SB0002sam001 98TH GENERAL ASSEMBLY

Sen. Andy Manar

Filed: 3/12/2013

09800SB0002sam001 LRB098 04263 JWD 42710 a

AMENDMENT TO SENATE BILL 2

AMENDMENT NO. ______. Amend Senate Bill 2 by replacing everything after the enacting clause with the following:

"Section 1. Short title. This Act may be cited as the Illinois Business and Economic Advocacy and Development Act of 2013.

Section 5. Findings. The General Assembly determines and declares the following:

(a) The General Assembly finds that economic development is an important public purpose and that both the public and private sectors have a shared interest in fostering the economic vitality of the State. Therefore, it is the purpose of this Act to implement economic development policy in the State by means of a collaboration between government and the private sector.

(b) The collaboration shall involve the Illinois Economic Development Authority and the Illinois Business and Economic Development Corporation, both of which shall work together to further economic development policy according to the provisions of this Act.

Section 10. Definitions. In this Act:

"Authority" means the Illinois Economic Development Authority.

"Board" means the Board of Directors of the Illinois Economic Development Authority.

"Board of Directors of the Corporation" means the Board of Directors of the Illinois Business and Economic Development Corporation.

"Chief Executive Officer" means the Chief Executive Officer of the Corporation.

"Corporation" means the Illinois Business and Economic Development Corporation.

"Deputy Director" means the Deputy Director of the Authority.

"Executive Director" means the Executive Director of the Authority.

"Financial assistance" means assistance provided only from the funds, rights, and assets legally available to the Authority, including but not limited to assistance in the form of grants, loans, forgivable loans, and royalty payments.

Section 15. Creation.

(a) There is created the Illinois Economic Development Authority, which shall constitute a public instrumentality and agency of the State exercising public and essential governmental functions, to undertake programs which implement economic development policy in the State, and to undertake certain finance programs.

(b) The powers of the Authority are vested in and shall be exercised by a Board of Directors composed of 9 voting members appointed by the Governor, with the advice and consent of the Senate, as follows: one person who has experience in the management of a not-for-profit or educational entity; one person who has professional experience in finance, insurance, or investment banking; one person who has professional experience in advanced manufacturing; one person with professional experience in small business development; one person with professional experience representing the interests of organized labor; and 4 persons who are actively employed in the private, for profit sector of the economy or who otherwise have substantial expertise in economic development.

(1) Except as otherwise provided, the individuals must be employed in, or retired from, the private or non-profit sector, or academia.

(2) No more than 5 members shall be appointed from the same political party.

(3) Upon appointment, members shall file with the Secretary of State the disclosures required under Section 3A-30 of the Illinois Governmental Ethics Act.

(4) The Governor shall not appoint a person who is the spouse of, partner in a civil union with, or immediate family member of a current member of the Board, or a current member of the Board of Directors of the Corporation.

(5) Members are not entitled to compensation for their services, but are entitled to reimbursement for all necessary expenses incurred in connection with the performance of their duties as members.

(6) Members should reflect the ethnic, cultural, and geographic diversity of the State.

(c) Members of the Board shall be appointed for terms of 4 years, and until their successor is appointed and qualified. Of the initial terms of the 9 members appointed by the Governor, 3 shall serve until the third Monday in January 2015, 3 shall serve until the third Monday in January 2016, and 3 shall serve until the third Monday in January 2017. All successors to the original appointments shall hold office for a term of 4 years commencing the third Monday in January of the year in which their term commences, except in the case of an appointment to fill a vacancy. Vacancies occurring among the members shall be filled for the remainder of the term. In the case of a vacancy when the Senate is not in session, the Governor may make a temporary appointment until the next meeting of the Senate when a person shall be nominated to fill the office, and, upon confirmation by the Senate, he or she shall hold office during the remainder of the term. A member is eligible for reappointment.

(d) A member of the Board may be removed from office by the Governor for incompetence, neglect of duty, or malfeasance in office.

(e) Five voting members of the Board constitute a quorum.

(1) The affirmative vote of 5 members is necessary for any action taken by the Board. The majority shall not include any member who has a conflict of interest, and a statement by a member of a conflict of interest shall be conclusive for this purpose.

(2) A vacancy in the membership does not impair the right of a quorum to exercise all rights and perform all duties of the Authority.

(f) Members of the Board shall give bond as required under the Official Bond Act.

(g) Meetings of the Board shall be held at the call of the chairperson or when 2 members so request in writing.

(h) Members shall elect from their number a chairperson and vice chairperson annually, and other officers as they determine, but the Executive Director shall serve as secretary to the Board.

(i) Members of the Board shall provide input, and such assistance as may be requested, to the Board of Directors of the Corporation to enable them to develop a strategic plan for economic development in the State.

(j) Within 30 days after the occurrence of a vacancy in the office of the Executive Director or Deputy Director of the Authority, the members of the Board shall designate to the Governor 3 nominees to serve as the Executive Director or Deputy Director of the Authority, each of whom shall meet the qualifications for Executive Director or Deputy Director required under Section 40 of this Act.

(k) The net earnings of the Authority, beyond the amount necessary to implement the public purposes and programs herein authorized, shall not inure to the benefit of any person other than the State. Upon termination of the existence of the Authority, title to all property owned by the Authority, including any such net earnings of the Authority, shall vest in the State. The State reserves the right at any time to alter, amend, repeal, or otherwise change the structure, organization, programs, or activities of the Authority, including the power to terminate the Authority, except that no law shall impair the obligation of any contract or contracts entered into by the Authority to the extent that any such law would contravene Article I, Section 16, of the Constitution of the State of Illinois, or Article I, Section 10, of the Constitution of the United States.

(l) The Authority shall receive the protections from liability provided to a "local public entity", and the members of the Board, employees or agents of the Authority, while acting within the scope of their office or employment by the Authority, shall receive the protections from liability provided to a "public employee" under the Local Governmental and Governmental Employees Tort Immunity Act.

