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.


LRB101 07661 JLS 52709 b

FISCAL NOTE ACT MAY APPLY

 

 

A BILL FOR

 

HB2872LRB101 07661 JLS 52709 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended
5by adding Section 8.12 as follows:
 
6    (805 ILCS 5/8.12 new)
7    Sec. 8.12. Female directors required.
8    (a) No later than December 31, 2020, a publicly held
9domestic or foreign corporation whose principal executive
10offices, according to the corporation's SEC 10-K form, are
11located in Illinois shall have a minimum of one female director
12on its board. A corporation may increase the number of
13directors on its board to comply with this Section.
14    (b) No later than the close of the 2022 calendar year, a
15publicly held domestic or foreign corporation whose principal
16executive offices, according to the corporation's SEC 10-K
17form, are located in Illinois shall comply with the following:
18        (1) If its number of directors is 6 or more, the
19    corporation shall have a minimum of 3 female directors.
20        (2) If its number of directors is 5, the corporation
21    shall have a minimum of 2 female directors.
22        (3) If its number of directors is 4 or fewer, the
23    corporation shall have a minimum of one female director.

 

 

HB2872- 2 -LRB101 07661 JLS 52709 b

1    (c) No later than July 1, 2020, the Secretary of State
2shall publish a report on its Internet Web site documenting the
3number of domestic and foreign corporations whose principal
4executive offices, according to the corporation's SEC 10-K
5form, are located in Illinois and who have at least one female
6director.
7    (d) No later than March 1, 2022, and annually thereafter,
8the Secretary of State shall publish a report on its Internet
9Web site regarding, at a minimum, all of the following:
10        (1) The number of corporations subject to this Section
11    that were in compliance with the requirements of this
12    Section during at least one point during the preceding
13    calendar year.
14        (2) The number of publicly held corporations that moved
15    their United States headquarters to Illinois from another
16    state or out of Illinois into another state during the
17    preceding calendar year.
18        (3) The number of publicly held corporations that were
19    subject to this Section during the preceding year, but are
20    no longer publicly traded.
21    (e) (1) The Secretary of State may adopt rules to implement
22this Section. The Secretary of State may impose fines for
23violations of this Section as follows:
24            (A) For failure to timely file board member
25        information with the Secretary of State pursuant to a
26        rule adopted pursuant to this subparagraph, the amount

 

 

HB2872- 3 -LRB101 07661 JLS 52709 b

1        of $100,000.
2            (B) For a first violation of this Section, the
3        amount of $100,000.
4            (C) For a second or subsequent violation, the
5        amount of $300,000.
6        (2) For the purposes of this subsection, each director
7    seat required by this Section to be held by a female, which
8    is not held by a female during at least a portion of a
9    calendar year, shall count as a violation.
10        (3) For purposes of this subsection, a female director
11    having held a seat for at least a portion of the year shall
12    not be a violation.
13        (4) Fines collected pursuant to this Section shall be
14    available, upon appropriation for use by the Secretary of
15    State to offset the cost of administering this Section.
16    (f) This Section applies to a foreign corporation that is a
17publicly held corporation to the exclusion of the law of the
18jurisdiction in which the foreign corporation is incorporated.
19    (g) As used in this Section:
20        (1) "Female" means an individual who self-identifies
21    her gender as a woman, without regard to the individual's
22    designated sex at birth.
23        (2) "Publicly held corporation" means a corporation
24    with outstanding shares listed on a major United States
25    stock exchange.
 
26    Section 99. Effective date. This Act takes effect upon

 

 

HB2872- 4 -LRB101 07661 JLS 52709 b

1becoming law.