A00696 Summary:

BILL NO    A00696A

SAME AS    SAME AS S00101

SPONSOR    Lancman (MS)

COSPNSR    Jacobs, Maisel, Castro, Titone, Kavanagh, Jaffee, Peoples-Stokes,
           Lifton, Gibson, Galef, Colton, Rosenthal, Jeffries, Rivera P

MLTSPNSR   Brennan, Glick, Pheffer, Robinson, Thiele

Add SS631, 1321, 1517 & 1534, BC L; add S78, Coop Corps L; add S523, N-PC L;
add S35, Rail L; add S7, Transp Corps L; add S5017, Bank L; add S510, Lim Lil L

Enacts the "corporate political activity accountability to shareholders act";
establishes the corporate political activity accountability to shareholders act
which requires that corporate contributions to a political candidate or party
committee or in support or opposition to a candidate or ballot referendum be
approved by a majority of shareholders; applies to cooperative corporations,
not-for-profit corporations, railroad and transportation corporations.
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A00696 Actions:

BILL NO    A00696A

01/05/2011 referred to election law
04/06/2011 amend and recommit to election law
04/06/2011 print number 696a
01/04/2012 referred to election law
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A00696 Votes:

There are no votes for this bill in this legislative session.
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A00696 Memo:

NEW YORK STATE ASSEMBLY
MEMORANDUM IN SUPPORT OF LEGISLATION
submitted in accordance with Assembly Rule III, Sec 1(f)
 
BILL NUMBER: A696A               REVISED 4/6/11
 
SPONSOR: Lancman (MS)
  TITLE OF BILL: An act to amend the business corporation law, the cooperative corporations law, the not-for-profit corporation law, the railroad law, the transportation corporations law, the banking law and the limited liability company law, in relation to enacting the "corpo- rate political activity accountability to shareholders act"   PURPOSE: The purpose of this bill is to empower shareholders to make decisions about core corporate political activity.   SUMMARY OF PROVISIONS: Section 1 titles the act as the "Corporate Political Activity Accountability to Shareholders Act". Sections 2 through 11 requires that corporations formed under the busi- ness corporation law, the cooperative corporation law, the not-for-pro- fit law, the railroad law, the transportation corporations law, the banking law, and the limited liability company law, professional service corporations as well as foreign corporations, and foreign professional service corporations authorized to do business in New York, (1) at least annually obtain prior authorization of a majority of shares voting before making any corporate political donations in New York, up to a total annual aggregate amount approved by the shareholders, and (2) disclose to its shareholders and file with the secretary of state an accounting of all such corporate donations, including the identity of the candidates, committees and initiatives funded and the business rational for such contributions. Sections 2 through 11 also provide the attorney general with the authority to enforce the provisions of each section. Section 12 contains a severability clause. Section 13 provides that this act shall take effect on August 1, 2011.   JUSTIFICATION: This bill responds to the Supreme Court's recent deci- sion in Citizen's United v. Federal Election Commission to effectively eliminate restrictions on corporations' ability to expend corporate resources in support or opposition to political candidates, political parties and ballot referendums. Specifically, this bill gives sharehold- ers the necessary tools to ensure that the expenditure of corporate resources toward political activity serves the objectives for which the corporation was formed, is consistent with the corporation's business interests, and enhances - rather than diminishes - shareholder value.   LEGISLATIVE HISTORY: A.9948 (2010)   FISCAL IMPLICATIONS: None to the state.   EFFECTIVE DATE: This act shall take effect on the first of August next succeeding the date on which it shall have become a law,
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A00696 Text:



 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                         696--A
 
                               2011-2012 Regular Sessions
 
                   IN ASSEMBLY
 
                                       (Prefiled)
 
                                     January 5, 2011
                                       ___________
 
        Introduced  by  M.  of  A.  LANCMAN,  JACOBS,  MAISEL,  CASTRO,  TITONE,
          KAVANAGH,  JAFFEE,  PEOPLES-STOKES,  LIFTON,  GIBSON,  GALEF,  COLTON,
          ROSENTHAL, JEFFRIES, P. RIVERA -- Multi-Sponsored by -- M. of A. BREN-
          NAN, GLICK, PHEFFER, ROBINSON, THIELE -- read once and referred to the

          Committee  on  Election  Law  --  committee  discharged, bill amended,
          ordered reprinted as amended and recommitted to said committee
 
        AN ACT to amend the business corporation  law,  the  cooperative  corpo-
          rations law, the not-for-profit corporation law, the railroad law, the
          transportation  corporations  law,  the  banking  law  and the limited
          liability company law, in relation to enacting  the  "corporate  poli-
          tical activity accountability to shareholders act"
 
          The  People of the State of New York, represented in Senate and Assem-
        bly, do enact as follows:
 
     1    Section 1. Short title.  This act shall be known and may be  cited  as
     2  the "corporate political activity accountability to shareholders act".
     3    §  2.  The business corporation law is amended by adding a new section
     4  631 to read as follows:

     5  § 631. Political contributions.
     6    (a) Definitions. When used in this section:
     7    (1) The term "contribution" means any gift, subscription,  outstanding
     8  loan,  advance,  deposit  of  money  or any thing of value provided to a
     9  political committee, party  committee,  constituted  committee  or  duly
    10  constituted  subcommittee  of  a  county  committee,  as those terms are
    11  defined in article fourteen of the election law,  in  support  or  oppo-
    12  sition  to a candidate for public or party office, referendum, political
    13  party, electioneering communication or any  communication  made  to  the
    14  general  public intended to encourage the public to contact a government
    15  official, candidate for  public  or  party  office  or  political  party

    16  regarding  pending  legislation,  public  policy or a government rule or
    17  regulation;
 
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD01406-03-1

        A. 696--A                           2
 
     1    (2) The term "independent expenditure" means an expenditure made by  a
     2  person  for an audio or video communication to a general public audience
     3  via broadcast, cable or satellite or a written communication to a gener-
     4  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
     5  brochures,  letterheads or other printed matter and statements or infor-

     6  mation conveyed to five hundred or more  members  of  a  general  public
     7  audience  by  computer  or other electronic devices which: (i) expressly
     8  advocates the election or defeat of a clearly  identified  candidate  or
     9  the  success or defeat of a ballot proposal and (ii) such candidate, the
    10  candidate's political committee or its agents, or a political  committee
    11  formed  to  promote  the  success  or defeat of a ballot proposal or its
    12  agents, did not authorize, request, suggest, foster or cooperate in  any
    13  such  communication.    Independent  expenditures  do not include: (i) a
    14  communication appearing in a written news story, commentary, or editori-
    15  al or distributed through the facilities of  any  broadcasting  station,

    16  cable  or  satellite  unless such publication or facilities are owned or
    17  controlled by any political party, political committee or candidate;  or
    18  (ii)  a  communication  that constitutes a candidate debate or forum; or
    19  (iii) a communication which constitutes an expenditure made by an entity
    20  required to report such expenditure with a board of elections.
    21    (b) Notwithstanding any other limits on corporate contributions to, or
    22  expenditures on behalf of, candidates for public or party office,  poli-
    23  tical committees, party committees or ballot referendum, before a corpo-
    24  ration or any of its subsidiaries may make a contribution or independent
    25  expenditure,  the corporation shall, at least annually, obtain the prior

    26  authorization by vote of a majority of the shares cast  on  such  resol-
    27  ution  to  make contributions or independent expenditures up to a stated
    28  aggregate annual amount.
    29    (c) Any corporation, either by itself or its  subsidiaries,  making  a
    30  contribution or independent expenditure shall at least annually disclose
    31  to  its  shareholders and file with the secretary of state an accounting
    32  of  the  contributions  and  independent  expenditures  used  for   such
    33  purposes, including:
    34    (1) the date of the contribution or independent expenditure;
    35    (2) the amount of the contribution or independent expenditure;
    36    (3)  the identity of the recipient of the contribution, or if an inde-

    37  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    38  tical  party, pending legislation, public policy or a government rule or
    39  regulation supported or opposed; and
    40    (4) the business rationale for each such contribution  or  independent
    41  expenditure.
    42    (d)  The  secretary  of  state  shall  post  each corporation's annual
    43  disclosure on the website maintained by the secretary of state.
    44    (e) The attorney general may commence an action or special  proceeding
    45  to enforce the provisions of this section.
    46    §  3.  The  cooperative  corporations  law  is amended by adding a new
    47  section 78 to read as follows:
    48    § 78. Political contributions.  1.  Definitions.  When  used  in  this
    49  section:

    50    (a)  The term "contribution" means any gift, subscription, outstanding
    51  loan, advance, deposit of money or any thing  of  value  provided  to  a
    52  political  committee,  party  committee,  constituted  committee or duly
    53  constituted subcommittee of a  county  committee,  as  those  terms  are
    54  defined  in  article  fourteen  of the election law, in support or oppo-
    55  sition to a candidate for public or party office, referendum,  political
    56  party,  electioneering  communication  or  any communication made to the

        A. 696--A                           3
 
     1  general public intended to encourage the public to contact a  government
     2  official,  candidate  for  public  or  party  office  or political party

     3  regarding pending legislation, public policy or  a  government  rule  or
     4  regulation;
     5    (b)  The term "independent expenditure" means an expenditure made by a
     6  person for an audio or video communication to a general public  audience
     7  via broadcast, cable or satellite or a written communication to a gener-
     8  al  public  audience  via  advertisements, pamphlets, circulars, flyers,
     9  brochures, letterheads or other printed matter and statements or  infor-
    10  mation  conveyed  to  five  hundred  or more members of a general public
    11  audience by computer or other electronic devices  which:  (i)  expressly
    12  advocates  the  election  or defeat of a clearly identified candidate or
    13  the success or defeat of a ballot proposal and (ii) such candidate,  the

    14  candidate's  political committee or its agents, or a political committee
    15  formed to promote the success or defeat of  a  ballot  proposal  or  its
    16  agents,  did not authorize, request, suggest, foster or cooperate in any
    17  such communication.   Independent expenditures do  not  include:  (i)  a
    18  communication appearing in a written news story, commentary, or editori-
    19  al  or  distributed  through the facilities of any broadcasting station,
    20  cable or satellite unless such publication or facilities  are  owned  or
    21  controlled  by any political party, political committee or candidate; or
    22  (ii) a communication that constitutes a candidate debate  or  forum;  or
    23  (iii) a communication which constitutes an expenditure made by an entity

