CA
California Senate Bill SB1142

California 2019-2020 Regular Session

California Senate Bill SB1142 Compare Versions

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1-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.
1+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 introduced, 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 whose principal executive office is located in California to have a minimum of one female director or more depending on the number of sitting 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 publicly held domestic or foreign publicly held corporation 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. 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 publicly held domestic or foreign publicly held corporation 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 directors is six or more, the corporation shall have a minimum of three female directors.(2) If its number of sitting directors is five, the corporation shall have a minimum of two female directors.(3) If its number of sitting directors is four or fewer, the corporation shall have a minimum of one female director.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its Internet Web site 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 Web site 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 headquarters 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 traded. 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 director seat required by this section to be held by a female, which is not held by a female during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director having held a 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.
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3- 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
3+ 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 introduced, 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 whose principal executive office is located in California to have a minimum of one female director or more depending on the number of sitting 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
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5- Amended IN Senate April 06, 2020
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7-Amended IN Senate April 06, 2020
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99 CALIFORNIA LEGISLATURE 20192020 REGULAR SESSION
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1111 Senate Bill
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1313 No. 1142
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1515 Introduced by Senator JacksonFebruary 19, 2020
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1717 Introduced by Senator Jackson
1818 February 19, 2020
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2020 An act to amend Section 301.3 of the Corporations Code, relating to corporations.
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2222 LEGISLATIVE COUNSEL'S DIGEST
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2424 ## LEGISLATIVE COUNSEL'S DIGEST
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26-SB 1142, as amended, Jackson. Corporations: board of directors.
26+SB 1142, as introduced, Jackson. Corporations: board of directors.
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28-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.
28+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 whose principal executive office is located in California to have a minimum of one female director or more depending on the number of sitting 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.
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3030 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.
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32-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.
32+This bill, no later than the close of the 2021 calendar year, would require a domestic or foreign publicly held corporation whose principal executive office is located in California to have a minimum of one female director or more depending on the number of sitting 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.
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3434 ## Digest Key
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3636 ## Bill Text
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38-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.
38+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 publicly held domestic or foreign publicly held corporation 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. 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 publicly held domestic or foreign publicly held corporation 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 directors is six or more, the corporation shall have a minimum of three female directors.(2) If its number of sitting directors is five, the corporation shall have a minimum of two female directors.(3) If its number of sitting directors is four or fewer, the corporation shall have a minimum of one female director.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its Internet Web site 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 Web site 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 headquarters 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 traded. 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 director seat required by this section to be held by a female, which is not held by a female during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director having held a 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.
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4040 The people of the State of California do enact as follows:
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4242 ## The people of the State of California do enact as follows:
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44-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.
44+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 publicly held domestic or foreign publicly held corporation 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. 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 publicly held domestic or foreign publicly held corporation 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 directors is six or more, the corporation shall have a minimum of three female directors.(2) If its number of sitting directors is five, the corporation shall have a minimum of two female directors.(3) If its number of sitting directors is four or fewer, the corporation shall have a minimum of one female director.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its Internet Web site 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 Web site 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 headquarters 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 traded. 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 director seat required by this section to be held by a female, which is not held by a female during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director having held a 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.
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4646 SECTION 1. Section 301.3 of the Corporations Code is amended to read:
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4848 ### SECTION 1.
4949
50-301.3. (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.
50+301.3. (a) No later than the close of the 2019 calendar year, a publicly held domestic or foreign publicly held corporation 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. 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 publicly held domestic or foreign publicly held corporation 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 directors is six or more, the corporation shall have a minimum of three female directors.(2) If its number of sitting directors is five, the corporation shall have a minimum of two female directors.(3) If its number of sitting directors is four or fewer, the corporation shall have a minimum of one female director.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its Internet Web site 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 Web site 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 headquarters 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 traded. 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 director seat required by this section to be held by a female, which is not held by a female during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director having held a 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.
5151
52-301.3. (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.
52+301.3. (a) No later than the close of the 2019 calendar year, a publicly held domestic or foreign publicly held corporation 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. 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 publicly held domestic or foreign publicly held corporation 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 directors is six or more, the corporation shall have a minimum of three female directors.(2) If its number of sitting directors is five, the corporation shall have a minimum of two female directors.(3) If its number of sitting directors is four or fewer, the corporation shall have a minimum of one female director.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its Internet Web site 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 Web site 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 headquarters 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 traded. 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 director seat required by this section to be held by a female, which is not held by a female during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director having held a 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.
5353
54-301.3. (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.
54+301.3. (a) No later than the close of the 2019 calendar year, a publicly held domestic or foreign publicly held corporation 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. 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 publicly held domestic or foreign publicly held corporation 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 directors is six or more, the corporation shall have a minimum of three female directors.(2) If its number of sitting directors is five, the corporation shall have a minimum of two female directors.(3) If its number of sitting directors is four or fewer, the corporation shall have a minimum of one female director.(c) No later than July 1, 2019, the Secretary of State shall publish a report on its Internet Web site 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 Web site 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 headquarters 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 traded. 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 director seat required by this section to be held by a female, which is not held by a female during at least a portion of a calendar year, shall count as a violation.(3) For purposes of this subdivision, a female director having held a 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.
5555
5656
5757
58-301.3. (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.
58+301.3. (a) No later than the close of the 2019 calendar year, a publicly held domestic or foreign publicly held corporation 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. A corporation may increase the number of directors on its board to comply with this section.
5959
60-(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:
60+(b) No later than the close of the 2021 calendar year, a publicly held domestic or foreign publicly held corporation whose principal executive offices, according to the corporations SEC 10-K form, are located in California shall comply with the following:
6161
62-(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.
62+(1) If its number of sitting directors is six or more, the corporation shall have a minimum of three female directors.
6363
64-(2) If its number of sitting authorized directors is five, the corporation shall have a minimum of two female directors. directors in office.
64+(2) If its number of sitting directors is five, the corporation shall have a minimum of two female directors.
6565
66-(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.
66+(3) If its number of sitting directors is four or fewer, the corporation shall have a minimum of one female director.
6767
68-(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.
68+(c) No later than July 1, 2019, the Secretary of State shall publish a report on its Internet Web site 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.
6969
70-(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:
70+(d) No later than March 1, 2020, and annually thereafter, the Secretary of State shall publish a report on its Internet Web site internet website regarding, at a minimum, all of the following:
7171
7272 (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.
7373
74-(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.
74+(2) The number of publicly held corporations subject to this section listed on the preceding public report that moved their United States headquarters principal executive offices to California from another state or out of California into another state during the preceding calendar year.
7575
76-(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.
76+(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 traded. held.
7777
7878 (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:
7979
8080 (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).
8181
8282 (B) For a first violation, the amount of one hundred thousand dollars ($100,000).
8383
8484 (C) For a second or subsequent violation, the amount of three hundred thousand dollars ($300,000).
8585
86-(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.
86+(2) For the purposes of this subdivision, each director seat required by this section to be held by a female, which is not held by a female during at least a portion of a calendar year, shall count as a violation.
8787
88-(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.
88+(3) For purposes of this subdivision, a female director having held a seat for at least a portion of the year shall not be a violation.
8989
9090 (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.
9191
9292 (f) For purposes of this section, the following definitions apply:
9393
9494 (1) Female means an individual who self-identifies her gender as a woman, without regard to the individuals designated sex at birth.
9595
9696 (2) Publicly held corporation means a corporation with outstanding shares listed on a major United States stock exchange.