Bill Text: NY A05642 | 2019-2020 | General Assembly | Amended


Bill Title: Enacts the "corporate political activity accountability to shareholders act"; 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.

Spectrum: Partisan Bill (Democrat 12-0)

Status: (Introduced) 2019-05-22 - print number 5642a [A05642 Detail]

Download: New_York-2019-A05642-Amended.html



                STATE OF NEW YORK
        ________________________________________________________________________

                                         5642--A

                               2019-2020 Regular Sessions

                   IN ASSEMBLY

                                    February 14, 2019
                                       ___________

        Introduced  by  M. of A. ROZIC, ABINANTI, COLTON, GALEF, JAFFEE, LIFTON,
          LUPARDO, PEOPLES-STOKES, L. ROSENTHAL -- Multi-Sponsored by --  M.  of
          A.  GLICK, SIMON, 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;
    18    (2)  The term "independent expenditure" means an expenditure made by a
    19  person for an audio or video communication to a general public  audience

         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD00804-03-9

        A. 5642--A                          2

     1  via broadcast, cable or satellite or a written communication to a gener-
     2  al  public  audience  via  advertisements, pamphlets, circulars, flyers,
     3  brochures, letterheads or other printed matter and statements or  infor-
     4  mation  conveyed  to  five  hundred  or more members of a general public
     5  audience by computer or other electronic devices  which:  (i)  expressly
     6  advocates  the  election  or defeat of a clearly identified candidate or
     7  the success or defeat of a ballot proposal and (ii) such candidate,  the
     8  candidate's  political committee or its agents, or a political committee
     9  formed to promote the success or defeat of  a  ballot  proposal  or  its
    10  agents,  did not authorize, request, suggest, foster or cooperate in any
    11  such communication.   Independent expenditures do  not  include:  (A)  a
    12  communication appearing in a written news story, commentary, or editori-
    13  al  or  distributed  through the facilities of any broadcasting station,
    14  cable or satellite unless such publication or facilities  are  owned  or
    15  controlled  by any political party, political committee or candidate; or
    16  (B) a communication that constitutes a candidate debate or forum; or (C)
    17  a communication which constitutes  an  expenditure  made  by  an  entity
    18  required to report such expenditure with a board of elections.
    19    (b) Notwithstanding any other limits on corporate contributions to, or
    20  expenditures  on behalf of, candidates for public or party office, poli-
    21  tical committees, party committees or ballot referendum, before a corpo-
    22  ration or any of its subsidiaries may make a contribution or independent
    23  expenditure, the corporation shall, at least annually, obtain the  prior
    24  authorization  by  vote  of a majority of the shares cast on such resol-
    25  ution to make contributions or independent expenditures up to  a  stated
    26  aggregate annual amount for a stated business purpose.
    27    (c)  Any  corporation,  either by itself or its subsidiaries, making a
    28  contribution or independent expenditure shall at least annually disclose
    29  to its shareholders and file with the secretary of state  an  accounting
    30  of   the  contributions  and  independent  expenditures  used  for  such
    31  purposes, including:
    32    (1) the date of the contribution or independent expenditure;
    33    (2) the amount of the contribution or independent expenditure; and
    34    (3) the identity of the recipient of the contribution, or if an  inde-
    35  pendent  expenditure,  the  identity of the candidate, referendum, poli-
    36  tical party, pending legislation, public policy or a government rule  or
    37  regulation supported or opposed.
    38    (d)  The  secretary  of  state  shall  post  each corporation's annual
    39  disclosure on the website maintained by the secretary of state.
    40    (e) The attorney general may commence an action or special  proceeding
    41  to enforce the provisions of this section.
    42    §  3.  The business corporation law is amended by adding a new section
    43  1321 to read as follows:
    44  § 1321. Political contributions.
    45    (a) Definitions. When used in this section:
    46    (1) The term "contribution" means any gift, subscription,  outstanding
    47  loan,  advance,  deposit  of  money  or any thing of value provided to a
    48  political committee, party  committee,  constituted  committee  or  duly
    49  constituted  subcommittee  of  a  county  committee,  as those terms are
    50  defined in article fourteen of the election law,  in  support  or  oppo-
    51  sition  to a candidate for public or party office, referendum, political
    52  party, electioneering communication or any  communication  made  to  the
    53  general  public intended to encourage the public to contact a government
    54  official, candidate for  public  or  party  office  or  political  party
    55  regarding  pending  legislation,  public  policy or a government rule or
    56  regulation;

