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


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) 2019-02-14 - referred to election law [A05642 Detail]

Download: New_York-2019-A05642-Introduced.html


                STATE OF NEW YORK
        ________________________________________________________________________
                                          5642
                               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
        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
    20  via broadcast, cable or satellite or a written communication to a gener-
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD00804-01-9

        A. 5642                             2
     1  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
     2  brochures,  letterheads or other printed matter and statements or infor-
     3  mation conveyed to five hundred or more  members  of  a  general  public
     4  audience  by  computer  or other electronic devices which: (i) expressly
     5  advocates the election or defeat of a clearly  identified  candidate  or
     6  the  success or defeat of a ballot proposal and (ii) such candidate, the
     7  candidate's political committee or its agents, or a political  committee
     8  formed  to  promote  the  success  or defeat of a ballot proposal or its
     9  agents, did not authorize, request, suggest, foster or cooperate in  any
    10  such  communication.    Independent  expenditures  do not include: (A) a
    11  communication appearing in a written news story, commentary, or editori-
    12  al or distributed through the facilities of  any  broadcasting  station,
    13  cable  or  satellite  unless such publication or facilities are owned or
    14  controlled by any political party, political committee or candidate;  or
    15  (B) a communication that constitutes a candidate debate or forum; or (C)
    16  a  communication  which  constitutes  an  expenditure  made by an entity
    17  required to report such expenditure with a board of elections.
    18    (b) Notwithstanding any other limits on corporate contributions to, or
    19  expenditures on behalf of, candidates for public or party office,  poli-
    20  tical committees, party committees or ballot referendum, before a corpo-
    21  ration or any of its subsidiaries may make a contribution or independent
    22  expenditure,  the corporation shall, at least annually, obtain the prior
    23  authorization by vote of a majority of the shares cast  on  such  resol-
    24  ution  to  make contributions or independent expenditures up to a stated
    25  aggregate annual amount.
    26    (c) Any corporation, either by itself or its  subsidiaries,  making  a
    27  contribution or independent expenditure shall at least annually disclose
    28  to  its  shareholders and file with the secretary of state an accounting
    29  of  the  contributions  and  independent  expenditures  used  for   such
    30  purposes, including:
    31    (1) the date of the contribution or independent expenditure;
    32    (2) the amount of the contribution or independent expenditure;
    33    (3)  the identity of the recipient of the contribution, or if an inde-
    34  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    35  tical  party, pending legislation, public policy or a government rule or
    36  regulation supported or opposed; and
    37    (4) the business rationale for each such contribution  or  independent
    38  expenditure.
    39    (d)  The  secretary  of  state  shall  post  each corporation's annual
    40  disclosure on the website maintained by the secretary of state.
    41    (e) The attorney general may commence an action or special  proceeding
    42  to enforce the provisions of this section.
    43    §  3.  The business corporation law is amended by adding a new section
    44  1321 to read as follows:
    45  § 1321. Political contributions.
    46    (a) Definitions. When used in this section:
    47    (1) The term "contribution" means any gift, subscription,  outstanding
    48  loan,  advance,  deposit  of  money  or any thing of value provided to a
    49  political committee, party  committee,  constituted  committee  or  duly
    50  constituted  subcommittee  of  a  county  committee,  as those terms are
    51  defined in article fourteen of the election law,  in  support  or  oppo-
    52  sition  to a candidate for public or party office, referendum, political
    53  party, electioneering communication or any  communication  made  to  the
    54  general  public intended to encourage the public to contact a government
    55  official, candidate for  public  or  party  office  or  political  party

        A. 5642                             3
     1  regarding  pending  legislation,  public  policy or a government rule or
     2  regulation;
     3    (2)  The term "independent expenditure" means an expenditure made by a
     4  person for an audio or video communication to a general public  audience
     5  via broadcast, cable or satellite or a written communication to a gener-
     6  al  public  audience  via  advertisements, pamphlets, circulars, flyers,
     7  brochures, letterheads or other printed matter and statements or  infor-
     8  mation  conveyed  to  five  hundred  or more members of a general public
     9  audience by computer or other electronic devices  which:  (i)  expressly
    10  advocates  the  election  or defeat of a clearly identified candidate or
    11  the success or defeat of a ballot proposal and (ii) such candidate,  the
    12  candidate's  political committee or its agents, or a political committee
    13  formed to promote the success or defeat of  a  ballot  proposal  or  its
    14  agents,  did not authorize, request, suggest, foster or cooperate in any
    15  such communication.   Independent expenditures do  not  include:  (A)  a
    16  communication appearing in a written news story, commentary, or editori-
    17  al  or  distributed  through the facilities of any broadcasting station,
    18  cable or satellite unless such publication or facilities  are  owned  or
    19  controlled  by any political party, political committee or candidate; or
    20  (B) a communication that constitutes a candidate debate or forum; or (C)
    21  a communication which constitutes  an  expenditure  made  by  an  entity
    22  required to report such expenditure with a board of elections.
