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1 | AN ACT concerning business.
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2 | Be it enacted by the People of the State of Illinois,
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3 | represented in the General Assembly:
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4 | Section 5. The Business Corporation Act of 1983 is amended | ||||||
5 | by changing Section 14.05 and adding Section 8.12 as follows: | ||||||
6 | (805 ILCS 5/8.12 new) | ||||||
7 | Sec. 8.12. Female and minority directors. | ||||||
8 | (a) Findings and purpose. The General Assembly finds that | ||||||
9 | women and minorities are still largely underrepresented | ||||||
10 | nationally in positions of corporate authority, such as serving | ||||||
11 | as a director on a corporation's board of directors. This low | ||||||
12 | representation could be contributing to the disparity seen in | ||||||
13 | wages made by females and minorities versus their white male | ||||||
14 | counterparts. Increased representation of these individuals as | ||||||
15 | directors on boards of directors for corporations may boost the | ||||||
16 | Illinois economy, improve opportunities for women and | ||||||
17 | minorities in the workplace, and foster an environment in | ||||||
18 | Illinois where the business community is representative of our | ||||||
19 | residents. Therefore, it is the intent of the General Assembly | ||||||
20 | to gather more data and study this issue within the State so | ||||||
21 | that effective policy changes may be implemented to eliminate | ||||||
22 | this disparity. | ||||||
23 | (b) As used in this Section: |
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1 | "Annual report" means the report submitted annually to the | ||||||
2 | Secretary of State pursuant to this Act. | ||||||
3 | "Female" means a person who is a citizen or
lawful | ||||||
4 | permanent resident of the United States and who self-identifies | ||||||
5 | as a woman, without regard to the individual's designated sex | ||||||
6 | at birth. | ||||||
7 | "Minority person" means a person who is a
citizen or lawful | ||||||
8 | permanent resident of the United States and who is any of the | ||||||
9 | following races or ethnicities: | ||||||
10 | (1) American Indian or Alaska Native (a person
having | ||||||
11 | origins in any of the original peoples of North and South | ||||||
12 | America, including Central America, and who maintains | ||||||
13 | tribal affiliation or community attachment). | ||||||
14 | (2) Asian (a person having origins in any of the
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15 | original peoples of the Far East, Southeast Asia, or the | ||||||
16 | Indian subcontinent, including, but not limited to, | ||||||
17 | Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, | ||||||
18 | the Philippine Islands, Thailand, and Vietnam). | ||||||
19 | (3) Black or African American (a person having
origins | ||||||
20 | in any of the black racial groups of Africa). Terms such as | ||||||
21 | "Haitian" or "Negro" can be used in addition to "Black" or | ||||||
22 | "African American". | ||||||
23 | (4) Hispanic or Latino (a person of Cuban,
Mexican, | ||||||
24 | Puerto Rican, South or Central American, or other Spanish | ||||||
25 | culture or origin, regardless of race). | ||||||
26 | (5) Native Hawaiian or Other Pacific Islander (a
person |
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1 | having origins in any of the original peoples of Hawaii, | ||||||
2 | Guam, Samoa, or other Pacific Islands). | ||||||
3 | (6) "Publicly held domestic or foreign corporation" | ||||||
4 | means a corporation with outstanding shares listed on a | ||||||
5 | major United States stock exchange. | ||||||
6 | (c) Reporting to the Secretary of State. As soon as | ||||||
7 | practical after the effective date of this amendatory Act of | ||||||
8 | the 101st General Assembly, but no later than January 1, 2021, | ||||||
9 | the following information shall be provided in a corporation's | ||||||
10 | annual report submitted to the Secretary of State under this | ||||||
11 | Act and made available by the Secretary of State to the public | ||||||
12 | online as it is received: | ||||||
13 | (1) Whether the corporation is a publicly held domestic | ||||||
14 | or foreign corporation with its principal executive office | ||||||
15 | located in Illinois. | ||||||
16 | (2) Where the corporation is a publicly held domestic | ||||||
17 | or foreign corporation with its principal executive office | ||||||
18 | located in Illinois, data on specific qualifications, | ||||||
19 | skills, and experience that the corporation considers for | ||||||
20 | its board of directors, nominees for the board of | ||||||
21 | directors, and executive officers. | ||||||
22 | (3) Where the corporation is a publicly held domestic | ||||||
23 | or foreign corporation with its principal executive office | ||||||
24 | located in Illinois, the self-identified gender of each | ||||||
25 | member of its board of directors. | ||||||
26 | (4) Where the corporation is a publicly held domestic |
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1 | or foreign corporation with its principal executive office | ||||||
2 | located in Illinois, whether each member of its board of | ||||||
3 | directors self-identifies as a minority person and, if so, | ||||||