Section 20. Successor to the Department of Commerce and Economic Opportunity.

(a) The Department of Commerce and Economic Opportunity is hereby abolished. On the effective date of this Act, all powers, duties, rights, and responsibilities of the Department of Commerce and Economic Opportunity shall be transferred to the Illinois Economic Development Authority, as the successor agency to the Department.

(b) Notwithstanding any provision of law to the contrary, references to the Department of Commerce and Economic Opportunity or the Department of Commerce and Community Affairs shall be construed as references to the Illinois Economic Development Authority. All references to the Director of the Department of Commerce and Economic Opportunity or the Department of Commerce and Community Affairs shall be construed as references to the Executive Director of the Illinois Economic Development Authority.

(c) Unless otherwise provided for by law, the personnel of the Department of Commerce and Economic Opportunity shall be transferred to the Illinois Economic Development Authority. The status and rights of such employees under the Personnel Code shall not be affected by the transfer. The rights of the employees and the State of Illinois and its agencies under the Personnel Code and applicable collective bargaining agreements or under any pension, retirement, or annuity plan shall not be affected by this Act.

(d) All books, records, papers, documents, property (real and personal), contracts, causes of action, and pending business pertaining to the powers, duties, rights, and responsibilities transferred by this Act from the Department of Commerce and Economic Opportunity, including, but not limited to, material in electronic or magnetic format and necessary computer hardware and software, shall be transferred to the Illinois Economic Development Authority.

(e) All unexpended appropriations and balances and other funds available for use by the Department of Commerce and Economic Opportunity shall be transferred to the Illinois Economic Development Authority to be expended only for the purpose for which the appropriations were originally made.

(f) The powers, duties, rights, and responsibilities transferred from the Department of Commerce and Economic Opportunity by this Act shall be vested in and shall be exercised by the Illinois Economic Development Authority.

(g) Whenever reports or notices are now required to be made or given or papers or documents furnished or served by any person to or upon the Department of Commerce and Economic Opportunity in connection with any of the powers, duties, rights, and responsibilities transferred by this Act, the same shall be made, given, furnished, or served in the same manner to or upon the Illinois Economic Development Authority.

(h) This Act does not affect any act done, ratified, or canceled or any right occurring or established or any action or proceeding had or commenced in an administrative, civil, or criminal cause by the Department of Commerce and Economic Opportunity before this Act takes effect; such actions or proceedings may be prosecuted or defended and continued by the Illinois Economic Development Authority.

(i) Any rules of the Department of Commerce and Economic Opportunity that relate to its powers, duties, rights, and responsibilities and are in full force on the effective date of this Act shall become the rules of the Illinois Economic Development Authority. This Act does not affect the legality of any such rules in the Illinois Administrative Code.

Any proposed rules filed with the Secretary of State by the Department of Commerce and Economic Opportunity that are pending in the rulemaking process on the effective date of this Act and pertain to the powers, duties, rights, and responsibilities transferred, shall be deemed to have been filed by the Illinois Economic Development Authority. As soon as practicable hereafter, the Illinois Economic Development Authority shall revise and clarify the rules transferred to it under this Act to reflect the reorganization of powers, duties, rights, and responsibilities affected by this Act, using the procedures for recodification of rules available under the Illinois Administrative Procedure Act, except that existing title, part, and section numbering for the affected rules may be retained. The Illinois Economic Development Authority may propose and adopt under the Illinois Administrative Procedure Act such other rules as may be needed for the activities and programs of the Department of Commerce and Economic Opportunity that will now be administered by the Illinois Economic Development Authority.

To the extent that, prior to the effective date of this Act, the Director of the Department of Commerce and Economic Opportunity had been empowered to prescribe rules or had other rulemaking authority jointly with the Secretary or Director of another State agency, such duties shall be exercised from and after the effective date of this Act solely by the Executive Director of the Illinois Economic Development Authority.

Section 25. Conflicts of interest.

(a) If a member of the Board or employee of the Authority has an interest, either direct or indirect, in a contract to which the Authority is, or is to be, a party, the interest shall be disclosed to the Authority in writing and shall be set forth in the minutes of the Board.

(1) The member or employee having the interest shall not participate in any action of the Authority with respect to that contract. However, a resolution of the Authority is not invalid because of a vote cast by a member in violation of this subsection or of Section 15 of this Act, unless the vote was decisive in the passage of the resolution.

(2) For the purposes of this subsection, "action of the Authority with respect to that contract" means only an action directly affecting a separate contract, and does not include an action which benefits the general public or which affects all or a substantial portion of the contracts included in a program of the Authority.

(b) The Executive Director or the Deputy Director shall not receive, in addition to a fixed salary or compensation, any money or valuable thing, either directly or indirectly, or through any substantial interest in any other corporation or business unit, for negotiating, procuring, recommending, or aiding in any purchase or sale of property, or loan, made by the Authority, nor shall the Executive Director or the Deputy Director be pecuniarily interested, either as principal, co-principal, agent, or beneficiary, either directly or indirectly, or through any substantial interest in any other corporation or business unit, in any such purchase, sale, or loan.

(c) A person shall not be employed concurrently by both the Authority and the Corporation.

(d) A person leaving employment with the Authority shall not be employed by the Corporation until a period of 2 years has passed. A person leaving employment with the Corporation shall not be employed by the Authority until a period of 2 years has passed.

(e) No individual may serve concurrently on the Board, the Board of Directors of the Corporation, or any combination thereof.

(f) Conflict of interest.

(1) In addition to the provisions of subsection (a) of Section 50-13 of the Illinois Procurement Code, it is unlawful for a member of the Board, the spouse of, or partner in a civil union with, the member of the Board, or an immediate family member of the member of the Board living in the member's residence to have or acquire a contract, or have or acquire a direct pecuniary interest in a contract with the State, that relates to the Authority or the Corporation, during and for one year after the conclusion of the member's term.

