Amended IN Senate April 06, 2020 CALIFORNIA LEGISLATURE 20192020 REGULAR SESSION Senate Bill No. 1142Introduced by Senator JacksonFebruary 19, 2020 An act to amend Section 301.3 of the Corporations Code, relating to corporations. LEGISLATIVE COUNSEL'S DIGESTSB 1142, as amended, Jackson. Corporations: board of directors.Existing law, no later than the close of the 2021 calendar year, requires a domestic general corporation or foreign corporation whose principal executive office is located in California that is a publicly held corporation, defined as a corporation with outstanding shares listed on a major United States stock exchange, to have a minimum of one female director or more depending on the number of directors that the corporation has. Existing law requires, on or before specified dates, the Secretary of State to publish various reports on its internet website documenting, among other things, the number of corporations in compliance with these provisions. Existing law authorizes the Secretary of State to impose fines for violations of these provisions, as specified, and requires the moneys from these fines to be available, upon appropriation, to offset the cost of administering these requirements.This bill, no later than the close of the 2021 calendar year, would require a domestic or foreign publicly held corporation corporation, whether foreign or domestic whose principal executive office is located in California to have a minimum of one female director or more in office depending on the number of sitting authorized directors the corporation has. The bill would make other revisions with respect to the information required on the annual reports published by the Secretary of State.Digest Key Vote: MAJORITY Appropriation: NO Fiscal Committee: YES Local Program: NO Bill TextThe people of the State of California do enact as follows:SECTION 1. Section 301.3 of the Corporations Code is amended to read:301.3. (a) No later than the close of the 2019 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall have a minimum of one female director on its board. in office. A corporation may increase the number of directors on its board to comply with this section.(b) No later than the close of the 2021 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall comply with the following:(1) If its number of sitting authorized directors is six or more, the corporation shall have a minimum of three female directors. directors in office.(2) If its number of sitting authorized directors is five, the corporation shall have a minimum of two female directors. directors in office.(3) If its number of sitting authorized directors is four or fewer, the corporation shall have a minimum of one female director. director in office.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its internet website documenting the number of domestic and foreign corporations whose principal executive offices, according to the corporations SEC 10-K form, are located in California and who have at least one female director.(d) No later than March 1, 2020, and annually thereafter, the Secretary of State shall publish a report on its internet website regarding, at a minimum, all of the following:(1) The number of publicly held corporations subject to this section that were in compliance with the requirements of this section during at least one point during the preceding calendar year.(2) The number of publicly held corporations subject to this section listed on the preceding public report that moved their United States principal executive offices to California from another state or out of California into another state during the preceding calendar year.(3) The number of publicly held corporations listed on the preceding public report that were subject to this section during the preceding year, but are no longer publicly held.(e) (1) The Secretary of State may adopt regulations to implement this section. The Secretary of State may impose fines for violations of this section as follows:(A) For failure to timely file board member information with the Secretary of State pursuant to a regulation adopted pursuant to this paragraph, the amount of one hundred thousand dollars ($100,000).(B) For a first violation, the amount of one hundred thousand dollars ($100,000).(C) For a second or subsequent violation, the amount of three hundred thousand dollars ($300,000).(2) For the purposes of this subdivision, each authorized director seat required by this section to be held by a female, female director in office, which is not held by a female director in office during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director in office having held a an authorized director seat for at least a portion of the year shall not be a violation.(4) Fines collected pursuant to this section shall be available, upon appropriation by the Legislature, for use by the Secretary of State to offset the cost of administering this section.(f) For purposes of this section, the following definitions apply:(1) Female means an individual who self-identifies her gender as a woman, without regard to the individuals designated sex at birth.(2) Publicly held corporation means a corporation with outstanding shares listed on a major United States stock exchange.