        A. 5642--A                          3

     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: (A) 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  (B) a communication that constitutes a candidate debate or forum; or (C)
    19  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
    24  foreign corporation doing business  in  the  state  in  accordance  with
    25  section  thirteen hundred one of this article may make a contribution or
    26  independent expenditure in New York, the foreign corporation  shall,  at
    27  least  annually, obtain the prior authorization by vote of a majority of
    28  the shares cast on such resolution to make contributions or  independent
    29  expenditures  up  to a stated aggregate annual amount for a stated busi-
    30  ness purpose.
    31    (c) Any foreign corporation, either by  itself  or  its  subsidiaries,
    32  making  a  contribution  or independent expenditure in New York shall at
    33  least annually disclose to its shareholders and file with the  secretary
    34  of state an accounting of the contributions and independent expenditures
    35  used for such purposes, including:
    36    (1) the date of the contribution or independent expenditure;
    37    (2) the amount of the contribution or independent expenditure; and
    38    (3)  the identity of the recipient of the contribution, or if an inde-
    39  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    40  tical  party, pending legislation, public policy or a government rule or
    41  regulation supported or opposed.
    42    (d) The secretary of state shall post each foreign corporation's annu-
    43  al 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    §  4.  The business corporation law is amended by adding a new section
    47  1517 to read as follows:
    48  § 1517. Political contributions.
    49    (a) Definitions. When used in this section:
    50    (1) 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. 5642--A                          4

     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    (2)  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:  (A)  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  (B) a communication that constitutes a candidate debate or forum; or (C)
    23  a communication which constitutes  an  expenditure  made  by  an  entity
    24  required to report such expenditure with a board of elections.
    25    (b)  Notwithstanding  any  other limits on professional service corpo-
    26  ration contributions to, or expenditures on behalf  of,  candidates  for
    27  public or party office, political committees, party committees or ballot
    28  referendum,  before  a  professional  service  corporation  may  make  a
    29  contribution or independent expenditure, the professional service corpo-
    30  ration shall, at least annually, obtain the prior authorization by  vote
    31  of  a  majority  of  the shares cast on such resolution to make contrib-
    32  utions or independent expenditures  up  to  a  stated  aggregate  annual
    33  amount for a stated business purpose.
    34    (c)  Any  professional  service  corporation,  either by itself or its
    35  subsidiaries, making a contribution or independent expenditure shall  at
    36  least  annually disclose to its shareholders and file with the secretary
    37  of state an accounting of the contributions and independent expenditures
    38  used for such purposes, including:
    39    (1) the date of the contribution or independent expenditure;
    40    (2) the amount of the contribution or independent expenditure; and
    41    (3) the identity of the recipient of the contribution, or if an  inde-
    42  pendent  expenditure,  the  identity of the candidate, referendum, poli-
    43  tical party, pending legislation, public policy or a government rule  or
    44  regulation supported or opposed.
    45    (d) The secretary of state shall post each professional service corpo-
    46  ration's annual disclosure on the website maintained by the secretary of
    47  state.
    48    (e)  The attorney general may commence an action or special proceeding
    49  to enforce the provisions of this section.
    50    § 5. The business corporation law is amended by adding a  new  section
    51  1534 to read as follows:
    52  § 1534. 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. 5642--A                          5