(2) If (i) a person subject to paragraph (1) of this subsection is entitled to receive more than 7 1/2% of the total distributable income of a partnership, association, corporation, or other business entity or (ii) a person subject to paragraph (1) of this subsection together with his or her spouse, partner in a civil union, and immediate family members living in that person's residence are entitled to receive more than 15%, in the aggregate, of the total distributable income of a partnership, association, corporation, or other business entity, then it is unlawful for that partnership, association, corporation, or other business entity to have or acquire a contract or a direct pecuniary interest in a contract prohibited by paragraph (1) of this subsection during and for one year after the conclusion of the member's term of office.

Section 30. General powers.

(a) The Authority possesses all the powers of a body corporate necessary and convenient to accomplish the purposes of this Act, including, without limitation upon the general powers hereby conferred, the following powers:

(1) Sue and be sued in its own name.

(2) Have and alter a corporate seal.

(3) Adopt all needful ordinances, resolutions, bylaws, rules, and regulations for the conduct of its business and affairs.

(4) Make and execute agreements, contracts, and other instruments of any and all types on such terms and conditions as the Authority may find necessary or convenient to the purposes of the Authority with any public or private entity, including but not limited to contracts for goods and services. All political subdivisions, other public agencies, and State departments and agencies may enter into contracts and otherwise cooperate with the Authority.

(5) Designate a fiscal year for the Authority.

(6) Adopt by rule pursuant to the Illinois Procurement Code procedures relating to competitive bidding, including the identification of those circumstances under which competitive bidding, either formally or informally, is required by the Authority. In any bidding process, the Authority may administer its own bidding and procurement or may utilize the services of the Department of Central Management Services or any other agency. Except when such rules apply, the Authority and all contracts made by it in carrying out its public and essential governmental functions with respect to any of its programs shall be exempt from the provisions and requirements of all laws or rules of the State which require competitive bids in connection with the letting of such contracts.

(7) Acquire, hold, improve, mortgage, lease, and dispose of real and personal property, including but not limited to the power to sell at public or private sale, with or without public bidding, any such property, or other obligation held by it.

(8) Procure insurance against any loss in connection with its operations and property interests.

(9) Request, receive and expend appropriations, gifts, grants, loans, or other aid from public or private entities. A record of all gifts or grants, stating the type, amount, and donor, shall be clearly set out in the Authority's annual report along with the record of other receipts.

(10) Provide to public and private entities technical assistance and counseling related to the Authority's purposes.

(11) In cooperation with other local, State, or federal governmental agencies, conduct research studies, develop estimates of unmet economic development needs, gather and compile data useful to facilitating decision making, and enter into agreements to carry out programs within or without the State which the Authority finds to be consistent with the goals of the Authority.

(12) Enter into agreements with the federal government and other states to undertake economic development activities in the State of Illinois.

(13) Own or acquire intellectual property rights including but not limited to copyrights, trademarks, service marks, and patents, and enforce the rights of the Authority with respect to such intellectual property rights.

(14) Make, alter, interpret, and repeal rules consistent with the provisions of this Act, and subject to the requirements of the Illinois Administrative Procedure Act.

(15) Establish a trust fund under the control of the Authority to be held outside of the State Treasury, with the State Treasurer as custodian, which shall be called the Illinois Economic Development Authority Fund. Notwithstanding any provision of law to the contrary, moneys invested by the State Treasurer pursuant to this Section shall not revert to the general revenue of the State, and interest accrued on the moneys shall be moneys of the Authority and shall not be credited to general revenue. The non-reversion of moneys allowed under this paragraph does not apply to moneys appropriated to the Authority by the General Assembly.

(16) Select projects to receive assistance by the exercise of diligence and care.

(17) Exercise generally all powers typically exercised by private enterprises engaged in business pursuits unless the exercise of such a power would violate the terms of this Section or the Constitution of the State of Illinois.

(18) Engage in any activity or operation which is incidental to and in furtherance of efficient operation to accomplish the Authority's primary purpose.

(b) The powers enumerated in this Section are cumulative of and in addition to those powers enumerated elsewhere in this Act, or otherwise provided for by law, including but not limited to any powers formerly exercised by the Department of Commerce and Economic Opportunity, and such powers shall not be construed to limit or otherwise restrict any other powers of the Authority.

Section 35. Specific program powers.

(a) In addition to the general powers described in Section 30, the Authority shall have all powers convenient and necessary to carry out its programs.

(b) For purposes of this Section, "powers convenient and necessary" includes, but is not limited to, the power to:

(1) Provide input and, upon request, assistance to the Board of Directors of the Corporation to facilitate the creation of the strategic plan required under subsection (g) of Section 50.

(2) Cooperate with the Corporation in carrying out its stated purposes in order to further the overall development and economic well-being of the State.

(3) Cooperate with the Corporation to provide information necessary for the Corporation to market and promote the Authority and other related State programs that may be beneficial to business development in the State.

(4) Collaborate with the Corporation to provide direction and supporting documents to allow the Corporation to maintain and develop economic data and research that is beneficial to business development in the State.

(5) Execute the strategic plan created under subsection (g) of Section 50.

(6) Notwithstanding any provisions of law to the contrary, enter into contracts with the Corporation for the sole source procurement of services. In entering into such sole source contracts, the Authority shall negotiate a fair and reasonable price for the services and shall thoroughly document the circumstances of such sole source procurements.

Section 40. Executive Director; Deputy Director.

(a) The day to day operations of the Authority shall be administered by the Executive Director of the Illinois Economic Development Authority, who shall be appointed by the Governor, with the advice and consent of the Senate, and who shall serve for a 4-year term beginning on the third Monday in January, 2014. An appointment by the Governor to fill a vacancy in the office of the Executive Director shall be for the balance of the unexpired 4-year term. The Governor shall select the individual to appoint as the Executive Director from the 3 nominees designated by the Board under subsection (j) of Section 15 of this Act.