    24  required to report such expenditure with a board of elections.
    25    2.   Notwithstanding  any  other  limits  on  cooperative  corporation
    26  contributions to or expenditures  on  behalf  of  political  candidates,
    27  political  committees, party committees, or ballot referendums, before a
    28  cooperative corporation may make a contribution or independent  expendi-
    29  ture,  the  cooperative  corporation  shall at least annually obtain the
    30  prior authorization by vote of a majority of the shares or members  cast
    31  on such resolution to make contributions or independent expenditures, up
    32  to a stated aggregate annual amount.
    33    3.  Any cooperative corporation, either by itself or its subsidiaries,
    34  making a contribution or independent expenditure shall, at least annual-

    35  ly, disclose to its shareholders and file with the secretary of state an
    36  accounting of the contributions and independent  expenditures  used  for
    37  such purposes, including:
    38    (a) the date of the contribution or independent expenditure;
    39    (b) the amount of the contribution or independent expenditure;
    40    (c)  the identity of the recipient of the contribution, or if an inde-
    41  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    42  tical  party, pending legislation, public policy or a government rule or
    43  regulation supported or opposed; and
    44    (d) the business rationale for each such contribution  or  independent
    45  expenditure.
    46    4.  The  secretary  of state shall post each cooperative corporation's

    47  annual disclosure on the website maintained by the secretary of state.
    48    5.  The attorney general may commence an action or special  proceeding
    49  to enforce the provisions of this section.
    50    §  4.  The  not-for-profit  corporation law is amended by adding a new
    51  section 523 to read as follows:
    52  § 523. Political contributions.
    53    (a) Definitions. When used in this section:
    54    (1) The term "contribution" means any gift, subscription,  outstanding
    55  loan,  advance,  deposit  of  money  or any thing of value provided to a
    56  political committee, party  committee,  constituted  committee  or  duly

        A. 696--A                           4
 
     1  constituted  subcommittee  of  a  county  committee,  as those terms are

     2  defined in article fourteen of the election law,  in  support  or  oppo-
     3  sition  to a candidate for public or party office, referendum, political
     4  party,  electioneering  communication  or  any communication made to the
     5  general public intended to encourage the public to contact a  government
     6  official,  candidate  for  public  or  party  office  or political party
     7  regarding pending legislation, public policy or  a  government  rule  or
     8  regulation;
     9    (2)  The term "independent expenditure" means an expenditure made by a
    10  person for an audio or video communication to a general public  audience
    11  via broadcast, cable or satellite or a written communication to a gener-
    12  al  public  audience  via  advertisements, pamphlets, circulars, flyers,

    13  brochures, letterheads or other printed matter and statements or  infor-
    14  mation  conveyed  to  five  hundred  or more members of a general public
    15  audience by computer or other electronic devices  which:  (i)  expressly
    16  advocates  the  election  or defeat of a clearly identified candidate or
    17  the success or defeat of a ballot proposal and (ii) such candidate,  the
    18  candidate's  political committee or its agents, or a political committee
    19  formed to promote the success or defeat of  a  ballot  proposal  or  its
    20  agents,  did not authorize, request, suggest, foster or cooperate in any
    21  such communication.   Independent expenditures do  not  include:  (i)  a
    22  communication appearing in a written news story, commentary, or editori-

    23  al  or  distributed  through the facilities of any broadcasting station,
    24  cable or satellite unless such publication or facilities  are  owned  or
    25  controlled  by any political party, political committee or candidate; or
    26  (ii) a communication that constitutes a candidate debate  or  forum;  or
    27  (iii) a communication which constitutes an expenditure made by an entity
    28  required to report such expenditure with a board of elections.
    29    (b)  Notwithstanding  any  other  limits on not-for-profit corporation
    30  contributions to, or expenditures on behalf of, candidates for public or
    31  party office, political committees, party committees or ballot  referen-
    32  dum,  before a not-for-profit corporation or any of its subsidiaries may

    33  make a  contribution  or  independent  expenditure,  the  not-for-profit
    34  corporation  shall, at least annually, obtain the prior authorization by
    35  vote of a majority of the members voting  on  such  resolution  to  make
    36  contributions or independent expenditures up to a stated aggregate annu-
    37  al amount.
    38    (c)  Any  not-for-profit  corporation, either by itself or its subsid-
    39  iaries, making a contribution or independent expenditure shall at  least
    40  annually disclose to its members and file with the secretary of state an
    41  accounting  of  the  contributions and independent expenditures used for
    42  such purposes, including:
    43    (1) the date of the contribution or independent expenditure;

    44    (2) the amount of the contribution or independent expenditure;
    45    (3) the identity of the recipient of the contribution, or if an  inde-
    46  pendent  expenditure,  the  identity of the candidate, referendum, poli-
    47  tical party, pending legislation, public policy or a government rule  or
    48  regulation supported or opposed; and
    49    (4)  the  business rationale for each such contribution or independent
    50  expenditure.
    51    (d) The secretary of  state  shall  post  each  not-for-profit  corpo-
    52  ration's annual disclosure on the website maintained by the secretary of
    53  state.
    54    (e)  The attorney general may commence an action or special proceeding
    55  to enforce the provisions of this section.


