Full Text of HB3394 101st General Assembly
HB3394enr 101ST GENERAL ASSEMBLY |
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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 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
| 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.
| 22 | | (805 ILCS 5/14.05) (from Ch. 32, par. 14.05)
| 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:
| 11 | | (a) The name of the corporation.
| 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.
| 15 | | (c) The address, including street and number, or rural | 16 | | route number, of
its principal office.
| 17 | | (d) The names and respective addresses, including | 18 | | street and
number, or rural route number, of its directors | 19 | | and officers.
| 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.
| 23 | | (f) A statement of the aggregate number of issued | 24 | | shares, itemized by
classes, and series, if any, within a | 25 | | class.
| 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.
| 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
| 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
| 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
| 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,
| 12 | | the franchise tax provided for in this Act shall be | 13 | | computed on the basis of
the entire paid-in capital.
| 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.
| 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.
| 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
| 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
| 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.
| 24 | | (Source: P.A. 100-391, eff. 8-25-17; 100-486, eff. 1-1-18; | 25 | | 100-863, eff. 8-14-18.)
| 26 | | Section 99. Effective date. This Act takes effect upon |
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| 1 | | becoming law.
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