Bill Text: TX SB2118 | 2021-2022 | 87th Legislature | Introduced
Bill Title: Relating to ensuring compliance with federal civil-rights laws by corporations doing business in Texas, and prohibiting discrimination in the selection of a corporation's board members.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Introduced - Dead) 2021-04-01 - Referred to State Affairs [SB2118 Detail]
Download: Texas-2021-SB2118-Introduced.html
By: Hughes | S.B. No. 2118 | |
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relating to ensuring compliance with federal civil-rights laws by | ||
corporations doing business in Texas, and prohibiting | ||
discrimination in the selection of a corporation's board members. | ||
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: | ||
SECTION 1. Chapter 21, Business Organizations Code, is | ||
amended by adding Subchapter U to read as follows: | ||
SUBCHAPTER U. PROHIBITED DISCRIMINATORY PRACTICES | ||
Sec. 21.981. APPLICABILITY. This subchapter applies to: | ||
(1) a corporation that: | ||
(A) formed under the laws of this state; or | ||
(B) conducts business in this state; and | ||
Sec. 27.982. COMPLIANCE WITH FEDERAL CIVIL-RIGHTS | ||
STATUTES. (a) No corporation described by Section 21.981, and no | ||
director, officer, shareholder, employee, or agent of that | ||
corporation, may ask, encourage, or induce any of that | ||
corporation's suppliers, vendors, contractors, or firms that | ||
provide goods or services to that corporation to violate any | ||
federal civil-rights statute, including the Civil Rights Act of | ||
1866, as amended and codified at 42 U.S.C. § 1981, and Title VII of | ||
the Civil Rights Act of 1964, as amended and codified at 42 U.S.C. § | ||
2000e et seq. | ||
Sec. 27.983. DISCRIMINATION IN THE SELECTION OF A | ||
CORPORATION'S BOARD MEMBERS. (a) No corporation described by | ||
Section 21.981, and no director, officer, shareholder, employee, or | ||
agent of that corporation, may establish or enforce any quota or | ||
set-aside in the selection of board members that depends in any way | ||
upon an individual's race, sex, religion, sexual orientation or | ||
sexual practices, or gender identity or gender-nonconforming | ||
behavior. | ||
(b) No corporation described by Section 21.981, and no | ||
director, officer, shareholder, employee, or agent of that | ||
corporation, may discriminate against or give preferential | ||
treatment to any individual on account of race or sex when selecting | ||
the board members of that corporation. | ||
Sec. 27.984. PUBLIC ENFORCEMENT PROHIBITED. (a) An | ||
executive officer, administrative officer, or public employee of a | ||
state or local governmental entity in this state may not enforce | ||
this subchapter in the capacity of a public officer or employee | ||
through any means of public enforcement. | ||
(b) This section does not limit or affect the availability | ||
of a private enforcement action under Section 21.985. | ||
Sec. 21.985. PRIVATE ENFORCEMENT. (a) Any person, other | ||
than an officer or employee of a state or local governmental entity | ||
in this state, may bring a civil action against a corporation or | ||
individual that violates Sections 21.982 or 21.983. | ||
(b) On finding that a defendant has violated Section 21.982, | ||
the court shall award: | ||
(1) declaratory relief; | ||
(2) injunctive relief; | ||
(3) statutory damages in an amount not less than 25 | ||
percent of the total amount paid by the corporation to the supplier, | ||
vendor, contractor, or firm that was asked, encouraged, or induced | ||
to violate the federal civil-rights statutes; | ||
(4) punitive damages of not less than one million | ||
dollars ($1,000,000.00); | ||
(5) costs and attorneys' fees. | ||
(c) On finding that a defendant has violated Section 21.983, | ||
the court shall award: | ||
(1) injunctive relief; | ||
(2) statutory damages of not less than one million | ||
dollars ($1,000,000.00); and | ||
(3) Costs and attorneys' fees. | ||
(d) Notwithstanding Subsections (b) and (c), a court may not | ||
award relief under this section in response to a violation of | ||
Section 21.982 or Section 21.983 if the defendant demonstrates that | ||
the defendant previously paid statutory damages in a previous | ||
action for that particular violation. | ||
(e) Notwithstanding Chapter 16, Civil Practice and Remedies | ||
Code, a person may bring an action under this section not later than | ||
the sixth anniversary of the date the cause of action accrues. | ||
(f) The following are not defenses to liability in an action | ||
brought under this section: | ||
(1) ignorance or mistake of law; | ||
(2) the business judgment rule; | ||
(3) a defendant's belief that the requirements of this | ||