        A. 696--A                           5
 
     1    § 5. The railroad law is amended by adding a new section 35 to read as
     2  follows:
     3    §  35.  Political  contributions.  1.  Definitions.  When used in this
     4  section:
     5    (a) The term "contribution" means any gift, subscription,  outstanding
     6  loan,  advance,  deposit  of  money  or any thing of value provided to a
     7  political committee, party  committee,  constituted  committee  or  duly
     8  constituted  subcommittee  of  a  county  committee,  as those terms are
     9  defined in article fourteen of the election law,  in  support  or  oppo-
    10  sition  to a candidate for public or party office, referendum, political
    11  party, electioneering communication or any  communication  made  to  the

    12  general  public intended to encourage the public to contact a government
    13  official, candidate for  public  or  party  office  or  political  party
    14  regarding  pending  legislation,  public  policy or a government rule or
    15  regulation;
    16    (b) The term "independent expenditure" means an expenditure made by  a
    17  person  for an audio or video communication to a general public audience
    18  via broadcast, cable or satellite or a written communication to a gener-
    19  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    20  brochures,  letterheads or other printed matter and statements or infor-
    21  mation conveyed to five hundred or more  members  of  a  general  public
    22  audience  by  computer  or other electronic devices which: (i) expressly

    23  advocates the election or defeat of a clearly  identified  candidate  or
    24  the  success or defeat of a ballot proposal and (ii) such candidate, the
    25  candidate's political committee or its agents, or a political  committee
    26  formed  to  promote  the  success  or defeat of a ballot proposal or its
    27  agents, did not authorize, request, suggest, foster or cooperate in  any
    28  such  communication.    Independent  expenditures  do not include: (i) a
    29  communication appearing in a written news story, commentary, or editori-
    30  al or distributed through the facilities of  any  broadcasting  station,
    31  cable  or  satellite  unless such publication or facilities are owned or
    32  controlled by any political party, political committee or candidate;  or

    33  (ii)  a  communication  that constitutes a candidate debate or forum; or
    34  (iii) a communication which constitutes an expenditure made by an entity
    35  required to report such expenditure with a board of elections.
    36    2. Notwithstanding any other limits on railroad  corporation  contrib-
    37  utions  to  or expenditures on behalf of political candidates, political
    38  committees, party committees, or ballot referendums, before  a  railroad
    39  corporation  may  make  a  contribution  or independent expenditure, the
    40  railroad corporation shall at least annually obtain the  prior  authori-
    41  zation  by  vote  of  a  majority  of the shares or members cast on such
    42  resolution to make contributions or independent expenditures,  up  to  a
    43  stated aggregate annual amount.

    44    3.  Any  railroad  corporation,  either by itself or its subsidiaries,
    45  making contributions or independent expenditures shall, at least annual-
    46  ly, disclose to its shareholders and file with the secretary of state an
    47  accounting of the contributions and independent  expenditures  used  for
    48  such purposes, including:
    49    (a) the date of the contribution or independent expenditure;
    50    (b) the amount of the contribution or independent expenditure;
    51    (c)  the identity of the recipient of the contribution, or if an inde-
    52  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    53  tical  party, pending legislation, public policy or a government rule or
    54  regulation supported or opposed; and

    55    (d) the business rationale for each such contribution  or  independent
    56  expenditure.

        A. 696--A                           6
 
     1    4. The secretary of state shall post each railroad corporation's annu-
     2  al disclosure on the website maintained by the secretary of state.
     3    5.   The attorney general may commence an action or special proceeding
     4  to enforce the provisions of this section.
     5    § 6. The transportation corporations law is amended by  adding  a  new
     6  section 7 to read as follows:
     7    §  7.  Political  contributions.  (a)  Definitions.  When used in this
     8  section:
     9    (1) The term "contribution" means any gift, subscription,  outstanding

    10  loan,  advance,  deposit  of  money  or any thing of value provided to a
    11  political committee, party  committee,  constituted  committee  or  duly
    12  constituted  subcommittee  of  a  county  committee,  as those terms are
    13  defined in article fourteen of the election law,  in  support  or  oppo-
    14  sition  to a candidate for public or party office, referendum, political
    15  party, electioneering communication or any  communication  made  to  the
    16  general  public intended to encourage the public to contact a government
    17  official, candidate for  public  or  party  office  or  political  party
    18  regarding  pending  legislation,  public  policy or a government rule or
    19  regulation;
    20    (2) The term "independent expenditure" means an expenditure made by  a

    21  person  for an audio or video communication to a general public audience
    22  via broadcast, cable or satellite or a written communication to a gener-
    23  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    24  brochures,  letterheads or other printed matter and statements or infor-
    25  mation conveyed to five hundred or more  members  of  a  general  public
    26  audience  by  computer  or other electronic devices which: (i) expressly
    27  advocates the election or defeat of a clearly  identified  candidate  or
    28  the  success or defeat of a ballot proposal and (ii) such candidate, the
    29  candidate's political committee or its agents, or a political  committee
    30  formed  to  promote  the  success  or defeat of a ballot proposal or its

