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106 | | - | 1 (4) Where the corporation is a publicly held domestic |
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107 | | - | 2 or foreign corporation with its principal executive office |
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108 | | - | 3 located in Illinois, whether each member of its board of |
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109 | | - | 4 directors self-identifies as a minority person and, if so, |
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110 | | - | 5 which race or ethnicity to which the member belongs. |
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111 | | - | 6 (5) Where the corporation is a publicly held domestic |
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112 | | - | 7 or foreign corporation with its principal executive office |
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113 | | - | 8 located in Illinois, the self-identified sexual |
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114 | | - | 9 orientation of each member of its board of directors. |
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115 | | - | 10 (6) Where the corporation is a publicly held domestic |
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116 | | - | 11 or foreign corporation with its principal executive office |
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117 | | - | 12 located in Illinois, the self-identified gender identity |
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118 | | - | 13 of each member of its board of directors. |
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119 | | - | 14 (7) Where the corporation is a publicly held domestic |
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120 | | - | 15 or foreign corporation with its principal executive office |
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121 | | - | 16 located in Illinois, a description of the corporation's |
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122 | | - | 17 process for identifying and evaluating nominees for the |
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123 | | - | 18 board of directors, including whether and, if so, how |
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124 | | - | 19 demographic diversity is considered. |
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125 | | - | 20 (8) Where the corporation is a publicly held domestic |
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126 | | - | 21 or foreign corporation with its principal executive office |
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127 | | - | 22 located in Illinois, a description of the corporation's |
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128 | | - | 23 process for identifying and appointing executive officers, |
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129 | | - | 24 including whether and, if so, how demographic diversity is |
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130 | | - | 25 considered. |
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131 | | - | 26 (9) Where the corporation is a publicly held domestic |
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| 71 | + | 1 State contracts set under subsection (a), the Commission shall |
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| 72 | + | 2 by rule further establish targeted efforts to encourage the |
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| 73 | + | 3 participation of businesses owned by minorities, women, and |
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| 74 | + | 4 persons with disabilities on State contracts and shall |
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| 75 | + | 5 establish goals based on the types of communities served by |
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| 76 | + | 6 businesses. Such efforts shall include, but not be limited to, |
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| 77 | + | 7 further concerted outreach efforts to businesses owned by |
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| 78 | + | 8 minorities, women, and persons with disabilities. |
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| 79 | + | 9 The above percentage relates to the total dollar amount of |
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| 80 | + | 10 State contracts during each State fiscal year, calculated by |
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| 81 | + | 11 examining independently each type of contract for each agency |
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| 82 | + | 12 or public institutions of higher education which lets such |
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| 83 | + | 13 contracts. Only that percentage of arrangements which |
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| 84 | + | 14 represents the participation of businesses owned by |
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| 85 | + | 15 minorities, women, and persons with disabilities on such |
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| 86 | + | 16 contracts shall be included. State contracts subject to the |
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| 87 | + | 17 requirements of this Act shall include the requirement that |
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| 88 | + | 18 only expenditures to businesses owned by minorities, women, |
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| 89 | + | 19 and persons with disabilities that perform a commercially |
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| 90 | + | 20 useful function may be counted toward the goals set forth by |
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| 91 | + | 21 this Act. Contracts shall include a definition of |
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| 92 | + | 22 "commercially useful function" that is consistent with 49 CFR |
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| 93 | + | 23 26.55(c). |
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| 94 | + | 24 (b) Not less than 20% of the total dollar amount of State |
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| 95 | + | 25 construction contracts is established as an aspirational goal |
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| 96 | + | 26 to be awarded to businesses owned by minorities, women, and |
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142 | | - | 1 or foreign corporation with its principal executive office |
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143 | | - | 2 located in Illinois, a description of the corporation's |
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144 | | - | 3 policies and practices for promoting diversity, equity, |
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145 | | - | 4 and inclusion among its board of directors and executive |
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146 | | - | 5 officers. |
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147 | | - | 6 (10) Where the corporation is a publicly held domestic |
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148 | | - | 7 or foreign corporation with its principal executive office |
