Sen. Christopher Belt
Filed: 5/3/2019
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1 | AMENDMENT TO HOUSE BILL 3394
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2 | AMENDMENT NO. ______. Amend House Bill 3394 by replacing | ||||||
3 | everything after the enacting clause with the following:
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4 | "Section 5. The Business Corporation Act of 1983 is amended | ||||||
5 | by adding Section 8.12 as follows: | ||||||
6 | (805 ILCS 5/8.12 new) | ||||||
7 | Sec. 8.12. African American, Latino, female directors | ||||||
8 | required. | ||||||
9 | (a) The General Assembly finds that women and minorities | ||||||
10 | are still largely underrepresented in positions of corporate | ||||||
11 | authority, such as serving as a director on a corporation's | ||||||
12 | board of directors. This low representation could be | ||||||
13 | contributing to the disparity seen in wages made by females and | ||||||
14 | minorities versus their white male counterparts. Greater | ||||||
15 | representation of these individuals as directors on boards of | ||||||
16 | directors for publicly held domestic and foreign corporations |
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1 | will boost the Illinois economy, improve opportunities for | ||||||
2 | women and minorities in the workplace, and foster an | ||||||
3 | environment in Illinois where the business community is | ||||||
4 | representative of our citizens. | ||||||
5 | (b) "African American" means a citizen with at least | ||||||
6 | partial Sub-Saharan African ancestry and who self-identifies | ||||||
7 | as being African American. | ||||||
8 | "Annual report" means the report submitted annually to the | ||||||
9 | Secretary of State pursuant to this Act. | ||||||
10 | "Female" means an individual who self-identifies her | ||||||
11 | gender as a woman, without regard to the individual's | ||||||
12 | designated sex at birth. | ||||||
13 | "Latino" means a citizen with at least partial Latin | ||||||
14 | American or Spanish ancestry and who self-identifies as being | ||||||
15 | Latino or Latina. | ||||||
16 | "Publicly held domestic or foreign corporation" means a | ||||||
17 | corporation with outstanding shares listed on a major United | ||||||
18 | States stock exchange. | ||||||
19 | (c) No later than December 31, 2020, a publicly held | ||||||
20 | domestic or foreign corporation whose principal executive | ||||||
21 | offices, according to the corporation's annual report, are | ||||||
22 | located in Illinois, shall have a minimum of one female | ||||||
23 | director, one African American director, and one Latino | ||||||
24 | director on its board of directors. A corporation may increase | ||||||
25 | the number of directors on its board to comply with this | ||||||
26 | Section. For the purposes of this Section, one individual may |
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1 | satisfy one or more of the required classifications. | ||||||
2 | (d) No later than January 1, 2021, a corporation required | ||||||
3 | to file an annual report under this Act shall state whether it | ||||||
4 | is a publicly held domestic or foreign corporation with its | ||||||
5 | principal executive office located in Illinois. | ||||||
6 | (e) No later than January 1, 2021, a publicly held domestic | ||||||
7 | or foreign corporation shall state in its annual report if, | ||||||
8 | during the 12 months preceding the filing of the annual report, | ||||||
9 | it had at least one: | ||||||
10 | (1) female director on its board of directors; | ||||||
11 | (2) African American director on its board of | ||||||
12 | directors; and | ||||||
13 | (3) Latino director on its board of directors. | ||||||
14 | (f) No later than March 1, 2022, and every March 1 | ||||||
15 | thereafter, the Secretary of State shall publish a report on | ||||||
16 | its website setting forth the following information: | ||||||
17 | (1) The total number of publicly held domestic or | ||||||
18 | foreign corporations in Illinois, and the number of | ||||||
19 | publicly held domestic or foreign corporations that had at | ||||||
20 | least one: | ||||||
21 | (A) female director on its board of directors; | ||||||
22 | (B) African American director on its board of | ||||||
23 | directors; and | ||||||
24 | (C) Latino director on its board of directors. | ||||||
25 | (2) To the extent the information is available, the | ||||||
26 | number of publicly held domestic or foreign corporations |
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1 | that moved their United States headquarters to Illinois | ||||||
2 | from another state or out of Illinois into another state | ||||||
3 | during the preceding calendar year. | ||||||
4 | (3) To the extent the information is available, the | ||||||
5 | number of publicly held domestic or foreign corporations | ||||||
6 | that were subject to this Section during the preceding | ||||||
7 | year, but are no longer publicly traded. | ||||||
8 | (g) The Secretary of State may adopt rules to implement | ||||||
9 | this Section. | ||||||
10 | (h) The Secretary of State may impose penalties not to | ||||||
11 | exceed $10,000 for failure to timely file information pursuant | ||||||
12 | to this Section. | ||||||
13 | (i) For a first violation of subsection (c), a publicly | ||||||
14 | held domestic or foreign corporation shall be subject to a | ||||||
15 | civil penalty not to exceed $100,000. For a second or | ||||||
16 | subsequent violation, a publicly held domestic or foreign | ||||||
17 | corporation shall be subject to a civil penalty not to exceed | ||||||
18 | $300,000. For the purposes of this subsection, each director | ||||||
19 | seat required by this Section to be held by a female, African | ||||||
20 | American, or Latino director that is not held by a female, | ||||||
21 | African American, or Latino during at least one point of a | ||||||
22 | calendar year shall constitute a violation. The Attorney | ||||||
23 | General is authorized to bring proceedings to recover all | ||||||
24 | amounts due to the State under this Section. | ||||||
25 | (j) Penalties collected pursuant to this Section shall be | ||||||
26 | available, upon appropriation by the General Assembly, for use |
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1 | by the Secretary of State to offset the cost of administering | ||||||
2 | this Section. ".
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