    31  agents, did not authorize, request, suggest, foster or cooperate in  any
    32  such  communication.    Independent  expenditures  do not include: (i) a
    33  communication appearing in a written news story, commentary, or editori-
    34  al or distributed through the facilities of  any  broadcasting  station,
    35  cable  or  satellite  unless such publication or facilities are owned or
    36  controlled by any political party, political committee or candidate;  or
    37  (ii)  a  communication  that constitutes a candidate debate or forum; or
    38  (iii) a communication which constitutes an expenditure made by an entity
    39  required to report such expenditure with a board of elections.
    40    (b) Notwithstanding any other  limits  on  transportation  corporation

    41  contributions to, or expenditures on behalf of, candidates for public or
    42  party  office, political committees, party committees or ballot referen-
    43  dum, before a transportation corporation or any of its subsidiaries  may
    44  make  a  contribution  or  independent  expenditure,  the transportation
    45  corporation shall, at least annually, obtain the prior authorization  by
    46  vote  of  a  majority  of  the  shares  cast  on such resolution to make
    47  contributions or independent expenditures up to a stated aggregate annu-
    48  al amount.
    49    (c) Any transportation corporation, either by itself  or  its  subsid-
    50  iaries,  making contributions or independent expenditures shall at least
    51  annually disclose to its shareholders and file  with  the  secretary  of

    52  state  an  accounting  of the contributions and independent expenditures
    53  used for such purposes, including:
    54    (1) the date of the contribution or independent expenditure;
    55    (2) the amount of the contribution or independent expenditure;

        A. 696--A                           7
 
     1    (3) the identity of the recipient of the contribution, or if an  inde-
     2  pendent  expenditure,  the  identity of the candidate, referendum, poli-
     3  tical party, pending legislation, public policy or a government rule  or
     4  regulation supported or opposed; and
     5    (4)  the  business rationale for each such contribution or independent
     6  expenditure.
     7    (d) The secretary of  state  shall  post  each  transportation  corpo-

     8  ration's annual disclosure on the website maintained by the secretary of
     9  state.
    10    (e)  The attorney general may commence an action or special proceeding
    11  to enforce the provisions of this section.
    12    § 7. The banking law is amended by adding a new section 5017  to  read
    13  as follows:
    14    §  5017.  Political  contributions.  1. Definitions. When used in this
    15  section:
    16    (a) The term "contribution" means any gift, subscription,  outstanding
    17  loan,  advance,  deposit  of  money  or any thing of value provided to a
    18  political committee, party  committee,  constituted  committee  or  duly
    19  constituted  subcommittee  of  a  county  committee,  as those terms are
    20  defined in article fourteen of the election law,  in  support  or  oppo-

    21  sition  to a candidate for public or party office, referendum, political
    22  party, electioneering communication or any  communication  made  to  the
    23  general  public intended to encourage the public to contact a government
    24  official, candidate for  public  or  party  office  or  political  party
    25  regarding  pending  legislation,  public  policy or a government rule or
    26  regulation;
    27    (b) The term "independent expenditure" means an expenditure made by  a
    28  person  for an audio or video communication to a general public audience
    29  via broadcast, cable or satellite or a written communication to a gener-
    30  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    31  brochures,  letterheads or other printed matter and statements or infor-

    32  mation conveyed to five hundred or more  members  of  a  general  public
    33  audience  by  computer  or other electronic devices which: (i) expressly
    34  advocates the election or defeat of a clearly  identified  candidate  or
    35  the  success or defeat of a ballot proposal and (ii) such candidate, the
    36  candidate's political committee or its agents, or a political  committee
    37  formed  to  promote  the  success  or defeat of a ballot proposal or its
    38  agents, did not authorize, request, suggest, foster or cooperate in  any
    39  such  communication.    Independent  expenditures  do not include: (i) a
    40  communication appearing in a written news story, commentary, or editori-
    41  al or distributed through the facilities of  any  broadcasting  station,

    42  cable  or  satellite  unless such publication or facilities are owned or
    43  controlled by any political party, political committee or candidate;  or
    44  (ii)  a  communication  that constitutes a candidate debate or forum; or
    45  (iii) a communication which constitutes an expenditure made by an entity
    46  required to report such expenditure with a board of elections.
    47    2. Notwithstanding any other limits on corporation contributions to or
    48  expenditures on behalf of political  candidates,  political  committees,
    49  party committees, or ballot referendums, before a corporation may make a
    50  contribution  or independent expenditure, the corporation shall at least
    51  annually obtain the prior authorization by vote of  a  majority  of  the

    52  shares or members cast on such resolution to make contributions or inde-
    53  pendent expenditures, up to a stated aggregate annual amount.
    54    3.  Any  corporation,  either  by itself or its subsidiaries, making a
    55  contribution  or  independent  expenditure  shall,  at  least  annually,
    56  disclose  to  its  shareholders  and file with the secretary of state an

        A. 696--A                           8
 
     1  accounting of the contributions and independent  expenditures  used  for
     2  such purposes, including:
     3    (a) the date of the contribution or independent expenditure;
     4    (b) the amount of the contribution or independent expenditure;
     5    (c)  the identity of the recipient of the contribution, or if an inde-

