S T A T E   O F   N E W   Y O R K
       ________________________________________________________________________

                                          101

                              2011-2012 Regular Sessions

                                   I N  S E N A T E

                                      (PREFILED)

                                    January 5, 2011
                                      ___________

       Introduced by Sens. SQUADRON, ADDABBO, KRUEGER, PERKINS, SERRANO -- read
         twice  and  ordered  printed,  and when printed to be committed to the
         Committee on Corporations, Authorities and Commissions

       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    S  2.  The business corporation law is amended by adding a new section
    4  631 to read as follows:
    5  S 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.
                                                                  LBD01406-01-1

       S. 101                              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: (I) 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  (II)  A  COMMUNICATION  THAT CONSTITUTES A CANDIDATE DEBATE OR FORUM; OR
   16  (III) 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    S  3.  The  cooperative  corporations  law  is amended by adding a new
   44  section 78 to read as follows:
   45    S 78. POLITICAL CONTRIBUTIONS.  1.  DEFINITIONS.  WHEN  USED  IN  THIS
   46  SECTION:
   47    (A)  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

       S. 101                              3

    1  REGARDING PENDING LEGISLATION, PUBLIC POLICY OR  A  GOVERNMENT  RULE  OR
    2  REGULATION;
    3    (B)  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:  (I)  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  (II) A COMMUNICATION THAT CONSTITUTES A CANDIDATE DEBATE  OR  FORUM;  OR
   21  (III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
   22  REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
   23    2.   NOTWITHSTANDING  ANY  OTHER  LIMITS  ON  COOPERATIVE  CORPORATION
   24  CONTRIBUTIONS TO OR EXPENDITURES  ON  BEHALF  OF  POLITICAL  CANDIDATES,
   25  POLITICAL  COMMITTEES, PARTY COMMITTEES, OR BALLOT REFERENDUMS, BEFORE A
   26  COOPERATIVE CORPORATION MAY MAKE A CONTRIBUTION OR INDEPENDENT  EXPENDI-
   27  TURE,  THE  COOPERATIVE  CORPORATION  SHALL AT LEAST ANNUALLY OBTAIN THE
   28  PRIOR AUTHORIZATION BY VOTE OF A MAJORITY OF THE SHARES OR MEMBERS  CAST
   29  ON SUCH RESOLUTION TO MAKE CONTRIBUTIONS OR INDEPENDENT EXPENDITURES, UP
   30  TO A STATED AGGREGATE ANNUAL AMOUNT.
   31    3.  ANY COOPERATIVE CORPORATION, EITHER BY ITSELF OR ITS SUBSIDIARIES,
   32  MAKING A CONTRIBUTION OR INDEPENDENT EXPENDITURE SHALL, AT LEAST ANNUAL-
   33  LY, DISCLOSE TO ITS SHAREHOLDERS AND FILE WITH THE SECRETARY OF STATE AN
   34  ACCOUNTING OF THE CONTRIBUTIONS AND INDEPENDENT  EXPENDITURES  USED  FOR
   35  SUCH PURPOSES, INCLUDING:
   36    (A) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   37    (B) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   38    (C)  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; AND
   42    (D) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
   43  EXPENDITURE.
   44    4.  THE  SECRETARY  OF STATE SHALL POST EACH COOPERATIVE CORPORATION'S
   45  ANNUAL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF STATE.
   46    5.  THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL  PROCEEDING
   47  TO ENFORCE THE PROVISIONS OF THIS SECTION.
   48    S  4.  The  not-for-profit  corporation law is amended by adding a new
   49  section 523 to read as follows:
   50  S 523. POLITICAL CONTRIBUTIONS.
   51    (A) DEFINITIONS. WHEN USED IN THIS SECTION:
   52    (1) THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION,  OUTSTANDING
   53  LOAN,  ADVANCE,  DEPOSIT  OF  MONEY  OR ANY THING OF VALUE PROVIDED TO A
   54  POLITICAL COMMITTEE, PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE  OR  DULY
   55  CONSTITUTED  SUBCOMMITTEE  OF  A  COUNTY  COMMITTEE,  AS THOSE TERMS ARE
   56  DEFINED IN ARTICLE FOURTEEN OF THE ELECTION LAW,  IN  SUPPORT  OR  OPPO-