    23    (b) Notwithstanding any other limits on corporate contributions to, or
    24  expenditures  on behalf of, candidates for public or party office, poli-
    25  tical committees,  party  committees  or  ballot  referendum,  before  a
    26  foreign  corporation  doing  business  in  the  state in accordance with
    27  section thirteen hundred one of this article may make a contribution  or
    28  independent  expenditure  in New York, the foreign corporation shall, at
    29  least annually, obtain the prior authorization by vote of a majority  of
    30  the  shares cast on such resolution to make contributions or independent
    31  expenditures up to a stated aggregate annual amount.
    32    (c) Any foreign corporation, either by  itself  or  its  subsidiaries,
    33  making  a  contribution  or independent expenditure in New York shall at
    34  least annually disclose to its shareholders and file with the  secretary
    35  of state an accounting of the contributions and independent expenditures
    36  used for such purposes, including:
    37    (1) the date of the contribution or independent expenditure;
    38    (2) the amount of the contribution or independent expenditure;
    39    (3)  the identity of the recipient of the contribution, or if an inde-
    40  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    41  tical  party, pending legislation, public policy or a government rule or
    42  regulation supported or opposed; and
    43    (4) the business rationale for each such contribution  or  independent
    44  expenditure.
    45    (d) The secretary of state shall post each foreign corporation's annu-
    46  al disclosure on the website maintained by the secretary of state.
    47    (e)  The attorney general may commence an action or special proceeding
    48  to enforce the provisions of this section.
    49    § 4. The business corporation law is amended by adding a  new  section
    50  1517 to read as follows:
    51  § 1517. Political contributions.
    52    (a) Definitions. When used in this section:
    53    (1)  The term "contribution" means any gift, subscription, outstanding
    54  loan, advance, deposit of money or any thing  of  value  provided  to  a
    55  political  committee,  party  committee,  constituted  committee or duly
    56  constituted subcommittee of a  county  committee,  as  those  terms  are

        A. 5642                             4
     1  defined  in  article  fourteen  of the election law, in support or oppo-
     2  sition to a candidate for public or party office, referendum,  political
     3  party,  electioneering  communication  or  any communication made to the
     4  general  public intended to encourage the public to contact a government
     5  official, candidate for  public  or  party  office  or  political  party
     6  regarding  pending  legislation,  public  policy or a government rule or
     7  regulation;
     8    (2) The term "independent expenditure" means an expenditure made by  a
     9  person  for an audio or video communication to a general public audience
    10  via broadcast, cable or satellite or a written communication to a gener-
    11  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    12  brochures,  letterheads or other printed matter and statements or infor-
    13  mation conveyed to five hundred or more  members  of  a  general  public
    14  audience  by  computer  or other electronic devices which: (i) expressly
    15  advocates the election or defeat of a clearly  identified  candidate  or
    16  the  success or defeat of a ballot proposal and (ii) such candidate, the
    17  candidate's political committee or its agents, or a political  committee
    18  formed  to  promote  the  success  or defeat of a ballot proposal or its
    19  agents, did not authorize, request, suggest, foster or cooperate in  any
    20  such  communication.    Independent  expenditures  do not include: (A) a
    21  communication appearing in a written news story, commentary, or editori-
    22  al or distributed through the facilities of  any  broadcasting  station,
    23  cable  or  satellite  unless such publication or facilities are owned or
    24  controlled by any political party, political committee or candidate;  or
    25  (B) a communication that constitutes a candidate debate or forum; or (C)
    26  a  communication  which  constitutes  an  expenditure  made by an entity
    27  required to report such expenditure with a board of elections.
    28    (b) Notwithstanding any other limits on  professional  service  corpo-
    29  ration  contributions  to,  or expenditures on behalf of, candidates for
    30  public or party office, political committees, party committees or ballot
    31  referendum,  before  a  professional  service  corporation  may  make  a
    32  contribution or independent expenditure, the professional service corpo-
    33  ration  shall, at least annually, obtain the prior authorization by vote
    34  of a majority of the shares cast on such  resolution  to  make  contrib-
    35  utions  or  independent  expenditures  up  to  a stated aggregate annual
    36  amount.