     6  pendent expenditure, the identity of the  candidate,  referendum,  poli-
     7  tical  party, pending legislation, public policy or a government rule or
     8  regulation supported or opposed; and
     9    (d) the business rationale for each such contribution  or  independent
    10  expenditure.
    11    4. The secretary of state shall post each corporation's annual disclo-
    12  sure on the website maintained by the secretary of state.
    13    5.  The  attorney general may commence an action or special proceeding
    14  to enforce the provisions of this section.
    15    § 8. The business corporation law is amended by adding a  new  section
    16  1321 to read as follows:
    17  § 1321. Political contributions.
    18    (a) Definitions. When used in this section:

    19    (1)  The term "contribution" means any gift, subscription, outstanding
    20  loan, advance, deposit of money or any thing  of  value  provided  to  a
    21  political  committee,  party  committee,  constituted  committee or duly
    22  constituted subcommittee of a  county  committee,  as  those  terms  are
    23  defined  in  article  fourteen  of the election law, in support or oppo-
    24  sition to a candidate for public or party office, referendum,  political
    25  party,  electioneering  communication  or  any communication made to the
    26  general public intended to encourage the public to contact a  government
    27  official,  candidate  for  public  or  party  office  or political party
    28  regarding pending legislation, public policy or  a  government  rule  or
    29  regulation;

    30    (2)  The term "independent expenditure" means an expenditure made by a
    31  person for an audio or video communication to a general public  audience
    32  via broadcast, cable or satellite or a written communication to a gener-
    33  al  public  audience  via  advertisements, pamphlets, circulars, flyers,
    34  brochures, letterheads or other printed matter and statements or  infor-
    35  mation  conveyed  to  five  hundred  or more members of a general public
    36  audience by computer or other electronic devices  which:  (i)  expressly
    37  advocates  the  election  or defeat of a clearly identified candidate or
    38  the success or defeat of a ballot proposal and (ii) such candidate,  the
    39  candidate's  political committee or its agents, or a political committee

    40  formed to promote the success or defeat of  a  ballot  proposal  or  its
    41  agents,  did not authorize, request, suggest, foster or cooperate in any
    42  such communication.   Independent expenditures do  not  include:  (i)  a
    43  communication appearing in a written news story, commentary, or editori-
    44  al  or  distributed  through the facilities of any broadcasting station,
    45  cable or satellite unless such publication or facilities  are  owned  or
    46  controlled  by any political party, political committee or candidate; or
    47  (ii) a communication that constitutes a candidate debate  or  forum;  or
    48  (iii) a communication which constitutes an expenditure made by an entity
    49  required to report such expenditure with a board of elections.

    50    (b) Notwithstanding any other limits on corporate contributions to, or
    51  expenditures  on behalf of, candidates for public or party office, poli-
    52  tical committees,  party  committees  or  ballot  referendum,  before  a
    53  foreign  corporation  doing  business  in  the  state in accordance with
    54  section thirteen hundred one of this article may make a contribution  or
    55  independent  expenditure  in New York, the foreign corporation shall, at
    56  least annually, obtain the prior authorization by vote of a majority  of

        A. 696--A                           9
 
     1  the  shares cast on such resolution to make contributions or independent
     2  expenditures up to a stated aggregate annual amount.

     3    (c)  Any  foreign  corporation,  either by itself or its subsidiaries,
     4  making a contribution or independent expenditure in New  York  shall  at
     5  least  annually disclose to its shareholders and file with the secretary
     6  of state an accounting of the contributions and independent expenditures
     7  used for such purposes, including:
     8    (1) the date of the contribution or independent expenditure;
     9    (2) the amount of the contribution or independent expenditure;
    10    (3) the identity of the recipient of the contribution, or if an  inde-
    11  pendent  expenditure,  the  identity of the candidate, referendum, poli-
    12  tical party, pending legislation, public policy or a government rule  or
    13  regulation supported or opposed; and

    14    (4)  the  business rationale for each such contribution or independent
    15  expenditure.
    16    (d) The secretary of state shall post each foreign corporation's annu-
    17  al disclosure on the website maintained by the secretary of state.
    18    (e) The attorney general may commence an action or special  proceeding
    19  to enforce the provisions of this section.
    20    §  9.  The  limited  liability  company law is amended by adding a new
    21  section 510 to read as follows:
    22    § 510. Political contributions. (a) Definitions.  When  used  in  this
    23  section:
    24    (1)  The term "contribution" means any gift, subscription, outstanding
    25  loan, advance, deposit of money or any thing  of  value  provided  to  a

    26  political  committee,  party  committee,  constituted  committee or duly
    27  constituted subcommittee of a  county  committee,  as  those  terms  are
    28  defined  in  article  fourteen  of the election law, in support or oppo-
    29  sition to a candidate for public or party office, referendum,  political
    30  party,  electioneering  communication  or  any communication made to the
    31  general public intended to encourage the public to contact a  government
    32  official,  candidate  for  public  or  party  office  or political party
    33  regarding pending legislation, public policy or  a  government  rule  or
    34  regulation;
    35    (2)  The term "independent expenditure" means an expenditure made by a
    36  person for an audio or video communication to a general public  audience