       S. 101                              4

    1  SITION  TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM, POLITICAL
    2  PARTY, ELECTIONEERING COMMUNICATION OR ANY  COMMUNICATION  MADE  TO  THE
    3  GENERAL  PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A GOVERNMENT
    4  OFFICIAL,  CANDIDATE  FOR  PUBLIC  OR  PARTY  OFFICE  OR POLITICAL PARTY
    5  REGARDING PENDING LEGISLATION, PUBLIC POLICY OR  A  GOVERNMENT  RULE  OR
    6  REGULATION;
    7    (2)  THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY A
    8  PERSON FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC  AUDIENCE
    9  VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
   10  AL  PUBLIC  AUDIENCE  VIA  ADVERTISEMENTS, PAMPHLETS, CIRCULARS, FLYERS,
   11  BROCHURES, LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR  INFOR-
   12  MATION  CONVEYED  TO  FIVE  HUNDRED  OR MORE MEMBERS OF A GENERAL PUBLIC
   13  AUDIENCE BY COMPUTER OR OTHER ELECTRONIC DEVICES  WHICH:  (I)  EXPRESSLY
   14  ADVOCATES  THE  ELECTION  OR DEFEAT OF A CLEARLY IDENTIFIED CANDIDATE OR
   15  THE SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE,  THE
   16  CANDIDATE'S  POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL COMMITTEE
   17  FORMED TO PROMOTE THE SUCCESS OR DEFEAT OF  A  BALLOT  PROPOSAL  OR  ITS
   18  AGENTS,  DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN ANY
   19  SUCH COMMUNICATION.   INDEPENDENT EXPENDITURES DO  NOT  INCLUDE:  (I)  A
   20  COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
   21  AL  OR  DISTRIBUTED  THROUGH THE FACILITIES OF ANY BROADCASTING STATION,
   22  CABLE OR SATELLITE UNLESS SUCH PUBLICATION OR FACILITIES  ARE  OWNED  OR
   23  CONTROLLED  BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE; OR
   24  (II) A COMMUNICATION THAT CONSTITUTES A CANDIDATE DEBATE  OR  FORUM;  OR
   25  (III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
   26  REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
   27    (B)  NOTWITHSTANDING  ANY  OTHER  LIMITS ON NOT-FOR-PROFIT CORPORATION
   28  CONTRIBUTIONS TO, OR EXPENDITURES ON BEHALF OF, CANDIDATES FOR PUBLIC OR
   29  PARTY OFFICE, POLITICAL COMMITTEES, PARTY COMMITTEES OR BALLOT  REFEREN-
   30  DUM,  BEFORE A NOT-FOR-PROFIT CORPORATION OR ANY OF ITS SUBSIDIARIES MAY
   31  MAKE A  CONTRIBUTION  OR  INDEPENDENT  EXPENDITURE,  THE  NOT-FOR-PROFIT
   32  CORPORATION  SHALL, AT LEAST ANNUALLY, OBTAIN THE PRIOR AUTHORIZATION BY
   33  VOTE OF A MAJORITY OF THE MEMBERS VOTING  ON  SUCH  RESOLUTION  TO  MAKE
   34  CONTRIBUTIONS OR INDEPENDENT EXPENDITURES UP TO A STATED AGGREGATE ANNU-
   35  AL AMOUNT.
   36    (C)  ANY  NOT-FOR-PROFIT  CORPORATION, EITHER BY ITSELF OR ITS SUBSID-
   37  IARIES, MAKING A CONTRIBUTION OR INDEPENDENT EXPENDITURE SHALL AT  LEAST
   38  ANNUALLY DISCLOSE TO ITS MEMBERS AND FILE WITH THE SECRETARY OF STATE AN
   39  ACCOUNTING  OF  THE  CONTRIBUTIONS AND INDEPENDENT EXPENDITURES USED FOR
   40  SUCH PURPOSES, INCLUDING:
   41    (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   42    (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   43    (3) THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN  INDE-
   44  PENDENT  EXPENDITURE,  THE  IDENTITY OF THE CANDIDATE, REFERENDUM, POLI-
   45  TICAL PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE  OR
   46  REGULATION SUPPORTED OR OPPOSED; AND
   47    (4)  THE  BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION OR INDEPENDENT
   48  EXPENDITURE.
   49    (D) THE SECRETARY OF  STATE  SHALL  POST  EACH  NOT-FOR-PROFIT  CORPO-
   50  RATION'S ANNUAL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF
   51  STATE.
   52    (E)  THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
   53  TO ENFORCE THE PROVISIONS OF THIS SECTION.
   54    S 5. The railroad law is amended by adding a new section 35 to read as
   55  follows:

       S. 101                              5

    1    S 35. POLITICAL CONTRIBUTIONS.  1.  DEFINITIONS.  WHEN  USED  IN  THIS
    2  SECTION:
    3    (A)  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    (B)  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:  (I)  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  (II) A COMMUNICATION THAT CONSTITUTES A CANDIDATE DEBATE  OR  FORUM;  OR
   32  (III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
   33  REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
   34    2.  NOTWITHSTANDING  ANY OTHER LIMITS ON RAILROAD CORPORATION CONTRIB-
   35  UTIONS TO OR EXPENDITURES ON BEHALF OF POLITICAL  CANDIDATES,  POLITICAL
   36  COMMITTEES,  PARTY  COMMITTEES, OR BALLOT REFERENDUMS, BEFORE A RAILROAD
   37  CORPORATION MAY MAKE A  CONTRIBUTION  OR  INDEPENDENT  EXPENDITURE,  THE
   38  RAILROAD  CORPORATION  SHALL AT LEAST ANNUALLY OBTAIN THE PRIOR AUTHORI-
   39  ZATION BY VOTE OF A MAJORITY OF THE  SHARES  OR  MEMBERS  CAST  ON  SUCH
   40  RESOLUTION  TO  MAKE  CONTRIBUTIONS OR INDEPENDENT EXPENDITURES, UP TO A
   41  STATED AGGREGATE ANNUAL AMOUNT.
   42    3. ANY RAILROAD CORPORATION, EITHER BY  ITSELF  OR  ITS  SUBSIDIARIES,
   43  MAKING CONTRIBUTIONS OR INDEPENDENT EXPENDITURES SHALL, AT LEAST ANNUAL-
   44  LY, DISCLOSE TO ITS SHAREHOLDERS AND FILE WITH THE SECRETARY OF STATE AN
   45  ACCOUNTING  OF  THE  CONTRIBUTIONS AND INDEPENDENT EXPENDITURES USED FOR
   46  SUCH PURPOSES, INCLUDING:
   47    (A) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   48    (B) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   49    (C) THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN  INDE-
   50  PENDENT  EXPENDITURE,  THE  IDENTITY OF THE CANDIDATE, REFERENDUM, POLI-
   51  TICAL PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE  OR
   52  REGULATION SUPPORTED OR OPPOSED; AND
   53    (D)  THE  BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION OR INDEPENDENT
   54  EXPENDITURE.
   55    4. THE SECRETARY OF STATE SHALL POST EACH RAILROAD CORPORATION'S ANNU-
   56  AL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF STATE.

       S. 101                              6

    1    5.  THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL  PROCEEDING
    2  TO ENFORCE THE PROVISIONS OF THIS SECTION.
    3    S  6.  The  transportation corporations law is amended by adding a new
    4  section 7 to read as follows:
    5    S 7. POLITICAL CONTRIBUTIONS.  (A)  DEFINITIONS.  WHEN  USED  IN  THIS
    6  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:  (I)  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  (II) A COMMUNICATION THAT CONSTITUTES A CANDIDATE DEBATE  OR  FORUM;  OR
   36  (III) 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 TRANSPORTATION 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 TRANSPORTATION CORPORATION OR ANY OF ITS SUBSIDIARIES MAY
   42  MAKE A  CONTRIBUTION  OR  INDEPENDENT  EXPENDITURE,  THE  TRANSPORTATION
   43  CORPORATION  SHALL, AT LEAST ANNUALLY, OBTAIN THE PRIOR AUTHORIZATION BY
   44  VOTE OF A MAJORITY OF  THE  SHARES  CAST  ON  SUCH  RESOLUTION  TO  MAKE
   45  CONTRIBUTIONS OR INDEPENDENT EXPENDITURES UP TO A STATED AGGREGATE ANNU-
   46  AL AMOUNT.
   47    (C)  ANY  TRANSPORTATION  CORPORATION, EITHER BY ITSELF OR ITS SUBSID-
   48  IARIES, MAKING CONTRIBUTIONS OR INDEPENDENT EXPENDITURES SHALL AT  LEAST
   49  ANNUALLY  DISCLOSE  TO  ITS  SHAREHOLDERS AND FILE WITH THE SECRETARY OF
   50  STATE AN ACCOUNTING OF THE CONTRIBUTIONS  AND  INDEPENDENT  EXPENDITURES
   51  USED FOR SUCH PURPOSES, INCLUDING:
   52    (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   53    (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   54    (3)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
   55  PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-