    37    (c) Any professional service corporation,  either  by  itself  or  its
    38  subsidiaries,  making a contribution or independent expenditure shall at
    39  least annually disclose to its shareholders and file with the  secretary
    40  of state an accounting of the contributions and independent expenditures
    41  used for such purposes, including:
    42    (1) the date of the contribution or independent expenditure;
    43    (2) the amount of the contribution or independent expenditure;
    44    (3)  the identity of the recipient of the contribution, or if an inde-
    45  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    46  tical  party, pending legislation, public policy or a government rule or
    47  regulation supported or opposed; and
    48    (4) the business rationale for each such contribution  or  independent
    49  expenditure.
    50    (d) The secretary of state shall post each professional service corpo-
    51  ration's annual disclosure on the website maintained by the secretary of
    52  state.
    53    (e)  The attorney general may commence an action or special proceeding
    54  to enforce the provisions of this section.
    55    § 5. The business corporation law is amended by adding a  new  section
    56  1534 to read as follows:

        A. 5642                             5
     1  § 1534. Political contributions.
     2    (a) Definitions. When used in this section:
     3    (1)  The term "contribution" means any gift, subscription, outstanding
     4  loan, advance, deposit of money or any thing  of  value  provided  to  a
     5  political  committee,  party  committee,  constituted  committee or duly
     6  constituted subcommittee of a  county  committee,  as  those  terms  are
     7  defined  in  article  fourteen  of the election law, in support or oppo-
     8  sition to a candidate for public or party office, referendum,  political
     9  party,  electioneering  communication  or  any communication made to the
    10  general public intended to encourage the public to contact a  government
    11  official,  candidate  for  public  or  party  office  or political party
    12  regarding pending legislation, public policy or  a  government  rule  or
    13  regulation;
    14    (2)  The term "independent expenditure" means an expenditure made by a
    15  person for an audio or video communication to a general public  audience
    16  via broadcast, cable or satellite or a written communication to a gener-
    17  al  public  audience  via  advertisements, pamphlets, circulars, flyers,
    18  brochures, letterheads or other printed matter and statements or  infor-
    19  mation  conveyed  to  five  hundred  or more members of a general public
    20  audience by computer or other electronic devices  which:  (i)  expressly
    21  advocates  the  election  or defeat of a clearly identified candidate or
    22  the success or defeat of a ballot proposal and (ii) such candidate,  the
    23  candidate's  political committee or its agents, or a political committee
    24  formed to promote the success or defeat of  a  ballot  proposal  or  its
    25  agents,  did not authorize, request, suggest, foster or cooperate in any
    26  such communication.   Independent expenditures do  not  include:  (A)  a
    27  communication appearing in a written news story, commentary, or editori-
    28  al  or  distributed  through the facilities of any broadcasting station,
    29  cable or satellite unless such publication or facilities  are  owned  or
    30  controlled  by any political party, political committee or candidate; or
    31  (B) a communication that constitutes a candidate debate or forum; or (C)
    32  a communication which constitutes  an  expenditure  made  by  an  entity
    33  required to report such expenditure with a board of elections.
    34    (b)  Notwithstanding  any other limits on foreign professional service
    35  corporation contributions to, or expenditures on behalf  of,  candidates
    36  for  public  or  party office, political committees, party committees or
    37  ballot referendum, before a foreign professional service corporation, as
    38  defined by subdivision (d) of section  fifteen  hundred  twenty-five  of
    39  this  article, may make a contribution or independent expenditure in New
    40  York, the foreign professional service corporation shall, at least annu-
    41  ally, obtain the prior authorization by vote of a majority of the shares
    42  cast on such resolution to make contributions  or  independent  expendi-
    43  tures up to a stated aggregate annual amount.
    44    (c)  Any foreign professional service corporation, either by itself or
    45  its subsidiaries, making a contribution or  independent  expenditure  in
    46  New  York  shall at least annually disclose to its shareholders and file
    47  with the secretary of state an accounting of the contributions and inde-
    48  pendent expenditures used for such purposes, including:
    49    (1) the date of the contribution or independent expenditure;
    50    (2) the amount of the contribution or independent expenditure;
    51    (3) 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    (4)  the  business rationale for each such contribution or independent
    56  expenditure.