Amended IN Senate April 06, 2020 CALIFORNIA LEGISLATURE 20192020 REGULAR SESSION Senate Bill No. 1142Introduced by Senator JacksonFebruary 19, 2020 An act to amend Section 301.3 of the Corporations Code, relating to corporations. LEGISLATIVE COUNSEL'S DIGESTSB 1142, as amended, Jackson. Corporations: board of directors.Existing law, no later than the close of the 2021 calendar year, requires a domestic general corporation or foreign corporation whose principal executive office is located in California that is a publicly held corporation, defined as a corporation with outstanding shares listed on a major United States stock exchange, to have a minimum of one female director or more depending on the number of directors that the corporation has. Existing law requires, on or before specified dates, the Secretary of State to publish various reports on its internet website documenting, among other things, the number of corporations in compliance with these provisions. Existing law authorizes the Secretary of State to impose fines for violations of these provisions, as specified, and requires the moneys from these fines to be available, upon appropriation, to offset the cost of administering these requirements.This bill, no later than the close of the 2021 calendar year, would require a domestic or foreign publicly held corporation corporation, whether foreign or domestic whose principal executive office is located in California to have a minimum of one female director or more in office depending on the number of sitting authorized directors the corporation has. The bill would make other revisions with respect to the information required on the annual reports published by the Secretary of State.Digest Key Vote: MAJORITY Appropriation: NO Fiscal Committee: YES Local Program: NO
Amended IN Senate April 06, 2020
Amended IN Senate April 06, 2020
CALIFORNIA LEGISLATURE 20192020 REGULAR SESSION
Senate Bill
No. 1142
Introduced by Senator JacksonFebruary 19, 2020
Introduced by Senator Jackson
February 19, 2020
An act to amend Section 301.3 of the Corporations Code, relating to corporations.
LEGISLATIVE COUNSEL'S DIGEST
## LEGISLATIVE COUNSEL'S DIGEST
SB 1142, as amended, Jackson. Corporations: board of directors.
Existing law, no later than the close of the 2021 calendar year, requires a domestic general corporation or foreign corporation whose principal executive office is located in California that is a publicly held corporation, defined as a corporation with outstanding shares listed on a major United States stock exchange, to have a minimum of one female director or more depending on the number of directors that the corporation has. Existing law requires, on or before specified dates, the Secretary of State to publish various reports on its internet website documenting, among other things, the number of corporations in compliance with these provisions. Existing law authorizes the Secretary of State to impose fines for violations of these provisions, as specified, and requires the moneys from these fines to be available, upon appropriation, to offset the cost of administering these requirements.This bill, no later than the close of the 2021 calendar year, would require a domestic or foreign publicly held corporation corporation, whether foreign or domestic whose principal executive office is located in California to have a minimum of one female director or more in office depending on the number of sitting authorized directors the corporation has. The bill would make other revisions with respect to the information required on the annual reports published by the Secretary of State.
Existing law, no later than the close of the 2021 calendar year, requires a domestic general corporation or foreign corporation whose principal executive office is located in California that is a publicly held corporation, defined as a corporation with outstanding shares listed on a major United States stock exchange, to have a minimum of one female director or more depending on the number of directors that the corporation has. Existing law requires, on or before specified dates, the Secretary of State to publish various reports on its internet website documenting, among other things, the number of corporations in compliance with these provisions. Existing law authorizes the Secretary of State to impose fines for violations of these provisions, as specified, and requires the moneys from these fines to be available, upon appropriation, to offset the cost of administering these requirements.
This bill, no later than the close of the 2021 calendar year, would require a domestic or foreign publicly held corporation corporation, whether foreign or domestic whose principal executive office is located in California to have a minimum of one female director or more in office depending on the number of sitting authorized directors the corporation has. The bill would make other revisions with respect to the information required on the annual reports published by the Secretary of State.