4 | which race or ethnicity to which the member belongs. | ||||||
5 | (5) Where the corporation is a publicly held domestic | ||||||
6 | or foreign corporation with its principal executive office | ||||||
7 | located in Illinois, a description of the corporation's | ||||||
8 | process for identifying and evaluating nominees for the | ||||||
9 | board of directors, including whether and, if so, how | ||||||
10 | demographic diversity is considered. | ||||||
11 | (6) Where the corporation is a publicly held domestic | ||||||
12 | or foreign corporation with its principal executive office | ||||||
13 | located in Illinois, a description of the corporation's | ||||||
14 | process for identifying and appointing executive officers, | ||||||
15 | including whether and, if so, how demographic diversity is | ||||||
16 | considered. | ||||||
17 | (7) Where the corporation is a publicly held domestic | ||||||
18 | or foreign corporation with its principal executive office | ||||||
19 | located in Illinois, a description of the corporation's | ||||||
20 | policies and practices for promoting diversity, equity, | ||||||
21 | and inclusion among its board of directors and executive | ||||||
22 | officers. | ||||||
23 | Information reported under this subsection shall be | ||||||
24 | updated in each annual report filed with the Secretary of State | ||||||
25 | thereafter. | ||||||
26 | (d) Beginning no later than March 1, 2021, and every March |
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1 | 1 thereafter, the University of Illinois Systems shall review | ||||||
2 | the information reported and published under subsection (c) and | ||||||
3 | shall publish on its website a report that provides aggregate | ||||||
4 | data on the demographic characteristics of the boards of | ||||||
5 | directors and executive officers of corporations filing an | ||||||
6 | annual report for the preceding year along with an | ||||||
7 | individualized rating for each corporation. The report shall | ||||||
8 | also identify strategies for promoting diversity and inclusion | ||||||
9 | among boards of directors and corporate executive officers. | ||||||
10 | (e) The University of Illinois System shall establish a | ||||||
11 | rating system assessing the representation of women and | ||||||
12 | minorities on corporate boards of directors of those | ||||||
13 | corporations that are publicly held domestic or foreign | ||||||
14 | corporations with their principal executive office located in | ||||||
15 | Illinois based on the information gathered under this Section. | ||||||
16 | The rating system shall consider, among other things: | ||||||
17 | compliance with the demographic reporting obligations in | ||||||
18 | subsection (c); the corporation's policies and practices for | ||||||
19 | encouraging diversity in recruitment, board membership, and | ||||||
20 | executive appointments; and the demographic diversity of board | ||||||
21 | seats and executive positions.
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22 | (805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
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23 | Sec. 14.05. Annual report of domestic or foreign | ||||||
24 | corporation. Each domestic corporation organized under any | ||||||
25 | general law or
special act of this State authorizing the |
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1 | corporation to issue shares,
other than homestead | ||||||
2 | associations, building and loan associations, banks
and | ||||||
3 | insurance companies (which includes a syndicate or limited | ||||||
4 | syndicate
regulated under Article V 1/2 of the Illinois | ||||||
5 | Insurance Code or member of a
group of underwriters regulated | ||||||
6 | under Article V of that Code), and each
foreign corporation | ||||||
7 | (except members of a group of underwriters regulated
under | ||||||
8 | Article V of the Illinois Insurance Code) authorized to | ||||||
9 | transact
business in this State, shall file, within the time | ||||||
10 | prescribed by this
Act, an annual report setting forth:
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11 | (a) The name of the corporation.
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12 | (b) The address, including street and number, or rural | ||||||
13 | route number, of
its registered office in this State, and | ||||||
14 | the name of its registered agent
at that address.
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15 | (c) The address, including street and number, or rural | ||||||
16 | route number, of
its principal office.
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17 | (d) The names and respective addresses, including | ||||||
18 | street and
number, or rural route number, of its directors | ||||||
19 | and officers.
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20 | (e) A statement of the aggregate number of shares which | ||||||
21 | the corporation
has authority to issue, itemized by classes | ||||||
22 | and series, if any, within a class.
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23 | (f) A statement of the aggregate number of issued | ||||||
24 | shares, itemized by
classes, and series, if any, within a | ||||||
25 | class.
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26 | (g) A statement, expressed in dollars, of the amount of |
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1 | paid-in capital
of the corporation as defined in this Act.