        A. 5642                             6
     1    (d) The secretary  of  state  shall  post  each  foreign  professional
     2  service  corporation's  annual  disclosure on the web site maintained by
     3  the secretary of state.
     4    (e)  The attorney general may commence an action or special proceeding
     5  to enforce the provisions of this section.
     6    § 6. The cooperative corporations law  is  amended  by  adding  a  new
     7  section 78 to read as follows:
     8    §  78.  Political  contributions.  1.  Definitions.  When used in this
     9  section:
    10    (a) The term "contribution" means any gift, subscription,  outstanding
    11  loan,  advance,  deposit  of  money  or any thing of value provided to a
    12  political committee, party  committee,  constituted  committee  or  duly
    13  constituted  subcommittee  of  a  county  committee,  as those terms are
    14  defined in article fourteen of the election law,  in  support  or  oppo-
    15  sition  to a candidate for public or party office, referendum, political
    16  party, electioneering communication or any  communication  made  to  the
    17  general  public intended to encourage the public to contact a government
    18  official, candidate for  public  or  party  office  or  political  party
    19  regarding  pending  legislation,  public  policy or a government rule or
    20  regulation;
    21    (b) The term "independent expenditure" means an expenditure made by  a
    22  person  for an audio or video communication to a general public audience
    23  via broadcast, cable or satellite or a written communication to a gener-
    24  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    25  brochures,  letterheads or other printed matter and statements or infor-
    26  mation conveyed to five hundred or more  members  of  a  general  public
    27  audience  by  computer  or other electronic devices which: (i) expressly
    28  advocates the election or defeat of a clearly  identified  candidate  or
    29  the  success or defeat of a ballot proposal and (ii) such candidate, the
    30  candidate's political committee or its agents, or a political  committee
    31  formed  to  promote  the  success  or defeat of a ballot proposal or its
    32  agents, did not authorize, request, suggest, foster or cooperate in  any
    33  such  communication.    Independent  expenditures  do not include: (A) a
    34  communication appearing in a written news story, commentary, or editori-
    35  al or distributed through the facilities of  any  broadcasting  station,
    36  cable  or  satellite  unless such publication or facilities are owned or
    37  controlled by any political party, political committee or candidate;  or
    38  (B) a communication that constitutes a candidate debate or forum; or (C)
    39  a  communication  which  constitutes  an  expenditure  made by an entity
    40  required to report such expenditure with a board of elections.
    41    2.  Notwithstanding  any  other  limits  on  cooperative   corporation
    42  contributions  to  or  expenditures  on  behalf of political candidates,
    43  political committees, party committees, or ballot referendums, before  a
    44  cooperative  corporation may make a contribution or independent expendi-
    45  ture, the cooperative corporation shall at  least  annually  obtain  the
    46  prior  authorization by vote of a majority of the shares or members cast
    47  on such resolution to make contributions or independent expenditures, up
    48  to a stated aggregate annual amount.
    49    3. Any cooperative corporation, either by itself or its  subsidiaries,
    50  making a contribution or independent expenditure shall, at least annual-
    51  ly, disclose to its shareholders and file with the secretary of state an
    52  accounting  of  the  contributions and independent expenditures used for
    53  such purposes, including:
    54    (a) the date of the contribution or independent expenditure;
    55    (b) the amount of the contribution or independent expenditure;

        A. 5642                             7
     1    (c) 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    (d)  the  business rationale for each such contribution or independent
     6  expenditure.
     7    4. The secretary of state shall post  each  cooperative  corporation's
     8  annual disclosure on the website maintained by the secretary of state.
     9    5.   The attorney general may commence an action or special proceeding
    10  to enforce the provisions of this section.
    11    § 7. The not-for-profit corporation law is amended  by  adding  a  new
    12  section 522 to read as follows:
    13  § 522. Political contributions.