    37  via broadcast, cable or satellite or a written communication to a gener-
    38  al  public  audience  via  advertisements, pamphlets, circulars, flyers,
    39  brochures, letterheads or other printed matter and statements or  infor-
    40  mation  conveyed  to  five  hundred  or more members of a general public
    41  audience by computer or other electronic devices  which:  (i)  expressly
    42  advocates  the  election  or defeat of a clearly identified candidate or
    43  the success or defeat of a ballot proposal and (ii) such candidate,  the
    44  candidate's  political committee or its agents, or a political committee
    45  formed to promote the success or defeat of  a  ballot  proposal  or  its
    46  agents,  did not authorize, request, suggest, foster or cooperate in any

    47  such communication.   Independent expenditures do  not  include:  (i)  a
    48  communication appearing in a written news story, commentary, or editori-
    49  al  or  distributed  through the facilities of any broadcasting station,
    50  cable or satellite unless such publication or facilities  are  owned  or
    51  controlled  by any political party, political committee or candidate; or
    52  (ii) a communication that constitutes a candidate debate  or  forum;  or
    53  (iii) a communication which constitutes an expenditure made by an entity
    54  required to report such expenditure with a board of elections.
    55    (b)  Notwithstanding any other limits on contributions to, or expendi-
    56  tures on behalf of, candidates for public  or  party  office,  political


        A. 696--A                          10
 
     1  committees,  party  committees  or  ballot  referendum, before a limited
     2  liability company may make a contribution  or  independent  expenditure,
     3  the limited liability company shall, at least annually, obtain the prior
     4  authorization  by  vote of a majority of the members or managers cast on
     5  such resolution to make contributions or independent expenditures up  to
     6  a stated aggregate annual amount.
     7    (c)  Any  limited  liability  company, either by itself or its subsid-
     8  iaries, making a contribution or independent expenditure shall at  least
     9  annually disclose to its members or managers and file with the secretary
    10  of state an accounting of the contributions and independent expenditures

    11  used for such purposes, including:
    12    (1) the date of the contribution or independent expenditure;
    13    (2) the amount of the contribution or independent expenditure;
    14    (3)  the identity of the recipient of the contribution, or if an inde-
    15  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    16  tical  party, pending legislation, public policy or a government rule or
    17  regulation supported or opposed; and
    18    (4) the business rationale for each such contribution  or  independent
    19  expenditure.
    20    (d) The secretary of state shall post each limited liability company's
    21  annual disclosure on the website maintained by the secretary of state.
    22    (e)  The attorney general may commence an action or special proceeding

    23  to enforce the provisions of this section.
    24    § 10. The business corporation law is amended by adding a new  section
    25  1517 to read as follows:
    26  § 1517. Political contributions.
    27    (a) Definitions. When used in this section:
    28    (1)  The term "contribution" means any gift, subscription, outstanding
    29  loan, advance, deposit of money or any thing  of  value  provided  to  a
    30  political  committee,  party  committee,  constituted  committee or duly
    31  constituted subcommittee of a  county  committee,  as  those  terms  are
    32  defined  in  article  fourteen  of the election law, in support or oppo-
    33  sition to a candidate for public or party office, referendum,  political
    34  party,  electioneering  communication  or  any communication made to the

    35  general public intended to encourage the public to contact a  government
    36  official,  candidate  for  public  or  party  office  or political party
    37  regarding pending legislation, public policy or  a  government  rule  or
    38  regulation;
    39    (2)  The term "independent expenditure" means an expenditure made by a
    40  person for an audio or video communication to a general public  audience
    41  via broadcast, cable or satellite or a written communication to a gener-
    42  al  public  audience  via  advertisements, pamphlets, circulars, flyers,
    43  brochures, letterheads or other printed matter and statements or  infor-
    44  mation  conveyed  to  five  hundred  or more members of a general public
    45  audience by computer or other electronic devices  which:  (i)  expressly

    46  advocates  the  election  or defeat of a clearly identified candidate or
    47  the success or defeat of a ballot proposal and (ii) such candidate,  the
    48  candidate's  political committee or its agents, or a political committee
    49  formed to promote the success or defeat of  a  ballot  proposal  or  its
    50  agents,  did not authorize, request, suggest, foster or cooperate in any
    51  such communication.   Independent expenditures do  not  include:  (i)  a
    52  communication appearing in a written news story, commentary, or editori-
    53  al  or  distributed  through the facilities of any broadcasting station,
    54  cable or satellite unless such publication or facilities  are  owned  or
    55  controlled  by any political party, political committee or candidate; or

    56  (ii) a communication that constitutes a candidate debate  or  forum;  or

        A. 696--A                          11
 
     1  (iii) a communication which constitutes an expenditure made by an entity
     2  required to report such expenditure with a board of elections.
     3    (b)  Notwithstanding  any  other limits on professional service corpo-
     4  ration contributions to, or expenditures on behalf  of,  candidates  for
     5  public or party office, political committees, party committees or ballot
     6  referendum,  before  a  professional  service  corporation  may  make  a
     7  contribution or independent expenditure, the professional service corpo-
     8  ration shall, at least annually, obtain the prior authorization by  vote