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149 | | - | 8 located in Illinois, the percentage of minority supplier |
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150 | | - | 9 procurements from business enterprises owned by minority |
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151 | | - | 10 persons, women, or persons with disabilities as those |
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152 | | - | 11 terms are defined in Section 2 of the Business Enterprise |
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153 | | - | 12 for Minorities, Women, and Persons with Disabilities Act. |
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154 | | - | 13 Information reported under this subsection shall be |
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155 | | - | 14 updated in each annual report filed with the Secretary of |
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156 | | - | 15 State thereafter. The Secretary of State shall establish a |
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157 | | - | 16 publicly accessible and searchable database of the information |
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158 | | - | 17 in each annual report. |
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159 | | - | 18 (d) Beginning no later than March 1, 2021, and every March |
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160 | | - | 19 1 thereafter, the University of Illinois Systems shall review |
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161 | | - | 20 the information reported and published under subsection (c) |
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162 | | - | 21 and shall publish on its website a report that provides |
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163 | | - | 22 aggregate data on the demographic characteristics of the |
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164 | | - | 23 boards of directors and executive officers of corporations |
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165 | | - | 24 filing an annual report for the preceding year along with an |
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166 | | - | 25 individualized rating for each corporation. The report shall |
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167 | | - | 26 also identify strategies for promoting diversity and inclusion |
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| 107 | + | 1 persons with disabilities; provided that, contracts |
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| 108 | + | 2 representing at least 11% of the total dollar amount of State |
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| 109 | + | 3 construction contracts shall be awarded to businesses owned by |
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| 110 | + | 4 minorities; contracts representing at least 7% of the total |
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| 111 | + | 5 dollar amount of State construction contracts shall be awarded |
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| 112 | + | 6 to women-owned businesses; and contracts representing at least |
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| 113 | + | 7 2% of the total dollar amount of State construction contracts |
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| 114 | + | 8 shall be awarded to businesses owned by persons with |
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| 115 | + | 9 disabilities. |
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| 116 | + | 10 (c) (Blank). |
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| 117 | + | 11 (c-5) All goals established under this Section shall be |
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| 118 | + | 12 contingent upon the results of the most recent disparity study |
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| 119 | + | 13 conducted by the State. |
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| 120 | + | 14 (d) Within one year after April 28, 2009 (the effective |
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| 121 | + | 15 date of Public Act 96-8), the Department of Central Management |
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| 122 | + | 16 Services shall conduct a social scientific study that measures |
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| 123 | + | 17 the impact of discrimination on minority and women business |
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| 124 | + | 18 development in Illinois. Within 18 months after April 28, 2009 |
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| 125 | + | 19 (the effective date of Public Act 96-8), the Department shall |
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| 126 | + | 20 issue a report of its findings and any recommendations on |
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| 127 | + | 21 whether to adjust the goals for minority and women |
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| 128 | + | 22 participation established in this Act. Copies of this report |
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| 129 | + | 23 and the social scientific study shall be filed with the |
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| 130 | + | 24 Governor and the General Assembly. |
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| 131 | + | 25 By December 1, 2020, the Department of Central Management |
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| 132 | + | 26 Services shall conduct a new social scientific study that |
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178 | | - | 1 among boards of directors and corporate executive officers. |
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179 | | - | 2 (e) The University of Illinois System shall establish a |
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180 | | - | 3 rating system assessing the representation of women, |
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181 | | - | 4 minorities, and LGBTQ people on corporate boards of directors |
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182 | | - | 5 of those corporations that are publicly held domestic or |
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183 | | - | 6 foreign corporations with their principal executive office |
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184 | | - | 7 located in Illinois based on the information gathered under |
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185 | | - | 8 this Section. The rating system shall consider, among other |
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186 | | - | 9 things: compliance with the demographic reporting obligations |
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187 | | - | 10 in subsection (c); the corporation's policies and practices |
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188 | | - | 11 for encouraging diversity in recruitment, board membership, |
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189 | | - | 12 and executive appointments; and the demographic diversity of |
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190 | | - | 13 board seats and executive positions. |
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191 | | - | 14 (Source: P.A. 101-589, eff. 8-27-19; 102-223, eff. 1-1-22; |