    14    (a) Definitions. When used in this section:
    15    (1)  The term "contribution" means any gift, subscription, outstanding
    16  loan, advance, deposit of money or any thing  of  value  provided  to  a
    17  political  committee,  party  committee,  constituted  committee or duly
    18  constituted subcommittee of a  county  committee,  as  those  terms  are
    19  defined  in  article  fourteen  of the election law, in support or oppo-
    20  sition to a candidate for public or party office, referendum,  political
    21  party,  electioneering  communication  or  any communication made to the
    22  general public intended to encourage the public to contact a  government
    23  official,  candidate  for  public  or  party  office  or political party
    24  regarding pending legislation, public policy or  a  government  rule  or
    25  regulation;
    26    (2)  The term "independent expenditure" means an expenditure made by a
    27  person for an audio or video communication to a general public  audience
    28  via broadcast, cable or satellite or a written communication to a gener-
    29  al  public  audience  via  advertisements, pamphlets, circulars, flyers,
    30  brochures, letterheads or other printed matter and statements or  infor-
    31  mation  conveyed  to  five  hundred  or more members of a general public
    32  audience by computer or other electronic devices  which:  (i)  expressly
    33  advocates  the  election  or defeat of a clearly identified candidate or
    34  the success or defeat of a ballot proposal and (ii) such candidate,  the
    35  candidate's  political committee or its agents, or a political committee
    36  formed to promote the success or defeat of  a  ballot  proposal  or  its
    37  agents,  did not authorize, request, suggest, foster or cooperate in any
    38  such communication.   Independent expenditures do  not  include:  (A)  a
    39  communication appearing in a written news story, commentary, or editori-
    40  al  or  distributed  through the facilities of any broadcasting station,
    41  cable or satellite unless such publication or facilities  are  owned  or
    42  controlled  by any political party, political committee or candidate; or
    43  (B) a communication that constitutes a candidate debate or forum; or (C)
    44  a communication which constitutes  an  expenditure  made  by  an  entity
    45  required to report such expenditure with a board of elections.
    46    (b)  Notwithstanding  any  other  limits on not-for-profit corporation
    47  contributions to, or expenditures on behalf of, candidates for public or
    48  party office, political committees, party committees or ballot  referen-
    49  dum,  before a not-for-profit corporation or any of its subsidiaries may
    50  make a  contribution  or  independent  expenditure,  the  not-for-profit
    51  corporation  shall, at least annually, obtain the prior authorization by
    52  vote of a majority of the members voting  on  such  resolution  to  make
    53  contributions or independent expenditures up to a stated aggregate annu-
    54  al amount.
    55    (c)  Any  not-for-profit  corporation, either by itself or its subsid-
    56  iaries, making a contribution or independent expenditure shall at  least

        A. 5642                             8
     1  annually disclose to its members and file with the secretary of state an
     2  accounting  of  the  contributions and independent expenditures used for
     3  such purposes, including:
     4    (1) the date of the contribution or independent expenditure;
     5    (2) the amount of the contribution or independent expenditure;
     6    (3)  the identity of the recipient of the contribution, or if an inde-
     7  pendent expenditure, the identity of the  candidate,  referendum,  poli-
     8  tical  party, pending legislation, public policy or a government rule or
     9  regulation supported or opposed; and
    10    (4) the business rationale for each such contribution  or  independent
    11  expenditure.
    12    (d)  The  secretary  of  state  shall  post each not-for-profit corpo-
    13  ration's annual disclosure on the website maintained by the secretary of
    14  state.
    15    (e) The attorney general may commence an action or special  proceeding
    16  to enforce the provisions of this section.
    17    § 8. The railroad law is amended by adding a new section 35 to read as
    18  follows:
    19    §  35.  Political  contributions.  1.  Definitions.  When used in this
    20  section:
    21    (a) The term "contribution" means any gift, subscription,  outstanding
    22  loan,  advance,  deposit  of  money  or any thing of value provided to a
    23  political committee, party  committee,  constituted  committee  or  duly
    24  constituted  subcommittee  of  a  county  committee,  as those terms are
    25  defined in article fourteen of the election law,  in  support  or  oppo-
    26  sition  to a candidate for public or party office, referendum, political
    27  party, electioneering communication or any  communication  made  to  the
    28  general  public intended to encourage the public to contact a government
    29  official, candidate for  public  or  party  office  or  political  party
    30  regarding  pending  legislation,  public  policy or a government rule or
    31  regulation;
    32    (b) The term "independent expenditure" means an expenditure made by  a
    33  person  for an audio or video communication to a general public audience
    34  via broadcast, cable or satellite or a written communication to a gener-
    35  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    36  brochures,  letterheads or other printed matter and statements or infor-
    37  mation conveyed to five hundred or more  members  of  a  general  public
    38  audience  by  computer  or other electronic devices which: (i) expressly
    39  advocates the election or defeat of a clearly  identified  candidate  or
    40  the  success or defeat of a ballot proposal and (ii) such candidate, the
    41  candidate's political committee or its agents, or a political  committee
    42  formed  to  promote  the  success  or defeat of a ballot proposal or its
    43  agents, did not authorize, request, suggest, foster or cooperate in  any
    44  such  communication.    Independent  expenditures  do not include: (A) a
    45  communication appearing in a written news story, commentary, or editori-
    46  al or distributed through the facilities of  any  broadcasting  station,
    47  cable  or  satellite  unless such publication or facilities are owned or
    48  controlled by any political party, political committee or candidate;  or
    49  (B) a communication that constitutes a candidate debate or forum; or (C)
    50  a  communication  which  constitutes  an  expenditure  made by an entity
    51  required to report such expenditure with a board of elections.