The individual serving on the effective date of this Act as Director of the Department of Commerce and Economic Opportunity, or his or her successor, shall serve as the Executive Director of the Authority until the third Monday in January 2014.

The Deputy Director shall have those responsibilities assigned in this Act and such other responsibilities as the Executive Director or the Board may assign. The Deputy Director shall be appointed by the Governor, with the advice and consent of the Senate, and shall serve for a 4-year term beginning on the third Monday in January, 2014. An appointment by the Governor to fill a vacancy in the office of the Deputy Director shall be for the balance of the unexpired 4-year term. The Governor shall select the individual to appoint as the Deputy Director from the 3 nominees designated by the Board under subsection (j) of Section 15 of this Act.

Except as otherwise provided in this subsection (a), the Executive Director and the Deputy Director shall possess the following qualifications:

(1) private sector or public sector economic development experience, or a combination thereof, totaling 5 years;

(2) ten years of experience working in or with the for profit sector of the economy;

(3) five years of management experience;

(4) an advanced degree in economics, risk management, law, business, or a related field; and

(5) shall not hold outside employment.

(b) The Executive Director or the Deputy Director shall not, directly or indirectly, exert influence to induce any other officers or employees of the State to adopt a political view or to favor a political candidate for office. The Executive Director and the Deputy Director shall ensure that the Authority is operated free from political influence. The Executive Director and the Deputy Director shall give bond as required under the Official Bond Act.

(c) The Executive Director shall advise the Authority on matters relating to economic development and act on the Authority's behalf to carry out all directives from the Board in regard to the operation of the Authority.

(d) The Executive Director shall employ personnel as necessary to carry out the duties and responsibilities of the Authority.

(e) The Executive Director or the Deputy Director shall not be employed concurrently by both the Authority and the Corporation.

(f) Conflict of interest.

(1) In addition to the provisions of subsection (a) of Section 50-13 of the Illinois Procurement Code, it is unlawful for the Executive Director or the Deputy Director, the spouse of, or partner in a civil union with, the Executive Director or the Deputy Director, or an immediate family member of the Executive Director or the Deputy Director living in the Executive Director's or the Deputy Director's residence to have or acquire a contract, or have or acquire a direct pecuniary interest in a contract with the State, that relates to the Authority or the Corporation, during and for one year after the conclusion of the Executive Director's or the Deputy Director's term.

(2) If (i) a person subject to paragraph (1) of this subsection is entitled to receive more than 7 1/2% of the total distributable income of a partnership, association, corporation, or other business entity or (ii) a person subject to paragraph (1) of this subsection together with his or her spouse, partner in a civil union, and immediate family members living in that person's residence are entitled to receive more than 15%, in the aggregate, of the total distributable income of a partnership, association, corporation, or other business entity, then it is unlawful for that partnership, association, corporation, or other business entity to have or acquire a contract or a direct pecuniary interest in a contract prohibited by paragraph (1) of this subsection during and for one year after the conclusion of the Executive Director's or the Deputy Director's term of office.

(g) The Executive Director may create organizational divisions within the Authority in the manner the Executive Director deems most efficient to carry out the duties and responsibilities of the Authority.

(h) In structuring the Authority, the Executive Director shall create a small business development division and ensure that the division focuses administrative efforts, program resources, and financial assistance awards on small businesses.

(i) In addition, in structuring the Authority, the Executive Director shall create a Division whose sole purpose shall be interacting and coordinating efforts with the Illinois Business and Economic Development Corporation created pursuant to Section 50 of this Act. The Division shall be structured and have responsibilities as follows:

(1) The Division shall be administered by the Deputy Director. The Deputy Director shall serve as an ex-officio member of the Board of Directors of the Corporation created pursuant to Section 50.

(2) The Division shall be responsible for all communications with the Illinois Business and Economic Development Corporation.

(3) The Division shall be responsible for coordinating and exercising the specific program powers enumerated in Section 35.

(4) The Division shall coordinate with other State agencies, chief procurement officers, and local entities as well as the Illinois Business and Economic Development Corporation in an effort to achieve policy consistency and ensure that businesses desiring to expand within, or relocate to, the State of Illinois are aware of all potential economic incentives or benefits that may be available to them and are properly assisted in such expansion or relocation efforts.

(5) The Division shall be responsible for any other responsibilities assigned by the Executive Director related to cooperation and communications with the Illinois Business and Economic Development Corporation.

Section 45. Review of Authority operations.

(a) Commencing January 1, 2015, the Commission on Government Forecasting and Accountability shall conduct a review of the Authority and its activities and shall issue a report with findings and recommendations to the General Assembly on or before January 1, 2016.

(b) On or before January 1, 2015, and every January 1 thereafter, the Authority shall submit a report to the Governor and the General Assembly assessing the extent to which each of the Authority's programs can be used to provide assistance to small businesses and making recommendations for legislative changes to such programs in order to better and more intensively focus economic development efforts on such small businesses. The report shall also address the extent to which the Authority's programs address local economic development needs and efforts.

Section 50. Illinois Business and Economic Development Corporation.

(a) There is created the Illinois Business and Economic Development Corporation as a non-profit corporation organized under the General Not For Profit Corporation Act of 1986 and qualifying under Section 501(c)(3) of the Internal Revenue Code as an organization exempt from taxation. Unless otherwise provided in this Section, the Corporation is subject to the provisions of the General Not For Profit Corporation Act of 1986. The Corporation shall be established for the purpose of receiving and disbursing funds from public or private sources to be used to further the overall economic development and well-being of the State.

(b) The Corporation shall collaborate with the Authority as described in this Act, but the Corporation shall not be considered, in whole or in part, an agency, political subdivision, or instrumentality of the State.