       S. 101                              7

    1  TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
    2  REGULATION SUPPORTED OR OPPOSED; AND
    3    (4)  THE  BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION OR INDEPENDENT
    4  EXPENDITURE.
    5    (D) THE SECRETARY OF  STATE  SHALL  POST  EACH  TRANSPORTATION  CORPO-
    6  RATION'S ANNUAL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF
    7  STATE.
    8    (E)  THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
    9  TO ENFORCE THE PROVISIONS OF THIS SECTION.
   10    S 7. The banking law is amended by adding a new section 5017  to  read
   11  as follows:
   12    S  5017.  POLITICAL  CONTRIBUTIONS.  1. DEFINITIONS. WHEN USED IN THIS
   13  SECTION:
   14    (A) 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    (B) 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: (I) 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  (II)  A  COMMUNICATION  THAT CONSTITUTES A CANDIDATE DEBATE OR FORUM; OR
   43  (III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
   44  REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
   45    2. NOTWITHSTANDING ANY OTHER LIMITS ON CORPORATION CONTRIBUTIONS TO OR
   46  EXPENDITURES ON BEHALF OF POLITICAL  CANDIDATES,  POLITICAL  COMMITTEES,
   47  PARTY COMMITTEES, OR BALLOT REFERENDUMS, BEFORE A CORPORATION MAY MAKE A
   48  CONTRIBUTION  OR INDEPENDENT EXPENDITURE, THE CORPORATION SHALL AT LEAST
   49  ANNUALLY OBTAIN THE PRIOR AUTHORIZATION BY VOTE OF  A  MAJORITY  OF  THE
   50  SHARES OR MEMBERS CAST ON SUCH RESOLUTION TO MAKE CONTRIBUTIONS OR INDE-
   51  PENDENT EXPENDITURES, UP TO A STATED AGGREGATE ANNUAL AMOUNT.
   52    3.  ANY  CORPORATION,  EITHER  BY ITSELF OR ITS SUBSIDIARIES, MAKING A
   53  CONTRIBUTION  OR  INDEPENDENT  EXPENDITURE  SHALL,  AT  LEAST  ANNUALLY,
   54  DISCLOSE  TO  ITS  SHAREHOLDERS  AND FILE WITH THE SECRETARY OF STATE AN
   55  ACCOUNTING OF THE CONTRIBUTIONS AND INDEPENDENT  EXPENDITURES  USED  FOR
   56  SUCH PURPOSES, INCLUDING:

       S. 101                              8

    1    (A) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
    2    (B) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
    3    (C)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
    4  PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-
    5  TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
    6  REGULATION SUPPORTED OR OPPOSED; AND
    7    (D) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
    8  EXPENDITURE.
    9    4. THE SECRETARY OF STATE SHALL POST EACH CORPORATION'S ANNUAL DISCLO-
   10  SURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF STATE.
   11    5.  THE  ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
   12  TO ENFORCE THE PROVISIONS OF THIS SECTION.
   13    S 8. The business corporation law is amended by adding a  new  section
   14  1321 to read as follows:
   15  S 1321. POLITICAL CONTRIBUTIONS.
   16    (A) DEFINITIONS. WHEN USED IN THIS SECTION:
   17    (1)  THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION, OUTSTANDING
   18  LOAN, ADVANCE, DEPOSIT OF MONEY OR ANY THING  OF  VALUE  PROVIDED  TO  A
   19  POLITICAL  COMMITTEE,  PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE OR DULY
   20  CONSTITUTED SUBCOMMITTEE OF A  COUNTY  COMMITTEE,  AS  THOSE  TERMS  ARE
   21  DEFINED  IN  ARTICLE  FOURTEEN  OF THE ELECTION LAW, IN SUPPORT OR OPPO-
   22  SITION TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM,  POLITICAL
   23  PARTY,  ELECTIONEERING  COMMUNICATION  OR  ANY COMMUNICATION MADE TO THE
   24  GENERAL PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A  GOVERNMENT
   25  OFFICIAL,  CANDIDATE  FOR  PUBLIC  OR  PARTY  OFFICE  OR POLITICAL PARTY
   26  REGARDING PENDING LEGISLATION, PUBLIC POLICY OR  A  GOVERNMENT  RULE  OR
   27  REGULATION;
   28    (2)  THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY A
   29  PERSON FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC  AUDIENCE
   30  VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
   31  AL  PUBLIC  AUDIENCE  VIA  ADVERTISEMENTS, PAMPHLETS, CIRCULARS, FLYERS,
   32  BROCHURES, LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR  INFOR-
   33  MATION  CONVEYED  TO  FIVE  HUNDRED  OR MORE MEMBERS OF A GENERAL PUBLIC
   34  AUDIENCE BY COMPUTER OR OTHER ELECTRONIC DEVICES  WHICH:  (I)  EXPRESSLY
   35  ADVOCATES  THE  ELECTION  OR DEFEAT OF A CLEARLY IDENTIFIED CANDIDATE OR
   36  THE SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE,  THE
   37  CANDIDATE'S  POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL COMMITTEE
   38  FORMED TO PROMOTE THE SUCCESS OR DEFEAT OF  A  BALLOT  PROPOSAL  OR  ITS
   39  AGENTS,  DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN ANY
   40  SUCH COMMUNICATION.   INDEPENDENT EXPENDITURES DO  NOT  INCLUDE:  (I)  A
   41  COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
   42  AL  OR  DISTRIBUTED  THROUGH THE FACILITIES OF ANY BROADCASTING STATION,
   43  CABLE OR SATELLITE UNLESS SUCH PUBLICATION OR FACILITIES  ARE  OWNED  OR
   44  CONTROLLED  BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE; OR
   45  (II) A COMMUNICATION THAT CONSTITUTES A CANDIDATE DEBATE  OR  FORUM;  OR
   46  (III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
   47  REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
   48    (B) NOTWITHSTANDING ANY OTHER LIMITS ON CORPORATE CONTRIBUTIONS TO, OR
   49  EXPENDITURES  ON BEHALF OF, CANDIDATES FOR PUBLIC OR PARTY OFFICE, POLI-
   50  TICAL COMMITTEES,  PARTY  COMMITTEES  OR  BALLOT  REFERENDUM,  BEFORE  A
   51  FOREIGN  CORPORATION  DOING  BUSINESS  IN  THE  STATE IN ACCORDANCE WITH
   52  SECTION THIRTEEN HUNDRED ONE OF THIS ARTICLE MAY MAKE A CONTRIBUTION  OR
   53  INDEPENDENT  EXPENDITURE  IN NEW YORK, THE FOREIGN CORPORATION SHALL, AT
   54  LEAST ANNUALLY, OBTAIN THE PRIOR AUTHORIZATION BY VOTE OF A MAJORITY  OF
   55  THE  SHARES CAST ON SUCH RESOLUTION TO MAKE CONTRIBUTIONS OR INDEPENDENT
   56  EXPENDITURES UP TO A STATED AGGREGATE ANNUAL AMOUNT.