## Digest Key
## Bill Text
The people of the State of California do enact as follows:SECTION 1. Section 301.3 of the Corporations Code is amended to read:301.3. (a) No later than the close of the 2019 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall have a minimum of one female director on its board. in office. A corporation may increase the number of directors on its board to comply with this section.(b) No later than the close of the 2021 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall comply with the following:(1) If its number of sitting authorized directors is six or more, the corporation shall have a minimum of three female directors. directors in office.(2) If its number of sitting authorized directors is five, the corporation shall have a minimum of two female directors. directors in office.(3) If its number of sitting authorized directors is four or fewer, the corporation shall have a minimum of one female director. director in office.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its internet website documenting the number of domestic and foreign corporations whose principal executive offices, according to the corporations SEC 10-K form, are located in California and who have at least one female director.(d) No later than March 1, 2020, and annually thereafter, the Secretary of State shall publish a report on its internet website regarding, at a minimum, all of the following:(1) The number of publicly held corporations subject to this section that were in compliance with the requirements of this section during at least one point during the preceding calendar year.(2) The number of publicly held corporations subject to this section listed on the preceding public report that moved their United States principal executive offices to California from another state or out of California into another state during the preceding calendar year.(3) The number of publicly held corporations listed on the preceding public report that were subject to this section during the preceding year, but are no longer publicly held.(e) (1) The Secretary of State may adopt regulations to implement this section. The Secretary of State may impose fines for violations of this section as follows:(A) For failure to timely file board member information with the Secretary of State pursuant to a regulation adopted pursuant to this paragraph, the amount of one hundred thousand dollars ($100,000).(B) For a first violation, the amount of one hundred thousand dollars ($100,000).(C) For a second or subsequent violation, the amount of three hundred thousand dollars ($300,000).(2) For the purposes of this subdivision, each authorized director seat required by this section to be held by a female, female director in office, which is not held by a female director in office during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director in office having held a an authorized director seat for at least a portion of the year shall not be a violation.(4) Fines collected pursuant to this section shall be available, upon appropriation by the Legislature, for use by the Secretary of State to offset the cost of administering this section.(f) For purposes of this section, the following definitions apply:(1) Female means an individual who self-identifies her gender as a woman, without regard to the individuals designated sex at birth.(2) Publicly held corporation means a corporation with outstanding shares listed on a major United States stock exchange.
The people of the State of California do enact as follows:
## The people of the State of California do enact as follows:
SECTION 1. Section 301.3 of the Corporations Code is amended to read:301.3. (a) No later than the close of the 2019 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall have a minimum of one female director on its board. in office. A corporation may increase the number of directors on its board to comply with this section.(b) No later than the close of the 2021 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall comply with the following:(1) If its number of sitting authorized directors is six or more, the corporation shall have a minimum of three female directors. directors in office.(2) If its number of sitting authorized directors is five, the corporation shall have a minimum of two female directors. directors in office.(3) If its number of sitting authorized directors is four or fewer, the corporation shall have a minimum of one female director. director in office.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its internet website documenting the number of domestic and foreign corporations whose principal executive offices, according to the corporations SEC 10-K form, are located in California and who have at least one female director.(d) No later than March 1, 2020, and annually thereafter, the Secretary of State shall publish a report on its internet website regarding, at a minimum, all of the following:(1) The number of publicly held corporations subject to this section that were in compliance with the requirements of this section during at least one point during the preceding calendar year.(2) The number of publicly held corporations subject to this section listed on the preceding public report that moved their United States principal executive offices to California from another state or out of California into another state during the preceding calendar year.(3) The number of publicly held corporations listed on the preceding public report that were subject to this section during the preceding year, but are no longer publicly held.(e) (1) The Secretary of State may adopt regulations to implement this section. The Secretary of State may impose fines for violations of this section as follows:(A) For failure to timely file board member information with the Secretary of State pursuant to a regulation adopted pursuant to this paragraph, the amount of one hundred thousand dollars ($100,000).(B) For a first violation, the amount of one hundred thousand dollars ($100,000).(C) For a second or subsequent violation, the amount of three hundred thousand dollars ($300,000).(2) For the purposes of this subdivision, each authorized director seat required by this section to be held by a female, female director in office, which is not held by a female director in office during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director in office having held a an authorized director seat for at least a portion of the year shall not be a violation.(4) Fines collected pursuant to this section shall be available, upon appropriation by the Legislature, for use by the Secretary of State to offset the cost of administering this section.(f) For purposes of this section, the following definitions apply:(1) Female means an individual who self-identifies her gender as a woman, without regard to the individuals designated sex at birth.(2) Publicly held corporation means a corporation with outstanding shares listed on a major United States stock exchange.