(1) The Corporation shall have the power (A) to accept grants, loans, or appropriations from the federal government or the State, or any agency or instrumentality thereof, to be used for the operating expenses of the Corporation, and (B) to enter into any agreements with the federal government or the State, or any agency or instrumentality thereof, in relation to those grants, loans, or appropriations.

(2) Except as provided in this Act, the Corporation shall not be required to comply with any requirements that apply to a State agency or political subdivision and shall not exercise any sovereign power of the State.

(3) The Corporation does not have authority to pledge the credit of the State, and the State shall not be liable for the debts or obligations of the Corporation. All debts and obligations of the Corporation shall be payable solely from the Corporation's funds.

(c) The Corporation shall be established, maintained and operated so that donations and bequests to it qualify as tax deductible under State income tax laws and under Section 501(c)(3) of the Internal Revenue Code.

The Corporation shall be established for the purpose of expanding economic development opportunities in the State of Illinois and for Illinois businesses operating in foreign markets in connection with the public purpose of economic development in Illinois. The Corporation shall, with input from the Authority, create and maintain a strategic economic development plan including marketing, benchmarks, and performance measures.

(d) The bylaws of the Corporation shall provide for its governance and its efficient management. In providing for its governance, the bylaws of the Corporation shall provide for or address the following:

(1) A Board of Directors to govern the Corporation. The Board of Directors of the Corporation shall be composed of the following 15 members:

(A) eleven members appointed by the Governor, with the advice and consent of the Senate. One member shall be appointed representing each of the following: advanced manufacturing, agriculture, biotechnology, energy, engineering, finance, information technology, insurance, medicine, and small business. One additional member shall have senior level management experience in representing the interests of organized labor;

(B) one member appointed by the President of the Senate;

(C) one member appointed by the Speaker of the House of Representatives;

(D) one member appointed by the Minority Leader of the Senate; and

(E) one member appointed by the Minority Leader of the House of Representatives.

The Deputy Director shall serve as an ex-officio member.

The initial members appointed to the Board of Directors shall continue in office until the first Wednesday in February 2015. All successors to the original appointments shall hold office for a term of 2 years commencing the first Wednesday in February of the year in which their term commences, except in the case of an appointment to fill a vacancy. Vacancies occurring among the members shall be filled by the appointing authority for the remainder of the unexpired term. In case of vacancy in the appointments of the Governor when the Senate is not in session, the Governor may make a temporary appointment until the next meeting of the Senate when a person shall be nominated to fill the office, and, upon confirmation by the Senate, he or she shall hold office during the remainder of the term. A member is eligible for reappointment.

The members of the Board of Directors of the Corporation shall possess the following qualifications: private sector or public sector economic development experience, or a combination thereof, totaling 5 years; and 10 years of experience working in or with the for profit sector of the economy.

Should the Governor fail to make an initial appointment to the Board of Directors of the Corporation within 60 days after the effective date of this Act, or to make an appointment to fill a vacancy on the Board of Directors of the Corporation within 60 days after the date that the vacancy first occurred, then the appointment shall be made by a majority of the members of the Board of Directors of the Illinois Economic Development Authority, with the advice and consent of the Senate.

(2) No appointing authority shall appoint or select any person who is either the spouse of, a partner in a civil union with, or a relative within the first degree of consanguinity of a serving member of the Board of Directors of the Corporation or the Board of the Authority.

(3) The appointment of a Chief Executive Officer by the Board to manage the Corporation's daily operations.

(4) The delegation of such powers and responsibilities to the Chief Executive Officer as may be necessary for the Corporation's efficient operation.

(e) The Corporation may employ such personnel as may be necessary for the efficient performance of the duties assigned to the Corporation. All such personnel shall be considered employees of a private, nonprofit corporation and shall be exempt from the personnel requirements imposed on State agencies and political subdivisions.

(f) The bylaws of the Corporation shall provide for the financial operations of the Corporation, including the authority to receive and expend funds from public and private sources and to use its property, money, or other resources for the purposes of the Corporation.

(g) The members of the Board of Directors of the Corporation, with input from the Board of the Authority, shall develop an economic development strategy for the State. By no later than January 1, 2015 and annually thereafter, the Corporation shall make modifications in the economic development strategy as the modifications are warranted by changes in economic conditions or by other factors, including changes in policy. In preparing the strategy and in making modifications to the strategy, the Corporation shall take cognizance of the special economic attributes of the various component areas of the State.

(1) The "component areas" shall be determined by the Corporation and shall group counties that are close in geographical proximity and share common economic traits such as commuting zones, labor market areas, or other economically integrated regions.

(2) The strategy shall recommend actions for promoting sustained economic growth at or above national rates of economic growth.

(3) The strategy shall include an assessment of historical patterns of economic trends using national economic trends and projections for comparative purposes. All assumptions made in the formulation of the economic projections shall be clearly and explicitly set forth in the strategy.

(4) The strategy shall recommend actions to foster and promote economic growth, taking into account indigenous resources and prevalent economic factors.

(A) The strategy shall identify and include the critical business development approaches being considered or to be considered. The approaches shall include, but need not be limited to: investment recruitment, such as industry attraction, expansion and retention; trade development efforts including international trade, support for small businesses' efforts to export products and services, tourism attraction and development including cultural tourism, technology development efforts including technology commercialization and manufacturing modernization; and business development efforts, including entrepreneurship and entrepreneurial education, small business management assistance, and business financing.

(B) The strategy shall identify for the State and for each component area the critical workforce training and development approaches being considered or to be considered. The approaches shall include, but need not be limited to: customized job training, retraining and skill upgrading, economic adjustment, job creation and addressing labor shortages in areas of high demand; the market for and quality of the local labor force; the quality of the education and workforce infrastructure; and related issues.