     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:  (A)  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  (B) a communication that constitutes a candidate debate or forum; or (C)
    27  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 foreign professional service
    30  corporation contributions to, or expenditures on behalf  of,  candidates
    31  for  public  or  party office, political committees, party committees or
    32  ballot referendum, before a foreign professional service corporation, as
    33  defined by subdivision (d) of section  fifteen  hundred  twenty-five  of
    34  this  article, may make a contribution or independent expenditure in New
    35  York, the foreign professional service corporation shall, at least annu-
    36  ally, obtain the prior authorization by vote of a majority of the shares
    37  cast on such resolution to make contributions  or  independent  expendi-
    38  tures  up  to  a  stated  aggregate  annual amount for a stated business
    39  purpose.
    40    (c) Any foreign professional service corporation, either by itself  or
    41  its  subsidiaries,  making  a contribution or independent expenditure in
    42  New York shall at least annually disclose to its shareholders  and  file
    43  with the secretary of state an accounting of the contributions and inde-
    44  pendent expenditures used for such purposes, including:
    45    (1) the date of the contribution or independent expenditure;
    46    (2) the amount of the contribution or independent expenditure; and
    47    (3)  the identity of the recipient of the contribution, or if an inde-
    48  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    49  tical  party, pending legislation, public policy or a government rule or
    50  regulation supported or opposed.
    51    (d) The secretary  of  state  shall  post  each  foreign  professional
    52  service  corporation's  annual  disclosure on the web site maintained by
    53  the secretary of state.
    54    (e) The attorney general may commence an action or special  proceeding
    55  to enforce the provisions of this section.

        A. 5642--A                          6

     1    §  6.  The  cooperative  corporations  law  is amended by adding a new
     2  section 78 to read as follows:
     3    §  78.  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: (A) 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  (B) a communication that constitutes a candidate debate or forum; or (C)
    34  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  cooperative   corporation
    37  contributions  to  or  expenditures  on  behalf of political candidates,
    38  political committees, party committees, or ballot referendums, before  a
    39  cooperative  corporation may make a contribution or independent expendi-
    40  ture, the cooperative corporation shall at  least  annually  obtain  the
    41  prior  authorization by vote of a majority of the shares or members cast
    42  on such resolution to make contributions or independent expenditures, up
    43  to a stated aggregate annual amount for a stated business purpose.
    44    3. Any cooperative corporation, either by itself or its  subsidiaries,
    45  making a contribution or independent expenditure 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; and
    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.
    55    4.  The  secretary  of state shall post each cooperative corporation's
    56  annual disclosure on the website maintained by the secretary of state.

        A. 5642--A                          7

     1    5.  The attorney general may commence an action or special  proceeding
     2  to enforce the provisions of this section.
     3    §  7.  The  not-for-profit  corporation law is amended by adding a new
     4  section 522 to read as follows:
     5  § 522. 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;
    18    (2) The term "independent expenditure" means an expenditure made by  a
    19  person  for an audio or video communication to a general public audience
    20  via broadcast, cable or satellite or a written communication to a gener-
    21  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    22  brochures,  letterheads or other printed matter and statements or infor-
    23  mation conveyed to five hundred or more  members  of  a  general  public
    24  audience  by  computer  or other electronic devices which: (i) expressly
    25  advocates the election or defeat of a clearly  identified  candidate  or
    26  the  success or defeat of a ballot proposal and (ii) such candidate, the
    27  candidate's political committee or its agents, or a political  committee
    28  formed  to  promote  the  success  or defeat of a ballot proposal or its
    29  agents, did not authorize, request, suggest, foster or cooperate in  any
    30  such  communication.    Independent  expenditures  do not include: (A) a
    31  communication appearing in a written news story, commentary, or editori-
    32  al or distributed through the facilities of  any  broadcasting  station,
    33  cable  or  satellite  unless such publication or facilities are owned or
    34  controlled by any political party, political committee or candidate;  or
    35  (B) a communication that constitutes a candidate debate or forum; or (C)
    36  a  communication  which  constitutes  an  expenditure  made by an entity
    37  required to report such expenditure with a board of elections.
    38    (b) Notwithstanding any other  limits  on  not-for-profit  corporation
    39  contributions to, or expenditures on behalf of, candidates for public or
    40  party  office, political committees, party committees or ballot referen-
    41  dum, before a not-for-profit corporation or any of its subsidiaries  may
    42  make  a  contribution  or  independent  expenditure,  the not-for-profit
    43  corporation shall, at least annually, obtain the prior authorization  by
    44  vote  of  a  majority  of  the members voting on such resolution to make
    45  contributions or independent expenditures up to a stated aggregate annu-
    46  al amount for a stated business purpose.
    47    (c) Any not-for-profit corporation, either by itself  or  its  subsid-
    48  iaries,  making a contribution or independent expenditure shall at least
    49  annually disclose to its members and file with the secretary of state an
    50  accounting of the contributions and independent  expenditures  used  for
    51  such purposes, including:
    52    (1) the date of the contribution or independent expenditure;
    53    (2) the amount of the contribution or independent expenditure; and
    54    (3)  the identity of the recipient of the contribution, or if an inde-
    55  pendent expenditure, the identity of the  candidate,  referendum,  poli-

