2021 -- H 5905

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LC001442

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2021

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A N   A C T

RELATING TO CORPORATIONS - ASSOCIATIONS, AND PARTNERSHIPS - GENERAL

PROVISIONS

     Introduced By: Representatives Fenton-Fung, Casimiro, Shallcross Smith, Serpa, Fellela,
and Tanzi

     Date Introduced: February 24, 2021

     Referred To: House Corporations

     It is enacted by the General Assembly as follows:

     SECTION 1. Chapter 7-1 of the General Laws entitled "Corporations - General Provisions"

is hereby amended by adding thereto the following section:

     7-1-27. Female directors.

     (a) No later than January 1, 2022, a publicly held domestic or foreign corporation whose

principal executive offices, according to the corporation's Securities and Exchange Commission

(SEC) 10-K form, are located in Rhode Island, 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 January 1, 2023, a publicly held domestic or foreign corporation whose

principal executive offices, according to the corporation's SEC 10-K form, are located in Rhode

Island shall comply with the following:

     (1) If its number of directors is six (6) or more, the corporation shall have a minimum of

three (3) female directors.

     (2) If its number of directors is five (5), the corporation shall have a minimum of two (2)

female directors.

     (3) If its number of directors is four (4) or fewer, the corporation shall have a minimum of

one female director.

     (c) No later than July 1, 2022, the secretary of state shall publish a report on its website

documenting the number of domestic and foreign corporations whose principal executive offices,

according to the corporation's SEC 10-K form, are located in Rhode Island and who have at least

one female director.

     (d) No later than March 1, 2023, and annually thereafter, the secretary of state shall publish

a report on its website regarding, at a minimum, all of the following:

     (1) The number of 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 that moved their United States headquarters

to Rhode Island from another state or out of Rhode Island into another state during the preceding

calendar year.

     (3) The number of publicly held corporations that were subject to this section during the

preceding year, but are no longer publicly traded.

     (e)(1) The secretary of state may adopt regulations to implement the provisions of 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 section, 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 section, 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 section, 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

general assembly, 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 individual's designated sex at birth.

     (2) "Publicly held corporation" means a domestic or foreign corporation with outstanding

shares listed on a major United States Stock Exchange.

     SECTION 2. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS - ASSOCIATIONS, AND PARTNERSHIPS - GENERAL

PROVISIONS

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     This act would require publicly held corporations to be represented by women on their

boards of directors. Fines would be imposed for non-compliance.

     This act would take effect upon passage.

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