(C) The strategy shall identify and consider the critical public infrastructure improvements and needs for the State and each component area. The strategy shall consider, but need not be limited to: local public services; the local, regional, and State tax and regulatory climate; the physical infrastructure, including communications and transportation systems; the capacity of area utilities; and the quality of public institutions such as schools.

(D) The strategy shall identify the other critical marketplace systems, including: the competitive advantages of the component area in terms of marketplace systems, including the financial marketplace; the competitive advantages of the component area in terms of natural resources, capital resources or technology resources; and other factors affecting component area development.

(5) In preparing the strategy, or modifications to the strategy, the Corporation shall work with State agencies, boards, and commissions whose programs and activities significantly affect economic activity in the State as appropriate. The Directors of the agencies, boards, and commissions shall provide the assistance to the Corporation as the Governor deems appropriate.

(6) In preparing the strategy, or modifications to the strategy, the Department shall consult with local and regional economic development organizations, local elected officials, community-based organizations, service delivery providers, and other organizations whose programs and activities significantly affect economic activity.

(7) The economic development strategy shall identify goals for the next calendar year and shall include a set of metrics that will be used to gauge and assess the extent to which the Authority and the Corporation achieve those goals. Such metrics shall include, but need not be limited to:

(A) The number of net new jobs created in the State.

(B) The average wage and benefit levels for such new jobs created.

(C) The impact to average household income for Illinois families as a result of the new jobs created.

(D) The number of new businesses investing in the State.

(E) The number of business expansions in the State.

(F) Business or economic development opportunities lost to other states.

(G) Jobs lost to other states due to business relocation.

(H) Such other information as the Board of Directors of the Corporation deems relevant.

(8) The strategy shall be presented to the Governor, the President and Minority Leader of the Senate, the Speaker and Minority Leader of the House of Representatives, the members of the Illinois Economic Development Authority Board, and the Chair of the Commission on Government Forecasting and Accountability on February 1, 2015 and annually thereafter.

(9) The strategy shall be published and made available to the public in both paper and electronic media, on the Corporation's website, and by any other method which the General Assembly deems appropriate.

(h) The Board of Directors of the Corporation and the Chief Executive Officer shall act to ensure all of the following:

(1) That the Board of the Authority implements the strategic plan developed by the Corporation pursuant to subsection (g) of this Section.

(2) That the Corporation prepares an annual budget that includes funding levels for the Corporation's activities and that shows sufficient moneys are available to support those activities.

(i) The Corporation shall complete and file all reports and returns required under the General Not For Profit Corporation Act of 1986.

Section 55. Duties and responsibilities of the Corporation.

(a) The Board of Directors of the Corporation and the Chief Executive Officer shall determine the activities and priorities of the Corporation within the general parameters of the duties and responsibilities described in this Act.

(b) The Corporation shall, to the extent that its bylaws provide and within its public purpose, do all of the following:

(1) Consult with the Illinois Economic Development Authority in the creation of the comprehensive strategic plan provided for in Section 50 for economic development.

(2) Maintain and develop economic data and research that is beneficial to business development in the State of Illinois.

(3) Maintain and develop information about specific economic incentives or benefits that may be available to a business to expand within, or relocate to, the State of Illinois. The information shall include incentives and benefits available statewide, as well as those that are only available in specific component areas within the State.

(4) Develop and implement effective marketing and promotional programs for the Authority and other related State programs that may be beneficial to business development in the State.

(5) Provide pertinent information to prospective new businesses.

(6) Formulate and pursue programs for encouraging the location of new businesses in the State and for retaining and fostering the growth of existing businesses.

(7) Solicit the involvement of the private sector, including support and funding, for business development initiatives in the State.

(8) Cooperate with and provide information to State agencies, local governments, community colleges, and State universities on economic development matters, including the areas of workforce development and job training.

(9) Encourage, stimulate, and support the development and expansion of the State's economy.

Section 60. Ethical Policies and Principles of the Corporation; conflicts of interest.

(a) Ethics Policies and Principles.

(1) In the conduct of their service to the Corporation, directors and employees of the Corporation shall behave ethically and in the furtherance of the best interests of the Corporation and its mission.

(2) Directors and employees of the Corporation shall base their business decisions on behalf of the Corporation on merit and fairness and shall seek to avoid any actual or potential conflict of interest.

(3) Corporation directors and employees shall not use their positions with the Corporation or knowledge gained therefrom to derive any improper personal benefit.

(4) In connection with a conflict of interest, a director or employee of the Corporation must disclose the existence of the conflict and all material facts relating to such conflict to the Corporation pursuant to subsection (b) of this Section.

(b) Disclosure.

(1) Corporation directors and employees shall file a disclosure questionnaire with the Chief Executive Officer of the Corporation when they begin their service with the Corporation and annually thereafter, disclosing or listing all businesses, charitable organizations, firms, or other entities, hereinafter known as "affiliated entities", to which they have a substantial connection. "Substantial connection" means that the individual (i) serves as a director, trustee, executive officer, employee, or partner of an entity, or (ii) holds more than 7 1/2% ownership in the entity. Each Corporation director or employee shall have an ongoing duty to notify the Chief Executive Officer of changes or additions to information previously provided. Ownership is measured by (i) stock ownership (either voting power or value) of a corporation, (ii) profits or capital interest in a partnership or limited liability company, (iii) membership interest in a nonprofit organization, or (iv) beneficial interest in a trust, and, in any case, includes indirect ownership.

(c) Advocacy for Economic Incentives for federal, State, or local agencies.

(1) Except as otherwise provided in this Section, the Corporation shall not recommend or advocate, whether verbally or in writing, that direct economic incentives shall be allocated to a particular company. Nothing in this Act shall limit the Corporation's ability to advise, provide information to, and otherwise provide assistance to companies regarding how to apply for direct economic incentives or other assistance from governmental entities.