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2 | (h) Either a statement that (1) all the property of the | ||||||
3 | corporation is
located in this State and all of its | ||||||
4 | business is transacted at or from places
of business in | ||||||
5 | this State, or the corporation elects to pay the annual
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6 | franchise tax on the basis of its entire paid-in capital, | ||||||
7 | or (2) a
statement, expressed in dollars, of the value of | ||||||
8 | all the property owned by
the corporation, wherever | ||||||
9 | located, and the value of the property located
within this | ||||||
10 | State, and a statement, expressed in dollars, of the gross
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11 | amount of business transacted by the corporation and the | ||||||
12 | gross amount thereof
transacted by the corporation at or | ||||||
13 | from places of business in this State
as of the close of | ||||||
14 | its fiscal year on or immediately preceding the last day of
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15 | the third month prior to the anniversary month or in the | ||||||
16 | case of a
corporation which has established an extended | ||||||
17 | filing month, as of the close
of its fiscal year on or | ||||||
18 | immediately preceding the last day of the third month
prior | ||||||
19 | to the extended filing month; however, in the case of a | ||||||
20 | domestic
corporation that has not completed its first | ||||||
21 | fiscal year, the statement with
respect to property owned | ||||||
22 | shall be as of the last day of the third month
preceding | ||||||
23 | the anniversary month and the statement with respect to | ||||||
24 | business
transacted shall be furnished for the period | ||||||
25 | between the date
of incorporation and the last day of the | ||||||
26 | third month preceding the
anniversary month. In the case of |
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1 | a foreign corporation that has not been
authorized to | ||||||
2 | transact business in this State for a period of 12 months | ||||||
3 | and
has not commenced transacting business prior to | ||||||
4 | obtaining
authority, the statement with respect to | ||||||
5 | property owned shall be as of the
last day of the third | ||||||
6 | month preceding the anniversary month and the
statement | ||||||
7 | with respect to business transacted shall be furnished for | ||||||
8 | the
period between the date of its authorization to | ||||||
9 | transact business in this
State and the last day of the | ||||||
10 | third month preceding the anniversary month.
If the data | ||||||
11 | referenced in item (2) of this subsection is not completed,
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12 | the franchise tax provided for in this Act shall be | ||||||
13 | computed on the basis of
the entire paid-in capital.
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14 | (i) A statement, including the basis therefor, of | ||||||
15 | status as a
"minority-owned business" or as a "women-owned | ||||||
16 | business" as those terms
are defined in the Business | ||||||
17 | Enterprise for
Minorities, Women, and Persons with | ||||||
18 | Disabilities Act.
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19 | (j) Additional information as may be necessary or | ||||||
20 | appropriate in
order to enable the Secretary of State to | ||||||
21 | administer this Act and to verify
the proper amount of fees | ||||||
22 | and franchise taxes payable by the corporation.
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23 | (k) A statement of whether the corporation or foreign | ||||||
24 | corporation has outstanding shares listed on a major United | ||||||
25 | States stock exchange and is thereby subject to the | ||||||
26 | reporting requirements of Section 8.12. |
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1 | (l) For those corporations subject to Section 8.12, a | ||||||
2 | statement providing the information required under Section | ||||||
3 | 8.12. | ||||||
4 | The annual report shall be made on forms prescribed and | ||||||
5 | furnished by
the Secretary of State, and the information | ||||||
6 | therein required by paragraphs
(a) through (d), both inclusive, | ||||||
7 | of this Section, shall be given as of the date
of the execution | ||||||
8 | of the annual report and the information therein required
by | ||||||
9 | paragraphs (e), (f), and (g) of this Section shall be given as | ||||||
10 | of the
last day of the third month preceding the anniversary | ||||||
11 | month, except that
the information required by paragraphs (e), | ||||||
12 | (f), and (g) shall, in the case
of a corporation which has | ||||||
13 | established an extended filing month, be given
in its final | ||||||
14 | transition annual report and each subsequent annual report as
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15 | of the close of its fiscal year on or immediately preceding the | ||||||
16 | last day of the third month prior to its extended filing
month. | ||||||
17 | It shall be executed by the corporation by its president, a
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18 | vice-president, secretary, assistant secretary, treasurer or | ||||||
19 | other officer
duly authorized by the board of directors of the | ||||||
20 | corporation to execute
those reports, and verified by him or | ||||||
21 | her, or, if the corporation is in the
hands of a receiver or | ||||||
22 | trustee, it shall be executed on behalf of the
corporation and | ||||||
23 | verified by the receiver or trustee.
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24 | (Source: P.A. 100-391, eff. 8-25-17; 100-486, eff. 1-1-18; | ||||||
25 | 100-863, eff. 8-14-18.)
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26 | Section 99. Effective date. This Act takes effect upon |
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1 | becoming law.
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