     9  of  a  majority  of  the shares cast on such resolution to make contrib-
    10  utions or independent expenditures  up  to  a  stated  aggregate  annual
    11  amount.
    12    (c)  Any  professional  service  corporation,  either by itself or its
    13  subsidiaries, making a contribution or independent expenditure shall  at
    14  least  annually disclose to its shareholders and file with the secretary
    15  of state an accounting of the contributions and independent expenditures
    16  used for such purposes, including:
    17    (1) the date of the contribution or independent expenditure;
    18    (2) the amount of the contribution or independent expenditure;
    19    (3) the identity of the recipient of the contribution, or if an  inde-

    20  pendent  expenditure,  the  identity of the candidate, referendum, poli-
    21  tical party, pending legislation, public policy or a government rule  or
    22  regulation supported or opposed; and
    23    (4)  the  business rationale for each such contribution or independent
    24  expenditure.
    25    (d) The secretary of state shall post each professional service corpo-
    26  ration's annual disclosure on the website maintained by the secretary of
    27  state.
    28    (e) The attorney general may commence an action or special  proceeding
    29  to enforce the provisions of this section.
    30    §  11. The business corporation law is amended by adding a new section
    31  1534 to read as follows:
    32  § 1534. Political contributions.

    33    (a) Definitions. When used in this section:
    34    (1) The term "contribution" means any gift, subscription,  outstanding
    35  loan,  advance,  deposit  of  money  or any thing of value provided to a
    36  political committee, party  committee,  constituted  committee  or  duly
    37  constituted  subcommittee  of  a  county  committee,  as those terms are
    38  defined in article fourteen of the election law,  in  support  or  oppo-
    39  sition  to a candidate for public or party office, referendum, political
    40  party, electioneering communication or any  communication  made  to  the
    41  general  public intended to encourage the public to contact a government
    42  official, candidate for  public  or  party  office  or  political  party

    43  regarding  pending  legislation,  public  policy or a government rule or
    44  regulation;
    45    (2) The term "independent expenditure" means an expenditure made by  a
    46  person  for an audio or video communication to a general public audience
    47  via broadcast, cable or satellite or a written communication to a gener-
    48  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    49  brochures,  letterheads or other printed matter and statements or infor-
    50  mation conveyed to five hundred or more  members  of  a  general  public
    51  audience  by  computer  or other electronic devices which: (i) expressly
    52  advocates the election or defeat of a clearly  identified  candidate  or
    53  the  success or defeat of a ballot proposal and (ii) such candidate, the

    54  candidate's political committee or its agents, or a political  committee
    55  formed  to  promote  the  success  or defeat of a ballot proposal or its
    56  agents, did not authorize, request, suggest, foster or cooperate in  any

        A. 696--A                          12
 
     1  such  communication.    Independent  expenditures  do not include: (i) a
     2  communication appearing in a written news story, commentary, or editori-
     3  al or distributed through the facilities of  any  broadcasting  station,
     4  cable  or  satellite  unless such publication or facilities are owned or
     5  controlled by any political party, political committee or candidate;  or
     6  (ii)  a  communication  that constitutes a candidate debate or forum; or

     7  (iii) a communication which constitutes an expenditure made by an entity
     8  required to report such expenditure with a board of elections.
     9    (b) Notwithstanding any other limits on foreign  professional  service
    10  corporation  contributions  to, or expenditures on behalf of, candidates
    11  for public or party office, political committees,  party  committees  or
    12  ballot referendum, before a foreign professional service corporation, as
    13  defined  by  subdivision  (d)  of section fifteen hundred twenty-five of
    14  this article, may make a contribution or independent expenditure in  New
    15  York, the foreign professional service corporation shall, at least annu-
    16  ally, obtain the prior authorization by vote of a majority of the shares

    17  cast  on  such  resolution to make contributions or independent expendi-
    18  tures up to a stated aggregate annual amount.
    19    (c) Any foreign professional service corporation, either by itself  or
    20  its  subsidiaries,  making  a contribution or independent expenditure in
    21  New York shall at least annually disclose to its shareholders  and  file
    22  with the secretary of state an accounting of the contributions and inde-
    23  pendent expenditures used for such purposes, including:
    24    (1) the date of the contribution or independent expenditure;
    25    (2) the amount of the contribution or independent expenditure;
    26    (3)  the identity of the recipient of the contribution, or if an inde-
    27  pendent expenditure, the identity of the  candidate,  referendum,  poli-

    28  tical  party, pending legislation, public policy or a government rule or
    29  regulation supported or opposed; and
    30    (4) the business rationale for each such contribution  or  independent
    31  expenditure.
    32    (d)  The  secretary  of  state  shall  post  each foreign professional
    33  service corporation's annual disclosure on the web  site  maintained  by
    34  the secretary of state.
    35    (e)  The attorney general may commence an action or special proceeding
    36  to enforce the provisions of this section.
    37    § 12. Severability. If any clause,  sentence,  paragraph,  section  or
    38  part  of  this act shall be adjudged by any court of competent jurisdic-
    39  tion to be invalid and after exhaustion of all further judicial  review,

    40  the judgment shall not affect, impair or invalidate the remainder there-
    41  of,  but  shall  be  confined  in its operation to the clause, sentence,
    42  paragraph, section or part of this act directly involved in the  contro-
    43  versy in which the judgment shall have been rendered.
    44    §  13. This act shall take effect on the first of August next succeed-
    45  ing the date on which it shall have become a law.
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