    52    2. Notwithstanding any other limits on railroad  corporation  contrib-
    53  utions  to  or expenditures on behalf of political candidates, political
    54  committees, party committees, or ballot referendums, before  a  railroad
    55  corporation  may  make  a  contribution  or independent expenditure, the
    56  railroad corporation shall at least annually obtain the  prior  authori-

        A. 5642                             9
     1  zation  by  vote  of  a  majority  of the shares or members cast on such
     2  resolution to make contributions or independent expenditures,  up  to  a
     3  stated aggregate annual amount.
     4    3.  Any  railroad  corporation,  either by itself or its subsidiaries,
     5  making contributions or independent expenditures shall, at least annual-
     6  ly, disclose to its shareholders and file with the secretary of state an
     7  accounting of the contributions and independent  expenditures  used  for
     8  such purposes, including:
     9    (a) the date of the contribution or independent expenditure;
    10    (b) the amount of the contribution or independent expenditure;
    11    (c)  the identity of the recipient of the contribution, or if an inde-
    12  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    13  tical  party, pending legislation, public policy or a government rule or
    14  regulation supported or opposed; and
    15    (d) the business rationale for each such contribution  or  independent
    16  expenditure.
    17    4. The secretary of state shall post each railroad corporation's annu-
    18  al disclosure on the website maintained by the secretary of state.
    19    5.   The attorney general may commence an action or special proceeding
    20  to enforce the provisions of this section.
    21    § 9. The transportation corporations law is amended by  adding  a  new
    22  section 7 to read as follows:
    23    §  7.  Political  contributions.  (a)  Definitions.  When used in this
    24  section:
    25    (1) The term "contribution" means any gift, subscription,  outstanding
    26  loan,  advance,  deposit  of  money  or any thing of value provided to a
    27  political committee, party  committee,  constituted  committee  or  duly
    28  constituted  subcommittee  of  a  county  committee,  as those terms are
    29  defined in article fourteen of the election law,  in  support  or  oppo-
    30  sition  to a candidate for public or party office, referendum, political
    31  party, electioneering communication or any  communication  made  to  the
    32  general  public intended to encourage the public to contact a government
    33  official, candidate for  public  or  party  office  or  political  party
    34  regarding  pending  legislation,  public  policy or a government rule or
    35  regulation;
    36    (2) The term "independent expenditure" means an expenditure made by  a
    37  person  for an audio or video communication to a general public audience
    38  via broadcast, cable or satellite or a written communication to a gener-
    39  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    40  brochures,  letterheads or other printed matter and statements or infor-
    41  mation conveyed to five hundred or more  members  of  a  general  public
    42  audience  by  computer  or other electronic devices which: (i) expressly
    43  advocates the election or defeat of a clearly  identified  candidate  or
    44  the  success or defeat of a ballot proposal and (ii) such candidate, the
    45  candidate's political committee or its agents, or a political  committee
    46  formed  to  promote  the  success  or defeat of a ballot proposal or its
    47  agents, did not authorize, request, suggest, foster or cooperate in  any
    48  such  communication.    Independent  expenditures  do not include: (A) a
    49  communication appearing in a written news story, commentary, or editori-
    50  al or distributed through the facilities of  any  broadcasting  station,
    51  cable  or  satellite  unless such publication or facilities are owned or
    52  controlled by any political party, political committee or candidate;  or
    53  (B) a communication that constitutes a candidate debate or forum; or (C)
    54  a  communication  which  constitutes  an  expenditure  made by an entity
    55  required to report such expenditure with a board of elections.

        A. 5642                            10
     1    (b) Notwithstanding any other  limits  on  transportation  corporation
     2  contributions to, or expenditures on behalf of, candidates for public or
     3  party  office, political committees, party committees or ballot referen-
     4  dum, before a transportation corporation or any of its subsidiaries  may
     5  make  a  contribution  or  independent  expenditure,  the transportation
     6  corporation shall, at least annually, obtain the prior authorization  by
     7  vote  of  a  majority  of  the  shares  cast  on such resolution to make
     8  contributions or independent expenditures up to a stated aggregate annu-
     9  al amount.