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192 | | - | 15 102-813, eff. 5-13-22.) |
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| 143 | + | 1 measures the impact of discrimination on minority and women |
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| 144 | + | 2 business development in Illinois. By June 1, 2022, the |
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| 145 | + | 3 Department shall issue a report of its findings and any |
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| 146 | + | 4 recommendations on whether to adjust the goals for minority |
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| 147 | + | 5 and women participation established in this Act. Copies of |
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| 148 | + | 6 this report and the social scientific study shall be filed |
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| 149 | + | 7 with the Governor and the General Assembly. By December 1, |
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| 150 | + | 8 2022, the Commission on Equity and Inclusion Business |
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| 151 | + | 9 Enterprise Program shall develop a model for social scientific |
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| 152 | + | 10 disparity study sourcing for local governmental units to adapt |
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| 153 | + | 11 and implement to address regional disparities in public |
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| 154 | + | 12 procurement. |
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| 155 | + | 13 (e) All State contract solicitations that include Business |
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| 156 | + | 14 Enterprise Program participation goals shall require bidders |
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| 157 | + | 15 or offerors to include utilization plans. Utilization plans |
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| 158 | + | 16 are due at the time of bid or offer submission. Failure to |
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| 159 | + | 17 complete and include a utilization plan, including |
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| 160 | + | 18 documentation demonstrating good faith efforts when requesting |
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| 161 | + | 19 a waiver, shall render the bid or offer non-responsive. |
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| 162 | + | 20 Except as permitted under this Act or as otherwise |
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| 163 | + | 21 mandated by federal regulation, a bidder or offeror whose bid |
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| 164 | + | 22 or offer is accepted and who included in that bid a completed |
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| 165 | + | 23 utilization plan but who fails to meet the goals set forth in |
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| 166 | + | 24 the plan shall be notified of the deficiency by the |
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| 167 | + | 25 contracting agency or public institution of higher education |
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| 168 | + | 26 and shall be given a period of 10 calendar days to cure the |
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| 179 | + | 1 deficiency by contracting with additional subcontractors who |
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| 180 | + | 2 are certified by the Business Enterprise Program or by |
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| 181 | + | 3 increasing the work to be performed by previously identified |
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| 182 | + | 4 vendors certified by the Business Enterprise Program. |
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| 183 | + | 5 Deficiencies that may be cured include: (i) scrivener's |
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| 184 | + | 6 errors, such as transposed numbers; (ii) information submitted |
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| 185 | + | 7 in an incorrect form or format; (iii) mistakes resulting from |
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| 186 | + | 8 failure to follow instructions or to identify and adequately |
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| 187 | + | 9 document good faith efforts taken to comply with the |
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| 188 | + | 10 utilization plan; or (iv) a proposal to use a firm whose |
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| 189 | + | 11 Business Enterprise Program certification has lapsed or is not |
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| 190 | + | 12 yet recognized. Cure is not authorized if the bidder or |
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| 191 | + | 13 offeror submits a blank utilization plan, a utilization plan |
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| 192 | + | 14 that shows lack of reasonable effort to complete the form on |
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| 193 | + | 15 time, or a utilization plan that states the contract will be |
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| 194 | + | 16 self-performed, by a non-certified vendor, without showing |
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| 195 | + | 17 good faith efforts or a request for a waiver. All cure activity |
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| 196 | + | 18 shall address the deficiencies identified by the purchasing |
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| 197 | + | 19 agency and shall require clear documentation, including that |
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| 198 | + | 20 of good faith efforts, to address those deficiencies. Any |
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| 199 | + | 21 increase in cost to a contract for the addition of a |
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| 200 | + | 22 subcontractor to cure a bid's deficiency shall not affect the |
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| 201 | + | 23 bid price and shall not be used in the request for an exemption |
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| 202 | + | 24 under this Act, and, in no case, shall an identified |
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| 203 | + | 25 subcontractor with a Business Enterprise Program certification |
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| 204 | + | 26 made under this Act be terminated from a contract without the |
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| 205 | + | |
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| 206 | + | |
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| 207 | + | |
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| 208 | + | |
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| 209 | + | |
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| 215 | + | 1 written consent of the State agency or public institution of |
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| 216 | + | 2 higher education entering into the contract. The purchasing |