        A. 5642--A                          8

     1  tical  party, pending legislation, public policy or a government rule or
     2  regulation supported or opposed.
     3    (d)  The  secretary  of  state  shall  post each not-for-profit corpo-
     4  ration's annual disclosure on the website maintained by the secretary of
     5  state.
     6    (e) The attorney general may commence an action or special  proceeding
     7  to enforce the provisions of this section.
     8    § 8. The railroad law is amended by adding a new section 35 to read as
     9  follows:
    10    §  35.  Political  contributions.  1.  Definitions.  When used in this
    11  section:
    12    (a) The term "contribution" means any gift, subscription,  outstanding
    13  loan,  advance,  deposit  of  money  or any thing of value provided to a
    14  political committee, party  committee,  constituted  committee  or  duly
    15  constituted  subcommittee  of  a  county  committee,  as those terms are
    16  defined in article fourteen of the election law,  in  support  or  oppo-
    17  sition  to a candidate for public or party office, referendum, political
    18  party, electioneering communication or any  communication  made  to  the
    19  general  public intended to encourage the public to contact a government
    20  official, candidate for  public  or  party  office  or  political  party
    21  regarding  pending  legislation,  public  policy or a government rule or
    22  regulation;
    23    (b) The term "independent expenditure" means an expenditure made by  a
    24  person  for an audio or video communication to a general public audience
    25  via broadcast, cable or satellite or a written communication to a gener-
    26  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    27  brochures,  letterheads or other printed matter and statements or infor-
    28  mation conveyed to five hundred or more  members  of  a  general  public
    29  audience  by  computer  or other electronic devices which: (i) expressly
    30  advocates the election or defeat of a clearly  identified  candidate  or
    31  the  success or defeat of a ballot proposal and (ii) such candidate, the
    32  candidate's political committee or its agents, or a political  committee
    33  formed  to  promote  the  success  or defeat of a ballot proposal or its
    34  agents, did not authorize, request, suggest, foster or cooperate in  any
    35  such  communication.    Independent  expenditures  do not include: (A) a
    36  communication appearing in a written news story, commentary, or editori-
    37  al or distributed through the facilities of  any  broadcasting  station,
    38  cable  or  satellite  unless such publication or facilities are owned or
    39  controlled by any political party, political committee or candidate;  or
    40  (B) a communication that constitutes a candidate debate or forum; or (C)
    41  a  communication  which  constitutes  an  expenditure  made by an entity
    42  required to report such expenditure with a board of elections.
    43    2. Notwithstanding any other limits on railroad  corporation  contrib-
    44  utions  to  or expenditures on behalf of political candidates, political
    45  committees, party committees, or ballot referendums, before  a  railroad
    46  corporation  may  make  a  contribution  or independent expenditure, the
    47  railroad corporation shall at least annually obtain the  prior  authori-
    48  zation  by  vote  of  a  majority  of the shares or members cast on such
    49  resolution to make contributions or independent expenditures,  up  to  a
    50  stated aggregate annual amount for a stated business purpose.
    51    3.  Any  railroad  corporation,  either by itself or its subsidiaries,
    52  making contributions or independent expenditures shall, at least annual-
    53  ly, disclose to its shareholders and file with the secretary of state an
    54  accounting of the contributions and independent  expenditures  used  for
    55  such purposes, including:
    56    (a) the date of the contribution or independent expenditure;