(2) Should the Corporation wish to advocate for direct economic incentives for a particular company, the Corporation shall seek the approval of the Board of Directors of the Corporation (or other special committee of the Board formed for such purpose) prior to taking such action. The Board of Directors of the Corporation shall determine, based on the merits, whether to approve the Corporation's advocacy for such direct economic incentives.

(3) The limitations created by this subsection (c) shall apply solely to actions taken or statements made for or on behalf of the Corporation. It shall not restrict a director's ability to advocate for direct economic incentives for a particular company in a capacity other than as a director of the Corporation, whether in his or her individual capacity, on behalf of his or her employer, or otherwise.

(4) Nothing in the policy shall limit the Corporation's ability to advise, provide information to, and otherwise provide assistance to a company.

(d) Assistance to Affiliated Entities.

(1) Presumed Conflicts of Interest. If the Corporation is considering providing assistance to an affiliated entity, the Corporation director or employee who is affiliated with the entity shall be presumed to have a conflict of interest on this matter. The Corporation may not provide such assistance unless the Board of Directors of the Corporation approves the action pursuant to subsection (f) of this Section.

(2) Potential Conflicts of Interest. If a Corporation director or employee becomes aware of any existing or proposed Corporation assistance to an affiliated entity:

(i) that has a "substantial connection" (as defined in paragraph (1) of subsection (b)) with an immediate family member of the director or employee, or

(ii) as to which the director or employee has a financial interest or other relationship that does not meet the definition of "substantial connection" but that is so significant that it would reasonably create the perception that the individual has a substantial bias in favor of the entity.

The director or employee shall promptly notify the Corporation's Chief Executive Officer that there is a potential conflict of interest and shall disclose the circumstances.

The term "immediate family member" means one's (i) spouse or partner in a civil union, (ii) children (including stepchildren) and children's spouses, (iii) parents (including stepparents) and spouse's parents, and (iv) siblings and siblings' spouses.

The Corporation's Chief Executive Officer shall determine whether the approval of the Board of Directors of the Corporation of the action is required pursuant to subsection (f) of this Section, based on whether the connection between the entity and the Corporation director or employee is sufficiently significant to create a conflict of interest or the appearance of a conflict of interest. The Chief Executive Officer's determination shall be documented.

(e) Transactions With or Payments to Directors or employees of the Corporation. The Corporation may not enter into a transaction with, or provide compensation, payment, or personal benefits to (i) any Corporation director, (ii) any Corporation employee (other than compensation and benefits paid by the Corporation to its employees in their capacities as such), or (iii) one of their immediate family members.

(f) Board of Directors of the Corporation; Consideration of Conflicts.

(1) In General. When the Corporation is considering an action as to which a Corporation director or employee has a presumed or potential conflict of interest, the Corporation may proceed with the action only if the Board of Directors (excluding all directors and employees with conflicts) conclude by majority vote that the proposal on its merits is fair and in the best interests of the Corporation's mission and the State's economic development, and that any transaction has the same terms as if it were entered into at arm's length.

(2) Timing; Temporary Approval. So as not to hinder the effectiveness of Corporation or its staff, the Board of Directors shall meet and make its determination as promptly as practicable, either in person or through communication equipment or interactive technology as permitted by the bylaws of the Corporation.

(3) Process. The Board of Directors of the Corporation shall be briefed on the proposed assistance, including an explanation as to why the assistance or transaction is in the best interests of the Corporation and the State's economic development. The Board of Directors of the Corporation shall ensure that any Corporation director or employee with a conflict of interest is absent from the deliberations and vote on the matter, unless directly requested to provide factual information or answer factual questions that are necessary to assist the Board in making an informed decision. In no case shall the conflicted Corporation director or employee vote on such matter or attempt to exert personal influence in connection therewith.

(4) Minutes. The minutes of the meeting shall record the Corporation director or employee who had the conflict of interest, the nature of the conflict, a summary of the information received by the Board of Directors of the Corporation in considering the matter, the fact that all conflicted directors and employees were absent for the Board of Directors' deliberations and vote, a summary of the Board of Directors' deliberations and vote, and a summary of the reasons of the Board of Directors of the Corporation for approving or not approving the assistance or transaction.

(g) Duty to Report Violations. Each Corporation director and employee has the affirmative responsibility to report to the Chief Executive Officer any and all knowledge of any actual or suspected action or conduct that appears to be contrary to the policies contained in this Section. If the Board of Directors of the Corporation has reason to believe that a Corporation director or employee failed to disclose a conflict of interest, it shall inform the individual of the basis for such belief, afford the individual an opportunity to explain the alleged failure to disclose, and take any further lawful action it deems appropriate.

Section 65. Oversight of Corporation.

(a) When engaged in activities that utilize public funding, the Corporation shall comply with the provisions of this Section.

(b) The Corporation shall submit an annual report to the Governor, the General Assembly, and the Auditor General on January 15 of each year. The report shall include the Corporation's operations and activities during the prior fiscal year, including, but not limited to:

(1) The Corporation's complete, audited financial statements, including a description of the Corporation's financial condition and operations.

(2) A listing of all public sources of funds received by the Corporation.

(3) A listing of all firms and individuals who provided assistance or resources to the Corporation without compensation, including the approximate value of the assistance or resources provided.

(4) A description of how the operations and activities serve the interests of the State and further economic development.

(c) An annual audit of the Corporation performed by a certified public accountant in accordance with generally accepted accounting principles shall be filed with the office of the Auditor General and made available to the public.

(d) The respective parts or portions of deliberations or meetings of the Board of Directors of the Corporation that address the utilization of public funding shall be conducted in accordance with the Open Meetings Act.

(e) Minutes of the parts or portions of meetings conducted in accordance with subsection (d) shall be subject to the Freedom of Information Act.