chapter are unconstitutional or were unconstitutional; | ||
(4) a defendant's reliance on any court decision that | ||
has been overruled on appeal or by a subsequent court, even if that | ||
court decision had not been overruled when the defendant engaged in | ||
conduct that violates this chapter; | ||
(5) a defendant's reliance on any state or federal | ||
court decision that is not binding on the court in which the action | ||
has been brought; | ||
(6) nonmutual issue preclusion or nonmutual claim | ||
preclusion; | ||
(7) the need to comply with another state's law; or | ||
(8) the need to comply with the requirements of being | ||
listed on a stock exchange. | ||
(g) Notwithstanding any other provision of law, no court may | ||
award costs or attorney's fees under Rule 91a of the Texas Rules of | ||
Civil Procedure, or under any other rule adopted by the supreme | ||
court under Section 22.004(g), Government Code, to any defendant | ||
sued under this section. | ||
Sec. 21.986. SOVEREIGN AND OFFICIAL IMMUNITY PRESERVED. | ||
This subchapter does not waive: | ||
(1) the state's sovereign immunity from liability; or | ||
(2) an officer or employee of this state's official | ||
immunity from liability. | ||
Sec. 21.987. SEVERABILITY. (a) Mindful of Leavitt v. Jane | ||
L., 518 U.S. 137 (1996), in which in the context of determining the | ||
severability of a state statute the United States Supreme Court | ||
held that an explicit statement of legislative intent is | ||
controlling, it is the intent of the Legislature that every | ||
provision, section, subsection, sentence, clause, phrase, or word | ||
in this subchapter, and every application of the provisions in this | ||
subchapter, are severable from each other. If any application of | ||
any provision in this subchapter to any person, group of persons, or | ||
circumstances is found by a court to be invalid or | ||
unconstitutional, then the remaining applications of that | ||
provision to all other persons and circumstances shall be severed | ||
and may not be affected. All constitutionally valid applications | ||
of this subchapter shall be severed from any applications that a | ||
court finds to be invalid, leaving the valid applications in force, | ||
because it is the Legislature's intent and priority that the valid | ||
applications be allowed to stand alone. Even if a reviewing court | ||
finds a provision of this subchapter to violate the Constitution in | ||
a large or substantial fraction of relevant cases, the applications | ||
that do not present an undue burden shall be severed from the | ||
remaining provisions and shall remain in force, and shall be | ||
treated as if the Legislature had enacted a provision limited to the | ||
persons, group of persons, or circumstances for which the | ||
provision's application does not violate the Constitution. The | ||
Legislature further declares that it would have passed this | ||
subchapter, and each provision, section, subsection, sentence, | ||
clause, phrase, or word, and all constitutional applications of | ||
this subchapter, irrespective of the fact that any provision, | ||
section, subsection, sentence, clause, phrase, or word, or | ||
applications of this subchapter, were to be declared | ||
unconstitutional or invalid. | ||
(b) If any provision of this subchapter is found by any | ||
court to be unconstitutionally vague, then the applications of that | ||
provision that do not present constitutional vagueness problems | ||
shall be severed and remain in force, consistent with the | ||
declarations of the Legislatures intent in Subsection (a). | ||
(c) No court may decline to enforce the severability | ||
requirements in Subsections (a) or (b) on the ground that severance | ||
would rewrite the statute or involve the court in legislative or | ||
lawmaking activity. A court that declines to enforce or enjoins a | ||
state official from enforcing a subset of a statute's applications | ||
is never rewriting a statute, as the statute continues to say | ||
exactly what it said before. A judicial injunction or declaration | ||
of unconstitutionality is nothing more than a non-enforcement edict | ||
that can always be vacated by later courts if they have a different | ||
understanding of what the state or federal Constitution requires; | ||
it is not a formal amendment of the language in a statute. A | ||
judicial injunction or declaration of unconstitutionality no more | ||
rewrites a statute than a decision by the executive not to enforce a | ||
duly enacted statute in a limited and defined set of circumstances. | ||
(d) The legislature intends that the provisions of this | ||
subchapter apply to the maximum extent permitted by law. | ||
SECTION 2. This Act takes effect September 1, 2021. |