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| 217 | + | 3 agency or public institution of higher education shall make |
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| 218 | + | 4 the determination whether the cure is adequate. |
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| 219 | + | 5 Vendors certified with the Business Enterprise Program at |
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| 220 | + | 6 the time and date submittals are due and who do not submit a |
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| 221 | + | 7 utilization plan or have utilization plan deficiencies shall |
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| 222 | + | 8 have 10 business days to submit a utilization plan or to |
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| 223 | + | 9 correct the utilization plan deficiencies. |
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| 224 | + | 10 (f) (Blank). |
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| 225 | + | 11 (g) (Blank). |
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| 226 | + | 12 (h) State agencies and public institutions of higher |
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| 227 | + | 13 education shall notify the Commission on Equity and Inclusion |
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| 228 | + | 14 of all non-responsive bids or proposals for State contracts. |
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| 229 | + | 15 (Source: P.A. 101-170, eff. 1-1-20; 101-601, eff. 1-1-20; |
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| 230 | + | 16 101-657, Article 1, Section 1-5, eff. 1-1-22; 101-657, Article |
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| 231 | + | 17 40, Section 40-130, eff. 1-1-22; 102-29, eff. 6-25-21; |
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| 232 | + | 18 102-558, eff. 8-20-21; 102-1119, eff. 1-23-23.) |
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| 233 | + | 19 Section 10. The Business Corporation Act of 1983 is |
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| 234 | + | 20 amended by changing Section 8.12 as follows: |
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| 235 | + | 21 (805 ILCS 5/8.12) |
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| 236 | + | 22 Sec. 8.12. Female, minority, and LGBTQ directors. |
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| 237 | + | 23 (a) Findings and purpose. The General Assembly finds that |
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| 238 | + | 24 women, minorities, and LGBTQ people are still largely |
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| 239 | + | |
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| 240 | + | |
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| 241 | + | |
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| 242 | + | |
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| 243 | + | |
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| 244 | + | HB3720 - 6 - LRB103 29497 DTM 55892 b |
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| 246 | + | |
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| 249 | + | 1 underrepresented nationally in positions of corporate |
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| 250 | + | 2 authority, such as serving as a director on a corporation's |
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| 251 | + | 3 board of directors. This low representation could be |
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| 252 | + | 4 contributing to the disparity seen in wages made by females |
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| 253 | + | 5 and minorities versus their white male counterparts. Increased |
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| 254 | + | 6 representation of these individuals as directors on boards of |
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| 255 | + | 7 directors for corporations may boost the Illinois economy, |
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| 256 | + | 8 improve opportunities for women, minorities, and LGBTQ people |
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| 257 | + | 9 in the workplace, and foster an environment in Illinois where |
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| 258 | + | 10 the business community is representative of our residents. |
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| 259 | + | 11 Therefore, it is the intent of the General Assembly to gather |
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| 260 | + | 12 more data and study this issue within the State so that |
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| 261 | + | 13 effective policy changes may be implemented to eliminate this |
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| 262 | + | 14 disparity. |
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| 263 | + | 15 (b) As used in this Section: |
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| 264 | + | 16 "Annual report" means the report submitted annually to the |
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| 265 | + | 17 Secretary of State pursuant to this Act. |
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| 266 | + | 18 "Female" means a person who is a citizen or lawful |
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| 267 | + | 19 permanent resident of the United States and who |
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| 268 | + | 20 self-identifies as a woman, without regard to the individual's |
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| 269 | + | 21 designated sex at birth. |
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| 270 | + | 22 "Minority person" means a person who is a citizen or |
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| 271 | + | 23 lawful permanent resident of the United States and who is any |
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| 272 | + | 24 of the following races or ethnicities: |
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| 273 | + | 25 (1) American Indian or Alaska Native (a person having |
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| 274 | + | 26 origins in any of the original peoples of North and South |
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| 275 | + | |
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| 276 | + | |
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| 277 | + | |
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| 278 | + | |
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| 279 | + | |
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| 282 | + | |
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| 284 | + | HB3720 - 8 - LRB103 29497 DTM 55892 b |
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| 285 | + | 1 America, including Central America, and who maintains |
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| 286 | + | 2 tribal affiliation or community attachment). |
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| 287 | + | 3 (2) Asian (a person having origins in any of the |
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| 288 | + | 4 original peoples of the Far East, Southeast Asia, or the |