        A. 5642--A                          9

     1    (b) the amount of the contribution or independent expenditure; and
     2    (c)  the identity of the recipient of the contribution, or if an inde-
     3  pendent expenditure, the identity of the  candidate,  referendum,  poli-
     4  tical  party, pending legislation, public policy or a government rule or
     5  regulation supported or opposed.
     6    4. The secretary of state shall post each railroad corporation's annu-
     7  al disclosure on the website maintained by the secretary of state.
     8    5.  The attorney general may commence an action or special  proceeding
     9  to enforce the provisions of this section.
    10    §  9.  The  transportation corporations law is amended by adding a new
    11  section 8 to read as follows:
    12    § 8. Political contributions.  (a)  Definitions.  When  used  in  this
    13  section:
    14    (1)  The term "contribution" means any gift, subscription, outstanding
    15  loan, advance, deposit of money or any thing  of  value  provided  to  a
    16  political  committee,  party  committee,  constituted  committee or duly
    17  constituted subcommittee of a  county  committee,  as  those  terms  are
    18  defined  in  article  fourteen  of the election law, in support or oppo-
    19  sition to a candidate for public or party office, referendum,  political
    20  party,  electioneering  communication  or  any communication made to the
    21  general public intended to encourage the public to contact a  government
    22  official,  candidate  for  public  or  party  office  or political party
    23  regarding pending legislation, public policy or  a  government  rule  or
    24  regulation;
    25    (2)  The term "independent expenditure" means an expenditure made by a
    26  person for an audio or video communication to a general public  audience
    27  via broadcast, cable or satellite or a written communication to a gener-
    28  al  public  audience  via  advertisements, pamphlets, circulars, flyers,
    29  brochures, letterheads or other printed matter and statements or  infor-
    30  mation  conveyed  to  five  hundred  or more members of a general public
    31  audience by computer or other electronic devices  which:  (i)  expressly
    32  advocates  the  election  or defeat of a clearly identified candidate or
    33  the success or defeat of a ballot proposal and (ii) such candidate,  the
    34  candidate's  political committee or its agents, or a political committee
    35  formed to promote the success or defeat of  a  ballot  proposal  or  its
    36  agents,  did not authorize, request, suggest, foster or cooperate in any
    37  such communication.   Independent expenditures do  not  include:  (A)  a
    38  communication appearing in a written news story, commentary, or editori-
    39  al  or  distributed  through the facilities of any broadcasting station,
    40  cable or satellite unless such publication or facilities  are  owned  or
    41  controlled  by any political party, political committee or candidate; or
    42  (B) a communication that constitutes a candidate debate or forum; or (C)
    43  a communication which constitutes  an  expenditure  made  by  an  entity
    44  required to report such expenditure with a board of elections.
    45    (b)  Notwithstanding  any  other  limits on transportation corporation
    46  contributions to, or expenditures on behalf of, candidates for public or
    47  party office, political committees, party committees or ballot  referen-
    48  dum,  before a transportation corporation or any of its subsidiaries may
    49  make a  contribution  or  independent  expenditure,  the  transportation
    50  corporation  shall, at least annually, obtain the prior authorization by
    51  vote of a majority of  the  shares  cast  on  such  resolution  to  make
    52  contributions or independent expenditures up to a stated aggregate annu-
    53  al amount for a stated business purpose.
    54    (c)  Any  transportation  corporation, either by itself or its subsid-
    55  iaries, making contributions or independent expenditures shall at  least
    56  annually  disclose  to  its  shareholders and file with the secretary of