Section 75. The Statute on Statutes is amended by adding Section 1.40 as follows:

(5 ILCS 70/1.40 new)

Sec. 1.40. Department of Commerce and Economic Opportunity. References to the Department of Commerce and Economic Opportunity or the Department of Commerce and Community Affairs shall be construed as references to the Illinois Economic Development Authority created by the Illinois Business and Economic Advocacy and Development Act of 2013. All references to the Director of the Department of Commerce and Economic Opportunity or the Department of Commerce and Community Affairs shall be construed as references to the Executive Director of the Illinois Economic Development Authority created by the Illinois Business and Economic Advocacy and Development Act of 2013.

Section 80. The Executive Reorganization Implementation Act is amended by changing Section 3.1 as follows:

(15 ILCS 15/3.1) (from Ch. 127, par. 1803.1)

Sec. 3.1. "Agency directly responsible to the Governor" or "agency" means any office, officer, division, or part thereof, and any other office, nonelective officer, department, division, bureau, board, or commission in the executive branch of State government, except that it does not apply to any agency whose primary function is service to the General Assembly or the Judicial Branch of State government, or to any agency administered by the Attorney General, Secretary of State, State Comptroller or State Treasurer. In addition the term does not apply to the following agencies created by law with the primary responsibility of exercising regulatory or adjudicatory functions independently of the Governor:

(1) the State Board of Elections;

(2) the State Board of Education;

(3) the Illinois Commerce Commission;

(4) the Illinois Workers' Compensation Commission;

(5) the Civil Service Commission;

(6) the Fair Employment Practices Commission;

(7) the Pollution Control Board;

(8) the Department of State Police Merit Board;

(9) the Illinois Racing Board;

(10) the Illinois Power Agency. ;

(11) the Illinois Economic Development Authority.

(Source: P.A. 96-796, eff. 10-29-09; 97-618, eff. 10-26-11.)

Section 85. The Civil Administrative Code of Illinois is amended by changing Sections 5-15 and 5-20 as follows:

(20 ILCS 5/5-15) (was 20 ILCS 5/3)

Sec. 5-15. Departments of State government. The Departments of State government are created as follows:

The Department on Aging.

The Department of Agriculture.

The Department of Central Management Services.

The Department of Children and Family Services.

The Department of Commerce and Economic Opportunity.

The Department of Corrections.

The Department of Employment Security.

The Illinois Emergency Management Agency.

The Department of Financial and Professional Regulation.

The Department of Healthcare and Family Services.

The Department of Human Rights.

The Department of Human Services.

The Department of Juvenile Justice.

The Department of Labor.

The Department of the Lottery.

The Department of Natural Resources.

The Department of Public Health.

The Department of Revenue.

The Department of State Police.

The Department of Transportation.

The Department of Veterans' Affairs.

(Source: P.A. 96-328, eff. 8-11-09; 97-618, eff. 10-26-11.)

(20 ILCS 5/5-20) (was 20 ILCS 5/4)

Sec. 5-20. Heads of departments. Each department shall have an officer as its head who shall be known as director or secretary and who shall, subject to the provisions of the Civil Administrative Code of Illinois, execute the powers and discharge the duties vested by law in his or her respective department.

The following officers are hereby created:

Director of Aging, for the Department on Aging.

Director of Agriculture, for the Department of Agriculture.

Director of Central Management Services, for the Department of Central Management Services.

Director of Children and Family Services, for the Department of Children and Family Services.

Director of Commerce and Economic Opportunity, for the Department of Commerce and Economic Opportunity.

Director of Corrections, for the Department of Corrections.

Director of the Illinois Emergency Management Agency, for the Illinois Emergency Management Agency.

Director of Employment Security, for the Department of Employment Security.

Secretary of Financial and Professional Regulation, for the Department of Financial and Professional Regulation.

Director of Healthcare and Family Services, for the Department of Healthcare and Family Services.

Director of Human Rights, for the Department of Human Rights.

Secretary of Human Services, for the Department of Human Services.

Director of Juvenile Justice, for the Department of Juvenile Justice.

Director of Labor, for the Department of Labor.

Director of Natural Resources, for the Department of Natural Resources.

Director of Public Health, for the Department of Public Health.

Director of Revenue, for the Department of Revenue.

Director of State Police, for the Department of State Police.

Secretary of Transportation, for the Department of Transportation.

Director of Veterans' Affairs, for the Department of Veterans' Affairs.

(Source: P.A. 96-328, eff. 8-11-09; 97-464, eff. 10-15-11; 97-618, eff. 10-26-11; 97-813, eff. 7-13-12.)

Section 90. The Department of Commerce and Economic Opportunity Law of the Civil Administrative Code of Illinois is amended by changing Section 605-5 as follows:

(20 ILCS 605/605-5) (was 20 ILCS 605/46.1 in part)

Sec. 605-5. Definitions. As used in the Sections following this Section:

"Department" means the Department of Commerce and Economic Opportunity. On or after the effective date of this amendatory Act of the 98th General Assembly, "Department" shall be construed to mean the Illinois Economic Development Authority created by the Illinois Business and Economic Advocacy and Development Act of 2013.

"Director" means the Director of Commerce and Economic Opportunity. On or after the effective date of this amendatory Act of the 98th General Assembly, "Director" shall be construed to mean the Executive Director of the Illinois Economic Development Authority created by the Illinois Business and Economic Advocacy and Development Act of 2013.

"Local government" means every county, municipality, township, school district, and other local political subdivision having authority to enact laws and ordinances, to administer laws and ordinances, to raise taxes, or to expend funds.

(Source: P.A. 93-25, eff. 6-20-03.)

(20 ILCS 5/5-120 rep.)

(20 ILCS 5/5-330 rep.)

Section 105. The Civil Administrative Code of Illinois is amended by repealing Sections 5-120 and 5-330.

Section 999. Effective date. This Act takes effect upon becoming law.".