Text of IL SB 3508 (2020)

101ST GENERAL ASSEMBLY State of Illinois 2019 and 2020 SB3508 Introduced 2/13/2020, by Sen. Celina Villanueva SYNOPSIS AS INTRODUCED: 805 ILCS 5/8.13 new Amends the Business Corporation Act of 1983. Provides that by December 31, 2021, a publicly held domestic corporation or foreign corporation whose principal executive office is located in Illinois to have a specified minimum number of female directors. Contains provisions regarding reports, fines, and other matters. Provides for regulation by the Secretary of State. Effective immediately. LRB101 20680 JLS 70344 b FISCAL NOTE ACT MAY APPLY A BILL FOR SB3508LRB101 20680 JLS 70344 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 8.13 as follows: 6 (805 ILCS 5/8.13 new) 7 Sec. 8.13. Female directors required. 8 (a) No later than December 31, 2021, a publicly held 9domestic corporation or foreign corporation whose principal 10executive offices, according to the corporation's SEC 10-K 11form, are located in Illinois shall have a minimum of one 12female director on its board. A corporation may increase the 13number of directors on its board to comply with this Section. 14 (b) No later than the close of the 2023 calendar year, a 15publicly held domestic corporation or foreign corporation 16whose principal executive offices, according to the 17corporation's SEC 10-K form, are located in Illinois shall 18comply with the following: 19 (1) If its number of directors is 6 or more, the 20 corporation shall have a minimum of 3 female directors. 21 (2) If its number of directors is 5, the corporation 22 shall have a minimum of 2 female directors. 23 (3) If its number of directors is 4 or fewer, the SB3508- 2 -LRB101 20680 JLS 70344 b 1 corporation shall have a minimum of one female director. 2 (c) No later than July 1, 2022, and annually thereafter the 3Secretary of State shall publish a report on its Internet 4website documenting the number of domestic corporations and 5foreign corporations whose principal executive offices, 6according to the corporation's SEC 10-K form, are located in 7Illinois and who have at least one female director. 8 (d)(1) The Secretary of State may adopt rules to implement 9this Section. The Secretary of State may impose civil penalties 10for violations of this Section as follows: 11 (A) For failure to timely file board member information 12 with the Secretary of State pursuant to a rule adopted 13 pursuant to this subparagraph, the amount of $100,000. 14 (B) For a first violation of this Section, the amount 15 of $100,000. 16 (C) For a second or subsequent violation, the amount of 17 $300,000. 18 (2) For the purposes of this subsection, each director seat 19required by this Section to be held by a female, which is not 20held by a female during at least a portion of a calendar year, 21shall count as a violation. 22 (3) For purposes of this subsection, a female director 23having held a seat for at least a portion of the year shall not 24be a violation. 25 (4) Penalties collected pursuant to this Section shall be 26available, upon appropriation, for use by the Secretary of SB3508- 3 -LRB101 20680 JLS 70344 b 1State to offset the cost of administering this Section. 2 (e) This Section applies to a foreign corporation that is a 3publicly held corporation to the exclusion of the law of the 4jurisdiction in which the foreign corporation is incorporated. 5 (f) As used in this Section: 6 (1) "Female" means an individual who self-identifies 7 her gender as a woman, without regard to the individual's 8 designated sex at birth. 9 (2) "Publicly held corporation" means a corporation 10 with outstanding shares listed on a major United States 11 stock exchange. 12 Section 99. Effective date. This Act takes effect upon 13becoming law.