Bill Amendment: IL HB0989 | 2021-2022 | 102nd General Assembly

NOTE: For additional amemendments please see the Bill Drafting List

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Bill Title: BUSINESS-TECH

Status: 2022-04-11 - Rule 19(a) / Re-referred to Rules Committee [HB0989 Detail]

Download: Illinois-2021-HB0989-House_Amendment_001.html

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Rep. Eva Dina Delgado

Filed: 3/16/2022

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AMENDMENT TO HOUSE BILL 989
AMENDMENT NO. ______. Amend House Bill 989 by replacing
everything after the enacting clause with the following:
"Section 5. The Business Corporation Act of 1983 is
amended by changing Section 8.12 as follows:
(805 ILCS 5/8.12)
Sec. 8.12. Female, minority, and LGBTQ directors.
(a) Findings and purpose. The General Assembly finds that
women, minorities, and LGBTQ people are still largely
underrepresented nationally in positions of corporate
authority, such as serving as a director on a corporation's
board of directors. This low representation could be
contributing to the disparity seen in wages made by females
and minorities versus their white male counterparts. Increased
representation of these individuals as directors on boards of
directors for corporations may boost the Illinois economy,

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improve opportunities for women, minorities, and LGBTQ people
in the workplace, and foster an environment in Illinois where
the business community is representative of our residents.
Therefore, it is the intent of the General Assembly to gather
more data and study this issue within the State so that
effective policy changes may be implemented to eliminate this
disparity.
(b) As used in this Section:
"Annual report" means the report submitted annually to the
Secretary of State pursuant to this Act.
"Female" means a person who is a citizen or lawful
permanent resident of the United States and who
self-identifies as a woman, without regard to the individual's
designated sex at birth.
"Minority person" means a person who is a citizen or
lawful permanent resident of the United States and who is any
of the following races or ethnicities:
(1) American Indian or Alaska Native (a person having
origins in any of the original peoples of North and South
America, including Central America, and who maintains
tribal affiliation or community attachment).
(2) Asian (a person having origins in any of the
original peoples of the Far East, Southeast Asia, or the
Indian subcontinent, including, but not limited to,
Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,
the Philippine Islands, Thailand, and Vietnam).

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(3) Black or African American (a person having origins
in any of the black racial groups of Africa). Terms such as
"Haitian" or "Negro" can be used in addition to "Black" or
"African American".
(4) Hispanic or Latino (a person of Cuban, Mexican,
Puerto Rican, South or Central American, or other Spanish
culture or origin, regardless of race).
(5) Native Hawaiian or Other Pacific Islander (a
person having origins in any of the original peoples of
Hawaii, Guam, Samoa, or other Pacific Islands).
(6) "Publicly held domestic or foreign corporation"
means a corporation with outstanding shares listed on a
major United States stock exchange.
(c) Reporting to the Secretary of State. As soon as
practical after August 27, 2019 (the effective date of Public
Act 101-589) this amendatory Act of the 101st General
Assembly, but no later than January 1, 2021, the following
information shall be provided in a corporation's annual report
submitted to the Secretary of State under this Act and made
available by the Secretary of State to the public online as it
is received:
(1) Whether the corporation is a publicly held
domestic or foreign corporation with its principal
executive office located in Illinois.
(2) Where the corporation is a publicly held domestic
or foreign corporation with its principal executive office

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located in Illinois, data on specific qualifications,
skills, and experience that the corporation considers for
its board of directors, nominees for the board of
directors, and executive officers.
(3) Where the corporation is a publicly held domestic
or foreign corporation with its principal executive office
located in Illinois, the self-identified gender of each
member of its board of directors.
(4) Where the corporation is a publicly held domestic
or foreign corporation with its principal executive office
located in Illinois, whether each member of its board of
directors self-identifies as a minority person and, if so,
which race or ethnicity to which the member belongs.
(5) Where the corporation is a publicly held domestic
or foreign corporation with its principal executive office
located in Illinois, the self-identified sexual
orientation of each member of its board of directors.
(6) Where the corporation is a publicly held domestic
or foreign corporation with its principal executive office
located in Illinois, the self-identified gender identity
of each member of its board of directors.
(7) 7 Where the corporation is a publicly held
domestic or foreign corporation with its principal
executive office located in Illinois, a description of the
corporation's process for identifying and evaluating
nominees for the board of directors, including whether

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and, if so, how demographic diversity is considered.
(8) 8 Where the corporation is a publicly held
domestic or foreign corporation with its principal
executive office located in Illinois, a description of the
corporation's process for identifying and appointing
executive officers, including whether and, if so, how
demographic diversity is considered.
(9) 9 Where the corporation is a publicly held
domestic or foreign corporation with its principal
executive office located in Illinois, a description of the
corporation's policies and practices for promoting
diversity, equity, and inclusion among its board of
directors and executive officers.
Information reported under this subsection shall be
updated in each annual report filed with the Secretary of
State thereafter.
(c-5) Penalties for failure to comply with reporting
requirements. The Secretary of State shall impose fines for
failure to comply with the timely submission of the report as
required by subsection (c) as follows:
(1) For a first time failure to timely file the report
as required by subsection (c), the corporation shall be
fined $100,000.
(2) For a second or subsequent failure to timely file
the report as required by subsection (c), the corporation
shall be fined an initial amount of $200,000, with

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additional late filing fees in the amount of $50,000
accruing monthly until the report is filed.
Fines and fees collected under this subsection shall be
available, upon appropriation by the General Assembly, for use
to offset the cost of implementing this Section and for the
training and placement of female and minority candidates to
corporate boards.
(d) Beginning no later than March 1, 2021, and every March
1 thereafter, the University of Illinois Systems shall review
the information reported and published under subsection (c)
and shall publish on its website a report that provides
aggregate data on the demographic characteristics of the
boards of directors and executive officers of corporations
filing an annual report for the preceding year along with an
individualized rating for each corporation. The report shall
also identify strategies for promoting diversity and inclusion
among boards of directors and corporate executive officers.
(e) The University of Illinois System shall establish a
rating system assessing the representation of women,
minorities, and LGBTQ people on corporate boards of directors
of those corporations that are publicly held domestic or
foreign corporations with their principal executive office
located in Illinois based on the information gathered under
this Section. The rating system shall consider, among other
things: compliance with the demographic reporting obligations
in subsection (c); the corporation's policies and practices

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for encouraging diversity in recruitment, board membership,
and executive appointments; and the demographic diversity of
board seats and executive positions.
(Source: P.A. 101-589, eff. 8-27-19; 102-223, eff. 1-1-22;
revised 11-24-21.)
Section 99. Effective date. This Act takes effect January
1, 2023.".