    10    (c) Any transportation corporation, either by itself  or  its  subsid-
    11  iaries,  making contributions or independent expenditures shall at least
    12  annually disclose to its shareholders and file  with  the  secretary  of
    13  state  an  accounting  of the contributions and independent expenditures
    14  used for such purposes, including:
    15    (1) the date of the contribution or independent expenditure;
    16    (2) the amount of the contribution or independent expenditure;
    17    (3) the identity of the recipient of the contribution, or if an  inde-
    18  pendent  expenditure,  the  identity of the candidate, referendum, poli-
    19  tical party, pending legislation, public policy or a government rule  or
    20  regulation supported or opposed; and
    21    (4)  the  business rationale for each such contribution or independent
    22  expenditure.
    23    (d) The secretary of  state  shall  post  each  transportation  corpo-
    24  ration's annual disclosure on the website maintained by the secretary of
    25  state.
    26    (e)  The attorney general may commence an action or special proceeding
    27  to enforce the provisions of this section.
    28    § 10. The banking law is amended by adding a new section 5017 to  read
    29  as follows:
    30    §  5017.  Political  contributions.  1. Definitions. When used in this
    31  section:
    32    (a) The term "contribution" means any gift, subscription,  outstanding
    33  loan,  advance,  deposit  of  money  or any thing of value provided to a
    34  political committee, party  committee,  constituted  committee  or  duly
    35  constituted  subcommittee  of  a  county  committee,  as those terms are
    36  defined in article fourteen of the election law,  in  support  or  oppo-
    37  sition  to a candidate for public or party office, referendum, political
    38  party, electioneering communication or any  communication  made  to  the
    39  general  public intended to encourage the public to contact a government
    40  official, candidate for  public  or  party  office  or  political  party
    41  regarding  pending  legislation,  public  policy or a government rule or
    42  regulation;
    43    (b) The term "independent expenditure" means an expenditure made by  a
    44  person  for an audio or video communication to a general public audience
    45  via broadcast, cable or satellite or a written communication to a gener-
    46  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    47  brochures,  letterheads or other printed matter and statements or infor-
    48  mation conveyed to five hundred or more  members  of  a  general  public
    49  audience  by  computer  or other electronic devices which: (i) expressly
    50  advocates the election or defeat of a clearly  identified  candidate  or
    51  the  success or defeat of a ballot proposal and (ii) such candidate, the
    52  candidate's political committee or its agents, or a political  committee
    53  formed  to  promote  the  success  or defeat of a ballot proposal or its
    54  agents, did not authorize, request, suggest, foster or cooperate in  any
    55  such  communication.    Independent  expenditures  do not include: (A) a
    56  communication appearing in a written news story, commentary, or editori-

        A. 5642                            11
     1  al or distributed through the facilities of  any  broadcasting  station,
     2  cable  or  satellite  unless such publication or facilities are owned or
     3  controlled by any political party, political committee or candidate;  or
     4  (B) a communication that constitutes a candidate debate or forum; or (C)
     5  a  communication  which  constitutes  an  expenditure  made by an entity
     6  required to report such expenditure with a board of elections.
     7    2. Notwithstanding any other limits on corporation contributions to or
     8  expenditures on behalf of political  candidates,  political  committees,
     9  party committees, or ballot referendums, before a corporation may make a
    10  contribution  or independent expenditure, the corporation shall at least
    11  annually obtain the prior authorization by vote of  a  majority  of  the
    12  shares or members cast on such resolution to make contributions or inde-
    13  pendent expenditures, up to a stated aggregate annual amount.
    14    3.  Any  corporation,  either  by itself or its subsidiaries, making a
    15  contribution  or  independent  expenditure  shall,  at  least  annually,
    16  disclose  to  its  shareholders  and file with the secretary of state an
    17  accounting of the contributions and independent  expenditures  used  for
    18  such purposes, including:
    19    (a) the date of the contribution or independent expenditure;
    20    (b) the amount of the contribution or independent expenditure;
    21    (c)  the identity of the recipient of the contribution, or if an inde-
    22  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    23  tical  party, pending legislation, public policy or a government rule or
    24  regulation supported or opposed; and
    25    (d) the business rationale for each such contribution  or  independent
    26  expenditure.