        A. 5642--A                         10

     1  state an accounting of the contributions  and  independent  expenditures
     2  used for such purposes, including:
     3    (1) the date of the contribution or independent expenditure;
     4    (2) the amount of the contribution or independent expenditure; and
     5    (3)  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.
     9    (d) The secretary of  state  shall  post  each  transportation  corpo-
    10  ration's annual disclosure on the website maintained by the secretary of
    11  state.
    12    (e)  The attorney general may commence an action or special proceeding
    13  to enforce the provisions of this section.
    14    § 10. The banking law is amended by adding a new section 5017 to  read
    15  as follows:
    16    §  5017.  Political  contributions.  1. Definitions. When used in this
    17  section:
    18    (a) The term "contribution" means any gift, subscription,  outstanding
    19  loan,  advance,  deposit  of  money  or any thing of value provided to a
    20  political committee, party  committee,  constituted  committee  or  duly
    21  constituted  subcommittee  of  a  county  committee,  as those terms are
    22  defined in article fourteen of the election law,  in  support  or  oppo-
    23  sition  to a candidate for public or party office, referendum, political
    24  party, electioneering communication or any  communication  made  to  the
    25  general  public intended to encourage the public to contact a government
    26  official, candidate for  public  or  party  office  or  political  party
    27  regarding  pending  legislation,  public  policy or a government rule or
    28  regulation;
    29    (b) The term "independent expenditure" means an expenditure made by  a
    30  person  for an audio or video communication to a general public audience
    31  via broadcast, cable or satellite or a written communication to a gener-
    32  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    33  brochures,  letterheads or other printed matter and statements or infor-
    34  mation conveyed to five hundred or more  members  of  a  general  public
    35  audience  by  computer  or other electronic devices which: (i) expressly
    36  advocates the election or defeat of a clearly  identified  candidate  or
    37  the  success or defeat of a ballot proposal and (ii) such candidate, the
    38  candidate's political committee or its agents, or a political  committee
    39  formed  to  promote  the  success  or defeat of a ballot proposal or its
    40  agents, did not authorize, request, suggest, foster or cooperate in  any
    41  such  communication.    Independent  expenditures  do not include: (A) a
    42  communication appearing in a written news story, commentary, or editori-
    43  al or distributed through the facilities of  any  broadcasting  station,
    44  cable  or  satellite  unless such publication or facilities are owned or
    45  controlled by any political party, political committee or candidate;  or
    46  (B) a communication that constitutes a candidate debate or forum; or (C)
    47  a  communication  which  constitutes  an  expenditure  made by an entity
    48  required to report such expenditure with a board of elections.
    49    2. Notwithstanding any other limits on corporation contributions to or
    50  expenditures on behalf of political  candidates,  political  committees,
    51  party committees, or ballot referendums, before a corporation may make a
    52  contribution  or independent expenditure, the corporation shall at least
    53  annually obtain the prior authorization by vote of  a  majority  of  the
    54  shares or members cast on such resolution to make contributions or inde-
    55  pendent expenditures, up to a stated aggregate annual amount for a stat-
    56  ed business purpose.