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| 289 | + | 5 Indian subcontinent, including, but not limited to, |
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| 290 | + | 6 Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, |
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| 291 | + | 7 the Philippine Islands, Thailand, and Vietnam). |
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| 292 | + | 8 (3) Black or African American (a person having origins |
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| 293 | + | 9 in any of the black racial groups of Africa). Terms such as |
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| 294 | + | 10 "Haitian" or "Negro" can be used in addition to "Black" or |
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| 295 | + | 11 "African American". |
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| 296 | + | 12 (4) Hispanic or Latino (a person of Cuban, Mexican, |
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| 297 | + | 13 Puerto Rican, South or Central American, or other Spanish |
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| 298 | + | 14 culture or origin, regardless of race). |
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| 299 | + | 15 (5) Native Hawaiian or Other Pacific Islander (a |
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| 300 | + | 16 person having origins in any of the original peoples of |
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| 301 | + | 17 Hawaii, Guam, Samoa, or other Pacific Islands). |
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| 302 | + | 18 (6) "Publicly held domestic or foreign corporation" |
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| 303 | + | 19 means a corporation with outstanding shares listed on a |
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| 304 | + | 20 major United States stock exchange. |
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| 305 | + | 21 (c) Reporting to the Secretary of State. As soon as |
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| 306 | + | 22 practical after August 27, 2019 (the effective date of Public |
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| 307 | + | 23 Act 101-589), but no later than January 1, 2021, the following |
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| 308 | + | 24 information shall be provided in a corporation's annual report |
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| 309 | + | 25 submitted to the Secretary of State under this Act and made |
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| 310 | + | 26 available by the Secretary of State to the public online as it |
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| 311 | + | |
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| 312 | + | |
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| 313 | + | |
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| 314 | + | |
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| 315 | + | |
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| 318 | + | |
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| 319 | + | HB3720- 9 -LRB103 29497 DTM 55892 b HB3720 - 9 - LRB103 29497 DTM 55892 b |
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| 320 | + | HB3720 - 9 - LRB103 29497 DTM 55892 b |
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| 321 | + | 1 is received: |
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| 322 | + | 2 (1) Whether the corporation is a publicly held |
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| 323 | + | 3 domestic or foreign corporation with its principal |
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| 324 | + | 4 executive office located in Illinois. |
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| 325 | + | 5 (2) Where the corporation is a publicly held domestic |
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| 326 | + | 6 or foreign corporation with its principal executive office |
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| 327 | + | 7 located in Illinois, data on specific qualifications, |
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| 328 | + | 8 skills, and experience that the corporation considers for |
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| 329 | + | 9 its board of directors, nominees for the board of |
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| 330 | + | 10 directors, and executive officers. |
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| 331 | + | 11 (3) Where the corporation is a publicly held domestic |
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| 332 | + | 12 or foreign corporation with its principal executive office |
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| 333 | + | 13 located in Illinois, the self-identified gender of each |
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| 334 | + | 14 member of its board of directors. |
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| 335 | + | 15 (4) Where the corporation is a publicly held domestic |
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| 336 | + | 16 or foreign corporation with its principal executive office |
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| 337 | + | 17 located in Illinois, whether each member of its board of |
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| 338 | + | 18 directors self-identifies as a minority person and, if so, |
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| 339 | + | 19 which race or ethnicity to which the member belongs. |
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| 340 | + | 20 (5) Where the corporation is a publicly held domestic |
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| 341 | + | 21 or foreign corporation with its principal executive office |
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| 342 | + | 22 located in Illinois, the self-identified sexual |
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| 343 | + | 23 orientation of each member of its board of directors. |
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| 344 | + | 24 (6) Where the corporation is a publicly held domestic |
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| 345 | + | 25 or foreign corporation with its principal executive office |
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| 346 | + | 26 located in Illinois, the self-identified gender identity |
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| 347 | + | |
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| 348 | + | |
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| 349 | + | |
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| 350 | + | |
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| 351 | + | |
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| 352 | + | HB3720 - 9 - LRB103 29497 DTM 55892 b |
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| 353 | + | |
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| 354 | + | |
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| 355 | + | HB3720- 10 -LRB103 29497 DTM 55892 b HB3720 - 10 - LRB103 29497 DTM 55892 b |
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| 356 | + | HB3720 - 10 - LRB103 29497 DTM 55892 b |
