Texas 2021 - 87th Regular

Texas Senate Bill SB2118 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	By: Hughes S.B. No. 2118
2	2
3	3
4	4	A BILL TO BE ENTITLED
5	5	AN ACT
6	6	relating to ensuring compliance with federal civil-rights laws by
7	7	corporations doing business in Texas, and prohibiting
8	8	discrimination in the selection of a corporation's board members.
9	9	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
10	10	SECTION 1. Chapter 21, Business Organizations Code, is
11	11	amended by adding Subchapter U to read as follows:
12	12	SUBCHAPTER U. PROHIBITED DISCRIMINATORY PRACTICES
13	13	Sec. 21.981. APPLICABILITY. This subchapter applies to:
14	14	(1) a corporation that:
15	15	(A) formed under the laws of this state; or
16	16	(B) conducts business in this state; and
17	17	Sec. 27.982. COMPLIANCE WITH FEDERAL CIVIL-RIGHTS
18	18	STATUTES. (a) No corporation described by Section 21.981, and no
19	19	director, officer, shareholder, employee, or agent of that
20	20	corporation, may ask, encourage, or induce any of that
21	21	corporation's suppliers, vendors, contractors, or firms that
22	22	provide goods or services to that corporation to violate any
23	23	federal civil-rights statute, including the Civil Rights Act of
24	24	1866, as amended and codified at 42 U.S.C. § 1981, and Title VII of
25	25	the Civil Rights Act of 1964, as amended and codified at 42 U.S.C. §
26	26	2000e et seq.
27	27	Sec. 27.983. DISCRIMINATION IN THE SELECTION OF A
28	28	CORPORATION'S BOARD MEMBERS. (a) No corporation described by
29	29	Section 21.981, and no director, officer, shareholder, employee, or
30	30	agent of that corporation, may establish or enforce any quota or
31	31	set-aside in the selection of board members that depends in any way
32	32	upon an individual's race, sex, religion, sexual orientation or
33	33	sexual practices, or gender identity or gender-nonconforming
34	34	behavior.
35	35	(b) No corporation described by Section 21.981, and no
36	36	director, officer, shareholder, employee, or agent of that
37	37	corporation, may discriminate against or give preferential
38	38	treatment to any individual on account of race or sex when selecting
39	39	the board members of that corporation.
40	40	Sec. 27.984. PUBLIC ENFORCEMENT PROHIBITED. (a) An
41	41	executive officer, administrative officer, or public employee of a
42	42	state or local governmental entity in this state may not enforce
43	43	this subchapter in the capacity of a public officer or employee
44	44	through any means of public enforcement.
45	45	(b) This section does not limit or affect the availability
46	46	of a private enforcement action under Section 21.985.
47	47	Sec. 21.985. PRIVATE ENFORCEMENT. (a) Any person, other
48	48	than an officer or employee of a state or local governmental entity
49	49	in this state, may bring a civil action against a corporation or
50	50	individual that violates Sections 21.982 or 21.983.
51	51	(b) On finding that a defendant has violated Section 21.982,
52	52	the court shall award:
53	53	(1) declaratory relief;
54	54	(2) injunctive relief;
55	55	(3) statutory damages in an amount not less than 25
56	56	percent of the total amount paid by the corporation to the supplier,
57	57	vendor, contractor, or firm that was asked, encouraged, or induced
58	58	to violate the federal civil-rights statutes;
59	59	(4) punitive damages of not less than one million
60	60	dollars ($1,000,000.00);
61	61	(5) costs and attorneys' fees.
62	62	(c) On finding that a defendant has violated Section 21.983,
63	63	the court shall award:
64	64	(1) injunctive relief;
65	65	(2) statutory damages of not less than one million
66	66	dollars ($1,000,000.00); and
67	67	(3) Costs and attorneys' fees.
68	68	(d) Notwithstanding Subsections (b) and (c), a court may not
69	69	award relief under this section in response to a violation of
70	70	Section 21.982 or Section 21.983 if the defendant demonstrates that
71	71	the defendant previously paid statutory damages in a previous
72	72	action for that particular violation.
73	73	(e) Notwithstanding Chapter 16, Civil Practice and Remedies
74	74	Code, a person may bring an action under this section not later than
75	75	the sixth anniversary of the date the cause of action accrues.