SECTION 1. Section 301.3 of the Corporations Code is amended to read:
### SECTION 1.
301.3. (a) No later than the close of the 2019 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall have a minimum of one female director on its board. in office. A corporation may increase the number of directors on its board to comply with this section.(b) No later than the close of the 2021 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall comply with the following:(1) If its number of sitting authorized directors is six or more, the corporation shall have a minimum of three female directors. directors in office.(2) If its number of sitting authorized directors is five, the corporation shall have a minimum of two female directors. directors in office.(3) If its number of sitting authorized directors is four or fewer, the corporation shall have a minimum of one female director. director in office.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its internet website documenting the number of domestic and foreign corporations whose principal executive offices, according to the corporations SEC 10-K form, are located in California and who have at least one female director.(d) No later than March 1, 2020, and annually thereafter, the Secretary of State shall publish a report on its internet website regarding, at a minimum, all of the following:(1) The number of publicly held corporations subject to this section that were in compliance with the requirements of this section during at least one point during the preceding calendar year.(2) The number of publicly held corporations subject to this section listed on the preceding public report that moved their United States principal executive offices to California from another state or out of California into another state during the preceding calendar year.(3) The number of publicly held corporations listed on the preceding public report that were subject to this section during the preceding year, but are no longer publicly held.(e) (1) The Secretary of State may adopt regulations to implement this section. The Secretary of State may impose fines for violations of this section as follows:(A) For failure to timely file board member information with the Secretary of State pursuant to a regulation adopted pursuant to this paragraph, the amount of one hundred thousand dollars ($100,000).(B) For a first violation, the amount of one hundred thousand dollars ($100,000).(C) For a second or subsequent violation, the amount of three hundred thousand dollars ($300,000).(2) For the purposes of this subdivision, each authorized director seat required by this section to be held by a female, female director in office, which is not held by a female director in office during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director in office having held a an authorized director seat for at least a portion of the year shall not be a violation.(4) Fines collected pursuant to this section shall be available, upon appropriation by the Legislature, for use by the Secretary of State to offset the cost of administering this section.(f) For purposes of this section, the following definitions apply:(1) Female means an individual who self-identifies her gender as a woman, without regard to the individuals designated sex at birth.(2) Publicly held corporation means a corporation with outstanding shares listed on a major United States stock exchange.
301.3. (a) No later than the close of the 2019 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall have a minimum of one female director on its board. in office. A corporation may increase the number of directors on its board to comply with this section.(b) No later than the close of the 2021 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall comply with the following:(1) If its number of sitting authorized directors is six or more, the corporation shall have a minimum of three female directors. directors in office.(2) If its number of sitting authorized directors is five, the corporation shall have a minimum of two female directors. directors in office.(3) If its number of sitting authorized directors is four or fewer, the corporation shall have a minimum of one female director. director in office.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its internet website documenting the number of domestic and foreign corporations whose principal executive offices, according to the corporations SEC 10-K form, are located in California and who have at least one female director.(d) No later than March 1, 2020, and annually thereafter, the Secretary of State shall publish a report on its internet website regarding, at a minimum, all of the following:(1) The number of publicly held corporations subject to this section that were in compliance with the requirements of this section during at least one point during the preceding calendar year.(2) The number of publicly held corporations subject to this section listed on the preceding public report that moved their United States principal executive offices to California from another state or out of California into another state during the preceding calendar year.(3) The number of publicly held corporations listed on the preceding public report that were subject to this section during the preceding year, but are no longer publicly held.(e) (1) The Secretary of State may adopt regulations to implement this section. The Secretary of State may impose fines for violations of this section as follows:(A) For failure to timely file board member information with the Secretary of State pursuant to a regulation adopted pursuant to this paragraph, the amount of one hundred thousand dollars ($100,000).(B) For a first violation, the amount of one hundred thousand dollars ($100,000).(C) For a second or subsequent violation, the amount of three hundred thousand dollars ($300,000).(2) For the purposes of this subdivision, each authorized director seat required by this section to be held by a female, female director in office, which is not held by a female director in office during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director in office having held a an authorized director seat for at least a portion of the year shall not be a violation.(4) Fines collected pursuant to this section shall be available, upon appropriation by the Legislature, for use by the Secretary of State to offset the cost of administering this section.(f) For purposes of this section, the following definitions apply:(1) Female means an individual who self-identifies her gender as a woman, without regard to the individuals designated sex at birth.(2) Publicly held corporation means a corporation with outstanding shares listed on a major United States stock exchange.
