Full Text of SB3508 101st General Assembly
SB3508 101ST GENERAL ASSEMBLY |
| | 101ST GENERAL ASSEMBLY
State of Illinois
2019 and 2020 SB3508 Introduced 2/14/2020, by Sen. Celina Villanueva SYNOPSIS AS INTRODUCED: |
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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 |
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| 1 | | AN ACT concerning business.
| 2 | | Be it enacted by the People of the State of Illinois,
| 3 | | represented in the General Assembly:
| 4 | | Section 5. The Business Corporation Act of 1983 is amended | 5 | | by 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 | 9 | | domestic corporation or foreign corporation whose principal | 10 | | executive offices, according to the corporation's SEC 10-K | 11 | | form, are located in Illinois shall have a minimum of one | 12 | | female director on its board. A corporation may increase the | 13 | | number of directors on its board to comply with this Section. | 14 | | (b) No later than the close of the 2023 calendar year, a | 15 | | publicly held domestic corporation or foreign corporation | 16 | | whose principal executive offices, according to the | 17 | | corporation's SEC 10-K form, are located in Illinois shall | 18 | | comply 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 | 3 | | Secretary of State shall publish a report on its Internet | 4 | | website documenting the number of domestic corporations and | 5 | | foreign corporations whose principal executive offices, | 6 | | according to the corporation's SEC 10-K form, are located in | 7 | | Illinois and who have at least one female director. | 8 | | (d)(1) The Secretary of State may adopt rules to implement | 9 | | this Section. The Secretary of State may impose civil penalties | 10 | | for 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 | 19 | | required by this Section to be held by a female, which is not | 20 | | held by a female during at least a portion of a calendar year, | 21 | | shall count as a violation. | 22 | | (3) For purposes of this subsection, a female director | 23 | | having held a seat for at least a portion of the year shall not | 24 | | be a violation. | 25 | | (4) Penalties collected pursuant to this Section shall be | 26 | | available, upon appropriation, for use by the Secretary of |
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| 1 | | State to offset the cost of administering this Section. | 2 | | (e) This Section applies to a foreign corporation that is a | 3 | | publicly held corporation to the exclusion of the law of the | 4 | | jurisdiction 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 | 13 | | becoming law.
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