    27    4. The secretary of state shall post each corporation's annual disclo-
    28  sure on the website maintained by the secretary of state.
    29    5.  The  attorney general may commence an action or special proceeding
    30  to enforce the provisions of this section.
    31    § 11. The limited liability company law is amended  by  adding  a  new
    32  section 510 to read as follows:
    33    §  510.  Political  contributions.  (a) Definitions. When used in this
    34  section:
    35    (1) The term "contribution" means any gift, subscription,  outstanding
    36  loan,  advance,  deposit  of  money  or any thing of value provided to a
    37  political committee, party  committee,  constituted  committee  or  duly
    38  constituted  subcommittee  of  a  county  committee,  as those terms are
    39  defined in article fourteen of the election law,  in  support  or  oppo-
    40  sition  to a candidate for public or party office, referendum, political
    41  party, electioneering communication or any  communication  made  to  the
    42  general  public intended to encourage the public to contact a government
    43  official, candidate for  public  or  party  office  or  political  party
    44  regarding  pending  legislation,  public  policy or a government rule or
    45  regulation;
    46    (2) The term "independent expenditure" means an expenditure made by  a
    47  person  for an audio or video communication to a general public audience
    48  via broadcast, cable or satellite or a written communication to a gener-
    49  al public audience via  advertisements,  pamphlets,  circulars,  flyers,
    50  brochures,  letterheads or other printed matter and statements or infor-
    51  mation conveyed to five hundred or more  members  of  a  general  public
    52  audience  by  computer  or other electronic devices which: (i) expressly
    53  advocates the election or defeat of a clearly  identified  candidate  or
    54  the  success or defeat of a ballot proposal and (ii) such candidate, the
    55  candidate's political committee or its agents, or a political  committee
    56  formed  to  promote  the  success  or defeat of a ballot proposal or its

        A. 5642                            12
     1  agents, did not authorize, request, suggest, foster or cooperate in  any
     2  such  communication.    Independent  expenditures  do not include: (A) a
     3  communication appearing in a written news story, commentary, or editori-
     4  al  or  distributed  through the facilities of any broadcasting station,
     5  cable or satellite unless such publication or facilities  are  owned  or
     6  controlled  by any political party, political committee or candidate; or
     7  (B) a communication that constitutes a candidate debate or forum; or (C)
     8  a communication which constitutes  an  expenditure  made  by  an  entity
     9  required to report such expenditure with a board of elections.
    10    (b)  Notwithstanding any other limits on contributions to, or expendi-
    11  tures on behalf of, candidates for public  or  party  office,  political
    12  committees,  party  committees  or  ballot  referendum, before a limited
    13  liability company may make a contribution  or  independent  expenditure,
    14  the limited liability company shall, at least annually, obtain the prior
    15  authorization  by  vote of a majority of the members or managers cast on
    16  such resolution to make contributions or independent expenditures up  to
    17  a stated aggregate annual amount.
    18    (c)  Any  limited  liability  company, either by itself or its subsid-
    19  iaries, making a contribution or independent expenditure shall at  least
    20  annually disclose to its members or managers and file with the secretary
    21  of state an accounting of the contributions and independent expenditures
    22  used for such purposes, including:
    23    (1) the date of the contribution or independent expenditure;
    24    (2) the amount of the contribution or independent expenditure;
    25    (3)  the identity of the recipient of the contribution, or if an inde-
    26  pendent expenditure, the identity of the  candidate,  referendum,  poli-
    27  tical  party, pending legislation, public policy or a government rule or
    28  regulation supported or opposed; and
    29    (4) the business rationale for each such contribution  or  independent
    30  expenditure.
    31    (d) The secretary of state shall post each limited liability company's
    32  annual disclosure on the website maintained by the secretary of state.
    33    (e)  The attorney general may commence an action or special proceeding
    34  to enforce the provisions of this section.
    35    § 12. Severability. If any clause,  sentence,  paragraph,  section  or
    36  part  of  this act shall be adjudged by any court of competent jurisdic-
    37  tion to be invalid and after exhaustion of all further judicial  review,
    38  the judgment shall not affect, impair or invalidate the remainder there-
    39  of,  but  shall  be  confined  in its operation to the clause, sentence,
    40  paragraph, section or part of this act directly involved in the  contro-
    41  versy in which the judgment shall have been rendered.
    42    §  13. This act shall take effect on the first of August next succeed-
    43  ing the date on which it shall have become a law.
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