301.3. (a) No later than the close of the 2019 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall have a minimum of one female director on its board. in office. A corporation may increase the number of directors on its board to comply with this section.(b) No later than the close of the 2021 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall comply with the following:(1) If its number of sitting authorized directors is six or more, the corporation shall have a minimum of three female directors. directors in office.(2) If its number of sitting authorized directors is five, the corporation shall have a minimum of two female directors. directors in office.(3) If its number of sitting authorized directors is four or fewer, the corporation shall have a minimum of one female director. director in office.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its internet website documenting the number of domestic and foreign corporations whose principal executive offices, according to the corporations SEC 10-K form, are located in California and who have at least one female director.(d) No later than March 1, 2020, and annually thereafter, the Secretary of State shall publish a report on its internet website regarding, at a minimum, all of the following:(1) The number of publicly held corporations subject to this section that were in compliance with the requirements of this section during at least one point during the preceding calendar year.(2) The number of publicly held corporations subject to this section listed on the preceding public report that moved their United States principal executive offices to California from another state or out of California into another state during the preceding calendar year.(3) The number of publicly held corporations listed on the preceding public report that were subject to this section during the preceding year, but are no longer publicly held.(e) (1) The Secretary of State may adopt regulations to implement this section. The Secretary of State may impose fines for violations of this section as follows:(A) For failure to timely file board member information with the Secretary of State pursuant to a regulation adopted pursuant to this paragraph, the amount of one hundred thousand dollars ($100,000).(B) For a first violation, the amount of one hundred thousand dollars ($100,000).(C) For a second or subsequent violation, the amount of three hundred thousand dollars ($300,000).(2) For the purposes of this subdivision, each authorized director seat required by this section to be held by a female, female director in office, which is not held by a female director in office during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director in office having held a an authorized director seat for at least a portion of the year shall not be a violation.(4) Fines collected pursuant to this section shall be available, upon appropriation by the Legislature, for use by the Secretary of State to offset the cost of administering this section.(f) For purposes of this section, the following definitions apply:(1) Female means an individual who self-identifies her gender as a woman, without regard to the individuals designated sex at birth.(2) Publicly held corporation means a corporation with outstanding shares listed on a major United States stock exchange.
301.3. (a) No later than the close of the 2019 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall have a minimum of one female director on its board. in office. A corporation may increase the number of directors on its board to comply with this section.
(b) No later than the close of the 2021 calendar year, a domestic or foreign publicly held corporation corporation, whether domestic or foreign, whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall comply with the following:
(1) If its number of sitting authorized directors is six or more, the corporation shall have a minimum of three female directors. directors in office.
(2) If its number of sitting authorized directors is five, the corporation shall have a minimum of two female directors. directors in office.
(3) If its number of sitting authorized directors is four or fewer, the corporation shall have a minimum of one female director. director in office.
(c) No later than July 1, 2019, the Secretary of State shall publish a report on its internet website documenting the number of domestic and foreign corporations whose principal executive offices, according to the corporations SEC 10-K form, are located in California and who have at least one female director.
(d) No later than March 1, 2020, and annually thereafter, the Secretary of State shall publish a report on its internet website regarding, at a minimum, all of the following:
(1) The number of publicly held corporations subject to this section that were in compliance with the requirements of this section during at least one point during the preceding calendar year.
(2) The number of publicly held corporations subject to this section listed on the preceding public report that moved their United States principal executive offices to California from another state or out of California into another state during the preceding calendar year.
(3) The number of publicly held corporations listed on the preceding public report that were subject to this section during the preceding year, but are no longer publicly held.
(e) (1) The Secretary of State may adopt regulations to implement this section. The Secretary of State may impose fines for violations of this section as follows:
(A) For failure to timely file board member information with the Secretary of State pursuant to a regulation adopted pursuant to this paragraph, the amount of one hundred thousand dollars ($100,000).
(B) For a first violation, the amount of one hundred thousand dollars ($100,000).
(C) For a second or subsequent violation, the amount of three hundred thousand dollars ($300,000).
(2) For the purposes of this subdivision, each authorized director seat required by this section to be held by a female, female director in office, which is not held by a female director in office during at least a portion of a calendar year, shall count as a violation.
(3) For purposes of this subdivision, a female director in office having held a an authorized director seat for at least a portion of the year shall not be a violation.
(4) Fines collected pursuant to this section shall be available, upon appropriation by the Legislature, for use by the Secretary of State to offset the cost of administering this section.
(f) For purposes of this section, the following definitions apply:
(1) Female means an individual who self-identifies her gender as a woman, without regard to the individuals designated sex at birth.
(2) Publicly held corporation means a corporation with outstanding shares listed on a major United States stock exchange.