Text of IL HB 2872 (2019)

101ST GENERAL ASSEMBLY State of Illinois 2019 and 2020 HB2872 Introduced , by Rep. Celina Villanueva SYNOPSIS AS INTRODUCED: 805 ILCS 5/8.12 new Amends the Business Corporation Act of 1983. Requires publicly held domestic or foreign corporation whose principal executive office is located in Illinois to have a minimum of one female director on its board of directors by December 31, 2020. Provides for an increase in the number of female directors beginning in 2022. Provides for regulation by the Secretary of State. Effective immediately. LRB101 07661 JLS 52709 b FISCAL NOTE ACT MAY APPLY A BILL FOR HB2872LRB101 07661 JLS 52709 b 1 AN ACT concerning business. 2 Be it enacted by the People of the State of Illinois, 3represented in the General Assembly: 4 Section 5. The Business Corporation Act of 1983 is amended 5by adding Section 8.12 as follows: 6 (805 ILCS 5/8.12 new) 7 Sec. 8.12. Female directors required. 8 (a) No later than December 31, 2020, a publicly held 9domestic or foreign corporation whose principal executive 10offices, according to the corporation's SEC 10-K form, are 11located in Illinois shall have a minimum of one female director 12on its board. A corporation may increase the number of 13directors on its board to comply with this Section. 14 (b) No later than the close of the 2022 calendar year, a 15publicly held domestic or foreign corporation whose principal 16executive offices, according to the corporation's SEC 10-K 17form, are located in Illinois shall comply with the following: 18 (1) If its number of directors is 6 or more, the 19 corporation shall have a minimum of 3 female directors. 20 (2) If its number of directors is 5, the corporation 21 shall have a minimum of 2 female directors. 22 (3) If its number of directors is 4 or fewer, the 23 corporation shall have a minimum of one female director. HB2872- 2 -LRB101 07661 JLS 52709 b 1 (c) No later than July 1, 2020, the Secretary of State 2shall publish a report on its Internet Web site documenting the 3number of domestic and foreign corporations whose principal 4executive offices, according to the corporation's SEC 10-K 5form, are located in Illinois and who have at least one female 6director. 7 (d) No later than March 1, 2022, and annually thereafter, 8the Secretary of State shall publish a report on its Internet 9Web site regarding, at a minimum, all of the following: 10 (1) The number of corporations subject to this Section 11 that were in compliance with the requirements of this 12 Section during at least one point during the preceding 13 calendar year. 14 (2) The number of publicly held corporations that moved 15 their United States headquarters to Illinois from another 16 state or out of Illinois into another state during the 17 preceding calendar year. 18 (3) The number of publicly held corporations that were 19 subject to this Section during the preceding year, but are 20 no longer publicly traded. 21 (e) (1) The Secretary of State may adopt rules to implement 22this Section. The Secretary of State may impose fines for 23violations of this Section as follows: 24 (A) For failure to timely file board member 25 information with the Secretary of State pursuant to a 26 rule adopted pursuant to this subparagraph, the amount HB2872- 3 -LRB101 07661 JLS 52709 b 1 of $100,000. 2 (B) For a first violation of this Section, the 3 amount of $100,000. 4 (C) For a second or subsequent violation, the 5 amount of $300,000. 6 (2) For the purposes of this subsection, each director 7 seat required by this Section to be held by a female, which 8 is not held by a female during at least a portion of a 9 calendar year, shall count as a violation. 10 (3) For purposes of this subsection, a female director 11 having held a seat for at least a portion of the year shall 12 not be a violation. 13 (4) Fines collected pursuant to this Section shall be 14 available, upon appropriation for use by the Secretary of 15 State to offset the cost of administering this Section. 16 (f) This Section applies to a foreign corporation that is a 17publicly held corporation to the exclusion of the law of the 18jurisdiction in which the foreign corporation is incorporated. 19 (g) As used in this Section: 20 (1) "Female" means an individual who self-identifies 21 her gender as a woman, without regard to the individual's 22 designated sex at birth. 23 (2) "Publicly held corporation" means a corporation 24 with outstanding shares listed on a major United States 25 stock exchange. 26 Section 99. Effective date. This Act takes effect upon HB2872- 4 -LRB101 07661 JLS 52709 b 1becoming law.