On July 1, 2024, Illinois Governor JB Pritzker signed SB2930 into law thereby enacting Illinois Public Act 103-0635. Public Act 103-0635 amends the Illinois General Not for Profit Corporation Act of 1986 to add a new Section 114.15.
Section 114.15 states that corporations reporting grants of $1,000,000 or more to other charitable organizations on their annual Form AG990-IL, Illinois Charitable Organization Annual Report, must, within 30 days of filing, post on their publicly available websites certain aggregated demographic information of their directors and officers.
The information required to be posted includes race, ethnicity, gender, disability status, veteran status, sexual orientation, and gender identity. This information is required to be kept accessible online for at least three years after it is posted, meaning corporations subject to this requirement will eventually need to maintain three years’ worth of such data on their websites at any given time.
A press release issued by the Office of the Governor on June 30 stated that these statistics “are intended to assess each nonprofit’s leadership strengths and opportunities for growth and to implement strategies to recruit qualified individuals from diverse communities for board service.”
Importantly, Section 114.15 makes clear that any individual director or officer may decline to disclose any or all personal demographic information to the corporation. Accordingly, corporations whose directors and officers all decline to provide the various demographic information will not be bound by these requirements. It is not yet clear whether a corporation in that situation will need to post a statement to its website or take other steps to indicate that its directors and officers have all declined to provide the otherwise required information.
Section 114.15 shall take effect January 1, 2025. In the meantime, according to the statute, the Illinois Department of Human Rights will be working with community partners to prepare and publish a “standardized list of demographic classifications” to be used by corporations for reporting the aggregated demographic information.
Thus, the format for reporting information of directors and officers who choose to disclose it remains unclear at this time. Also unclear are the manner of enforcement (if any) of these rules and the role the Attorney General’s office will play.
The C3 Legal team will continue to monitor developments in this area and will be available to assist your organization in navigating these requirements as further information becomes available.