No, we do not believe that you are required to complete the section of the corporate annual report concerning female and minority directors.

Under a recent amendment to the Illinois Business Corporation Act of 1983, publicly held domestic or foreign corporations must provide the Secretary of State with information about the gender and race or ethnicity of their directors and officers, among other information.

To be considered a “publicly held domestic or foreign corporation” subject to these reporting requirements, a corporation must have outstanding shares listed on a major United States stock exchange. Although the law does not define “major United States stock exchange,” we do not believe that an over-the-counter marketplace would be considered a stock exchange, much less a major stock exchange. Consequently, we do not believe that your bank is subject to these reporting requirements.

For resources related to our guidance, please see:

• Business Corporation Act of 1983, 805 ILCS 5/8.12(c) (“. . . the following information shall be provided in a corporation’s annual report submitted to the Secretary of State under this Act and made available by the Secretary of State to the public online as it is received:

(1) Whether the corporation is a publicly held domestic or foreign corporation with its principal executive office located in Illinois.

(2) Where the corporation is a publicly held domestic or foreign corporation with its principal executive office located in Illinois, data on specific qualifications, skills, and experience that the corporation considers for its board of directors, nominees for the board of directors, and executive officers.

(3) Where the corporation is a publicly held domestic or foreign corporation with its principal executive office located in Illinois, the self-identified gender of each member of its board of directors.

(4) Where the corporation is a publicly held domestic or foreign corporation with its principal executive office located in Illinois, whether each member of its board of directors self-identifies as a minority person and, if so, which race or ethnicity to which the member belongs.

(5) Where the corporation is a publicly held domestic or foreign corporation with its principal executive office located in Illinois, a description of the corporation's process for identifying and evaluating nominees for the board of directors, including whether and, if so, how demographic diversity is considered.

(6) Where the corporation is a publicly held domestic or foreign corporation with its principal executive office located in Illinois, a description of the corporation's process for identifying and appointing executive officers, including whether and, if so, how demographic diversity is considered.

(7) Where the corporation is a publicly held domestic or foreign corporation with its principal executive office located in Illinois, a description of the corporation's policies and practices for promoting diversity, equity, and inclusion among its board of directors and executive officers.”)

• Business Corporation Act of 1983, 805 ILCS 5/8.12(b) (“‘Publicly held domestic or foreign corporation’ means a corporation with outstanding shares listed on a major United States stock exchange.”)

• Business Corporation Act of 1983, 805 ILCS 5/14.05 (“Each domestic corporation organized under any general law or special act of this State authorizing the corporation to issue shares . . . and each foreign corporation . . . authorized to transact business in this State, shall file, within the time prescribed by this Act, an annual report setting forth . . . :

(k) A statement of whether the corporation or foreign corporation has outstanding shares listed on a major United States stock exchange and is thereby subject to the reporting requirements of Section 8.12.

(l) For those corporations subject to Section 8.12, a statement providing the information required under Section 8.12.”)