        A. 5642--A                         11

     1    3.  Any  corporation,  either  by itself or its subsidiaries, making a
     2  contribution  or  independent  expenditure  shall,  at  least  annually,
     3  disclose  to  its  shareholders  and file with the secretary of state an
     4  accounting of the contributions and independent  expenditures  used  for
     5  such purposes, including:
     6    (a) the date of the contribution or independent expenditure;
     7    (b) the amount of the contribution or independent expenditure; and
     8    (c)  the identity of the recipient of the contribution, or if an inde-
     9  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    10  tical  party, pending legislation, public policy or a government rule or
    11  regulation supported or opposed.
    12    4. The secretary of state shall post each corporation's annual disclo-
    13  sure on the website maintained by the secretary of state.
    14    5. The attorney general may commence an action or  special  proceeding
    15  to enforce the provisions of this section.
    16    §  11.  The  limited  liability company law is amended by adding a new
    17  section 510 to read as follows:
    18    § 510. Political contributions. (a) Definitions.  When  used  in  this
    19  section:
    20    (1)  The term "contribution" means any gift, subscription, outstanding
    21  loan, advance, deposit of money or any thing  of  value  provided  to  a
    22  political  committee,  party  committee,  constituted  committee or duly
    23  constituted subcommittee of a  county  committee,  as  those  terms  are
    24  defined  in  article  fourteen  of the election law, in support or oppo-
    25  sition to a candidate for public or party office, referendum,  political
    26  party,  electioneering  communication  or  any communication made to the
    27  general public intended to encourage the public to contact a  government
    28  official,  candidate  for  public  or  party  office  or political party
    29  regarding pending legislation, public policy or  a  government  rule  or
    30  regulation;
    31    (2)  The term "independent expenditure" means an expenditure made by a
    32  person for an audio or video communication to a general public  audience
    33  via broadcast, cable or satellite or a written communication to a gener-
    34  al  public  audience  via  advertisements, pamphlets, circulars, flyers,
    35  brochures, letterheads or other printed matter and statements or  infor-
    36  mation  conveyed  to  five  hundred  or more members of a general public
    37  audience by computer or other electronic devices  which:  (i)  expressly
    38  advocates  the  election  or defeat of a clearly identified candidate or
    39  the success or defeat of a ballot proposal and (ii) such candidate,  the
    40  candidate's  political committee or its agents, or a political committee
    41  formed to promote the success or defeat of  a  ballot  proposal  or  its
    42  agents,  did not authorize, request, suggest, foster or cooperate in any
    43  such communication.   Independent expenditures do  not  include:  (A)  a
    44  communication appearing in a written news story, commentary, or editori-
    45  al  or  distributed  through the facilities of any broadcasting station,
    46  cable or satellite unless such publication or facilities  are  owned  or
    47  controlled  by any political party, political committee or candidate; or
    48  (B) a communication that constitutes a candidate debate or forum; or (C)
    49  a communication which constitutes  an  expenditure  made  by  an  entity
    50  required to report such expenditure with a board of elections.
    51    (b)  Notwithstanding any other limits on contributions to, or expendi-
    52  tures on behalf of, candidates for public  or  party  office,  political
    53  committees,  party  committees  or  ballot  referendum, before a limited
    54  liability company may make a contribution  or  independent  expenditure,
    55  the limited liability company shall, at least annually, obtain the prior
    56  authorization  by  vote of a majority of the members or managers cast on

        A. 5642--A                         12

     1  such resolution to make contributions or independent expenditures up  to
     2  a stated aggregate annual amount for a stated business purpose.
     3    (c)  Any  limited  liability  company, either by itself or its subsid-
     4  iaries, making a contribution or independent expenditure shall at  least
     5  annually disclose to its members or managers 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; and
    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.
    14    (d) The secretary of state shall post each limited liability company's
    15  annual disclosure on the website maintained by the secretary of state.
    16    (e) The attorney general may commence an action or special  proceeding
    17  to enforce the provisions of this section.
    18    §  12.  Severability.  If  any clause, sentence, paragraph, section or
    19  part of this act shall be adjudged by any court of  competent  jurisdic-
    20  tion  to be invalid and after exhaustion of all further judicial review,
    21  the judgment shall not affect, impair or invalidate the remainder there-
    22  of, but shall be confined in its  operation  to  the  clause,  sentence,
    23  paragraph,  section or part of this act directly involved in the contro-
    24  versy in which the judgment shall have been rendered.
    25    § 13. This act shall take effect on the first of August next  succeed-
    26  ing the date on which it shall have become a law.
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