76	76	(f) The following are not defenses to liability in an action
77	77	brought under this section:
78	78	(1) ignorance or mistake of law;
79	79	(2) the business judgment rule;
80	80	(3) a defendant's belief that the requirements of this
81	81	chapter are unconstitutional or were unconstitutional;
82	82	(4) a defendant's reliance on any court decision that
83	83	has been overruled on appeal or by a subsequent court, even if that
84	84	court decision had not been overruled when the defendant engaged in
85	85	conduct that violates this chapter;
86	86	(5) a defendant's reliance on any state or federal
87	87	court decision that is not binding on the court in which the action
88	88	has been brought;
89	89	(6) nonmutual issue preclusion or nonmutual claim
90	90	preclusion;
91	91	(7) the need to comply with another state's law; or
92	92	(8) the need to comply with the requirements of being
93	93	listed on a stock exchange.
94	94	(g) Notwithstanding any other provision of law, no court may
95	95	award costs or attorney's fees under Rule 91a of the Texas Rules of
96	96	Civil Procedure, or under any other rule adopted by the supreme
97	97	court under Section 22.004(g), Government Code, to any defendant
98	98	sued under this section.
99	99	Sec. 21.986. SOVEREIGN AND OFFICIAL IMMUNITY PRESERVED.
100	100	This subchapter does not waive:
101	101	(1) the state's sovereign immunity from liability; or
102	102	(2) an officer or employee of this state's official
103	103	immunity from liability.
104	104	Sec. 21.987. SEVERABILITY. (a) Mindful of Leavitt v. Jane
105	105	L., 518 U.S. 137 (1996), in which in the context of determining the
106	106	severability of a state statute the United States Supreme Court
107	107	held that an explicit statement of legislative intent is
108	108	controlling, it is the intent of the Legislature that every
109	109	provision, section, subsection, sentence, clause, phrase, or word
110	110	in this subchapter, and every application of the provisions in this
111	111	subchapter, are severable from each other. If any application of
112	112	any provision in this subchapter to any person, group of persons, or
113	113	circumstances is found by a court to be invalid or
114	114	unconstitutional, then the remaining applications of that
115	115	provision to all other persons and circumstances shall be severed
116	116	and may not be affected. All constitutionally valid applications
117	117	of this subchapter shall be severed from any applications that a
118	118	court finds to be invalid, leaving the valid applications in force,
119	119	because it is the Legislature's intent and priority that the valid
120	120	applications be allowed to stand alone. Even if a reviewing court
121	121	finds a provision of this subchapter to violate the Constitution in
122	122	a large or substantial fraction of relevant cases, the applications
123	123	that do not present an undue burden shall be severed from the
124	124	remaining provisions and shall remain in force, and shall be
125	125	treated as if the Legislature had enacted a provision limited to the
126	126	persons, group of persons, or circumstances for which the
127	127	provision's application does not violate the Constitution. The
128	128	Legislature further declares that it would have passed this
129	129	subchapter, and each provision, section, subsection, sentence,
130	130	clause, phrase, or word, and all constitutional applications of
131	131	this subchapter, irrespective of the fact that any provision,
132	132	section, subsection, sentence, clause, phrase, or word, or
133	133	applications of this subchapter, were to be declared
134	134	unconstitutional or invalid.
135	135	(b) If any provision of this subchapter is found by any
136	136	court to be unconstitutionally vague, then the applications of that
137	137	provision that do not present constitutional vagueness problems
138	138	shall be severed and remain in force, consistent with the
139	139	declarations of the Legislatures intent in Subsection (a).
140	140	(c) No court may decline to enforce the severability
141	141	requirements in Subsections (a) or (b) on the ground that severance
142	142	would rewrite the statute or involve the court in legislative or
143	143	lawmaking activity. A court that declines to enforce or enjoins a
144	144	state official from enforcing a subset of a statute's applications
145	145	is never rewriting a statute, as the statute continues to say
146	146	exactly what it said before. A judicial injunction or declaration
147	147	of unconstitutionality is nothing more than a non-enforcement edict
148	148	that can always be vacated by later courts if they have a different
149	149	understanding of what the state or federal Constitution requires;
150	150	it is not a formal amendment of the language in a statute. A
151	151	judicial injunction or declaration of unconstitutionality no more
152	152	rewrites a statute than a decision by the executive not to enforce a
153	153	duly enacted statute in a limited and defined set of circumstances.
154	154	(d) The legislature intends that the provisions of this
155	155	subchapter apply to the maximum extent permitted by law.
156	156	SECTION 2. This Act takes effect September 1, 2021.