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| 357 | + | 1 of each member of its board of directors. |
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| 358 | + | 2 (7) Where the corporation is a publicly held domestic |
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| 359 | + | 3 or foreign corporation with its principal executive office |
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| 360 | + | 4 located in Illinois, a description of the corporation's |
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| 361 | + | 5 process for identifying and evaluating nominees for the |
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| 362 | + | 6 board of directors, including whether and, if so, how |
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| 363 | + | 7 demographic diversity is considered. |
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| 364 | + | 8 (8) Where the corporation is a publicly held domestic |
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| 365 | + | 9 or foreign corporation with its principal executive office |
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| 366 | + | 10 located in Illinois, a description of the corporation's |
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| 367 | + | 11 process for identifying and appointing executive officers, |
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| 368 | + | 12 including whether and, if so, how demographic diversity is |
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| 369 | + | 13 considered. |
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| 370 | + | 14 (9) Where the corporation is a publicly held domestic |
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| 371 | + | 15 or foreign corporation with its principal executive office |
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| 372 | + | 16 located in Illinois, a description of the corporation's |
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| 373 | + | 17 policies and practices for promoting diversity, equity, |
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| 374 | + | 18 and inclusion among its board of directors and executive |
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| 375 | + | 19 officers. |
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| 376 | + | 20 (10) Where the corporation is a publicly held domestic |
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| 377 | + | 21 or foreign corporation with its principal executive office |
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| 378 | + | 22 located in Illinois, the percentage of professional |
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| 379 | + | 23 services procurements from business enterprises owned by |
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| 380 | + | 24 minority persons, women, or persons with disabilities as |
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| 381 | + | 25 those terms are defined in Section 2 of the Business |
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| 382 | + | 26 Enterprise for Minorities, Women, and Persons with |
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| 383 | + | |
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| 384 | + | |
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| 385 | + | |
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| 393 | + | 1 Disabilities Act. |
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| 394 | + | 2 Information reported under this subsection shall be |
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| 395 | + | 3 updated in each annual report filed with the Secretary of |
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| 396 | + | 4 State thereafter. The Secretary of State shall establish a |
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| 397 | + | 5 publicly accessible and searchable database of the information |
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| 398 | + | 6 in each annual report. |
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| 399 | + | 7 (d) Beginning no later than March 1, 2021, and every March |
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| 400 | + | 8 1 thereafter, the University of Illinois Systems shall review |
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| 401 | + | 9 the information reported and published under subsection (c) |
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| 402 | + | 10 and shall publish on its website a report that provides |
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| 403 | + | 11 aggregate data on the demographic characteristics of the |
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| 404 | + | 12 boards of directors and executive officers of corporations |
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| 405 | + | 13 filing an annual report for the preceding year along with an |
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| 406 | + | 14 individualized rating for each corporation. The report shall |
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| 407 | + | 15 also identify strategies for promoting diversity and inclusion |
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| 408 | + | 16 among boards of directors and corporate executive officers. |
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| 409 | + | 17 (e) The University of Illinois System shall establish a |
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| 410 | + | 18 rating system assessing the representation of women, |
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| 411 | + | 19 minorities, and LGBTQ people on corporate boards of directors |
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| 412 | + | 20 of those corporations that are publicly held domestic or |
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| 413 | + | 21 foreign corporations with their principal executive office |
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| 414 | + | 22 located in Illinois based on the information gathered under |
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| 415 | + | 23 this Section. The rating system shall consider, among other |
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| 416 | + | 24 things: compliance with the demographic reporting obligations |
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| 417 | + | 25 in subsection (c); the corporation's policies and practices |
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| 418 | + | 26 for encouraging diversity in recruitment, board membership, |
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| 427 | + | HB3720- 12 -LRB103 29497 DTM 55892 b HB3720 - 12 - LRB103 29497 DTM 55892 b |
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| 429 | + | 1 and executive appointments; and the demographic diversity of |
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| 430 | + | 2 board seats and executive positions. |
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| 431 | + | 3 (Source: P.A. 101-589, eff. 8-27-19; 102-223, eff. 1-1-22; |
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| 432 | + | 4 102-813, eff. 5-13-22.) |
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