Bill Text: MI SB0115 | 2019-2020 | 100th Legislature | Introduced
Bill Title: Businesses: business corporations; certain number of female board members on board of directors; require. Amends sec. 1002 of 1972 PA 284 (MCL 450.2002) & adds sec. 505a.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2019-02-14 - Referred To Committee On Economic And Small Business Development [SB0115 Detail]
Download: Michigan-2019-SB0115-Introduced.html
SENATE BILL No. 115
February 14, 2019, Introduced by Senator SANTANA and referred to the Committee on Economic Development and Small Business Development.
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending section 1002 (MCL 450.2002), as amended by 2008 PA 402,
and by adding section 505a.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 505a. (1) Beginning January 1, 2021, a publicly held
domestic corporation or foreign corporation whose principal
executive offices, according to the corporation's SEC 10-K form,
are located in this state must have a minimum of 1 female director
on its board. A corporation may increase the number of directors on
its board to comply with this section.
(2) Beginning January 1, 2023, a publicly held domestic
corporation or foreign corporation whose principal executive
offices, according to the corporation's SEC 10-K form, are located
in this state must comply with 1 of the following, as applicable:
(a) If its number of directors is 6 or more, the corporation
must have at least 3 female directors.
(b) If its number of directors is 5, the corporation must have
at least 2 female directors.
(c) If its number of directors is 4 or fewer, the corporation
must have at least 1 female director.
(3) By July 1, 2020, the administrator shall publish a report
on its public internet website that documents the number of
domestic corporations and foreign corporations whose principal
executive offices, according to the corporation's SEC 10-K form,
are located in this state and that have at least 1 female director.
(4) By March 1, 2021, and by March 1 of each subsequent year,
the administrator shall publish a report on its public internet
website that concerns, at a minimum, all of the following:
(a) The number of corporations subject to this section that
were in compliance with the requirements of this section during at
least 1 point during the preceding calendar year.
(b) The number of publicly held corporations that moved their
United States headquarters to this state from another state or out
of this state into another state during the preceding calendar
year.
(c) The number of publicly held corporations that were subject
to this section during the preceding year, but are no longer
publicly traded.
(5) A corporation that violates this section, or that fails to
timely file board member information with the administrator under a
rule promulgated under subsection (6), is subject to an
administrative fine of not more than $100,000.00 for a first
violation, or a fine of not more than $300,000.00 for a second or
subsequent violation. All of the following apply for purposes of
this subsection:
(a) Each director seat that is required under this section to
be held by a female, and that is not held by a female during at
least a portion of a calendar year, is a separate violation of this
section.
(b) If a female director has held a director seat that is
required under this section to be held by a female for at least a
portion of a calendar year, it is not a violation of this section.
(c) Administrative fines collected under this section shall be
available, upon appropriation by the legislature, for use by the
administrator to offset the cost of administering this section.
(6) The administrator may promulgate rules to implement this
section.
(7) As used in this section:
(a) "Female" means an individual who self-identifies her
gender as a woman, without regard to the individual's designated
sex at birth.
(b) "Publicly held corporation" means a corporation that has
outstanding shares listed on a major United States stock exchange.
Sec. 1002. (1) A foreign corporation that receives a
certificate of authority under this act, until a certificate of
revocation or of withdrawal is issued under this act, has the same
rights and privileges as a domestic corporation organized for the
purposes set forth in the application pursuant to which the
certificate of authority is issued. Except as otherwise provided in
this act, the corporation is subject to the same duties,
restrictions, penalties, and liabilities of a similar domestic
corporation.
(2)
This Except as provided in
subsection (3), this act does
not authorize this state to regulate the organization or internal
affairs of a foreign corporation authorized to transact business in
this state.
(3) Section 505a applies to a foreign corporation that is a
publicly held corporation to the exclusion of the law of the
jurisdiction in which the foreign corporation is incorporated. As
used in this subsection, "publicly held corporation" means a
foreign corporation that has outstanding shares listed on a major
United States stock exchange.
Enacting section 1. This amendatory act takes effect 90 days
after the date it is enacted into law.