 12 months preceding the filing of the annual report, it had at least one:

(1) female director on its board of directors;

(2) African American director on its board of directors; and

(3) Latino director on its board of directors.

(f) No later than March 1, 2022, and every March 1 thereafter, the Secretary of State shall publish a report on its website setting forth the following information:

(1) The total number of publicly held domestic or foreign corporations in Illinois, and the number of publicly held domestic or foreign corporations that had at least one:

(A) female director on its board of directors;

(B) African American director on its board of directors; and

(C) Latino director on its board of directors.

(2) To the extent the information is available, the number of publicly held domestic or foreign 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) To the extent the information is available, the number of publicly held domestic or foreign corporations that were subject to this Section during the preceding year, but are no longer publicly traded.

(g) The Secretary of State may adopt rules to implement this Section.

(h) The Secretary of State may impose penalties not to exceed $10,000 for failure to timely file information pursuant to this Section.

(i) For a first violation of subsection (c), a publicly held domestic or foreign corporation shall be subject to a civil penalty not to exceed $100,000. For a second or subsequent violation, a publicly held domestic or foreign corporation shall be subject to a civil penalty not to exceed $300,000. For the purposes of this subsection, each director seat required by this Section to be held by a female, African American, or Latino director that is not held by a female, African American, or Latino during at least one point of a calendar year shall constitute a violation. The Attorney General is authorized to bring proceedings to recover all amounts due to the State under this Section.

(j) Penalties collected pursuant to this Section shall be available, upon appropriation by the General Assembly, for use by the Secretary of State to offset the cost of administering this Section.".