       S. 101                              9

    1    (C) ANY FOREIGN CORPORATION, EITHER BY  ITSELF  OR  ITS  SUBSIDIARIES,
    2  MAKING  A  CONTRIBUTION  OR INDEPENDENT EXPENDITURE IN NEW YORK SHALL AT
    3  LEAST ANNUALLY DISCLOSE TO ITS SHAREHOLDERS AND FILE WITH THE  SECRETARY
    4  OF STATE AN ACCOUNTING OF THE CONTRIBUTIONS AND INDEPENDENT EXPENDITURES
    5  USED FOR SUCH PURPOSES, INCLUDING:
    6    (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
    7    (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
    8    (3)  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; AND
   12    (4) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
   13  EXPENDITURE.
   14    (D) THE SECRETARY OF STATE SHALL POST EACH FOREIGN CORPORATION'S ANNU-
   15  AL 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    S 9. The limited liability company law is  amended  by  adding  a  new
   19  section 510 to read as follows:
   20    S  510.  POLITICAL  CONTRIBUTIONS.  (A) DEFINITIONS. WHEN USED IN THIS
   21  SECTION:
   22    (1) THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION,  OUTSTANDING
   23  LOAN,  ADVANCE,  DEPOSIT  OF  MONEY  OR ANY THING OF VALUE PROVIDED TO A
   24  POLITICAL COMMITTEE, PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE  OR  DULY
   25  CONSTITUTED  SUBCOMMITTEE  OF  A  COUNTY  COMMITTEE,  AS THOSE TERMS ARE
   26  DEFINED IN ARTICLE FOURTEEN OF THE ELECTION LAW,  IN  SUPPORT  OR  OPPO-
   27  SITION  TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM, POLITICAL
   28  PARTY, ELECTIONEERING COMMUNICATION OR ANY  COMMUNICATION  MADE  TO  THE
   29  GENERAL  PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A GOVERNMENT
   30  OFFICIAL, CANDIDATE FOR  PUBLIC  OR  PARTY  OFFICE  OR  POLITICAL  PARTY
   31  REGARDING  PENDING  LEGISLATION,  PUBLIC  POLICY OR A GOVERNMENT RULE OR
   32  REGULATION;
   33    (2) THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY  A
   34  PERSON  FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC AUDIENCE
   35  VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
   36  AL PUBLIC AUDIENCE VIA  ADVERTISEMENTS,  PAMPHLETS,  CIRCULARS,  FLYERS,
   37  BROCHURES,  LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR INFOR-
   38  MATION CONVEYED TO FIVE HUNDRED OR MORE  MEMBERS  OF  A  GENERAL  PUBLIC
   39  AUDIENCE  BY  COMPUTER  OR OTHER ELECTRONIC DEVICES WHICH: (I) EXPRESSLY
   40  ADVOCATES THE ELECTION OR DEFEAT OF A CLEARLY  IDENTIFIED  CANDIDATE  OR
   41  THE  SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE, THE
   42  CANDIDATE'S POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL  COMMITTEE
   43  FORMED  TO  PROMOTE  THE  SUCCESS  OR DEFEAT OF A BALLOT PROPOSAL OR ITS
   44  AGENTS, DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN  ANY
   45  SUCH  COMMUNICATION.    INDEPENDENT  EXPENDITURES  DO NOT INCLUDE: (I) A
   46  COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
   47  AL OR DISTRIBUTED THROUGH THE FACILITIES OF  ANY  BROADCASTING  STATION,
   48  CABLE  OR  SATELLITE  UNLESS SUCH PUBLICATION OR FACILITIES ARE OWNED OR
   49  CONTROLLED BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE;  OR
   50  (II)  A  COMMUNICATION  THAT CONSTITUTES A CANDIDATE DEBATE OR FORUM; OR
   51  (III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
   52  REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
   53    (B) NOTWITHSTANDING ANY OTHER LIMITS ON CONTRIBUTIONS TO, OR  EXPENDI-
   54  TURES  ON  BEHALF  OF,  CANDIDATES FOR PUBLIC OR PARTY OFFICE, POLITICAL
   55  COMMITTEES, PARTY COMMITTEES OR  BALLOT  REFERENDUM,  BEFORE  A  LIMITED
   56  LIABILITY  COMPANY  MAY  MAKE A CONTRIBUTION OR INDEPENDENT EXPENDITURE,

       S. 101                             10

    1  THE LIMITED LIABILITY COMPANY SHALL, AT LEAST ANNUALLY, OBTAIN THE PRIOR
    2  AUTHORIZATION BY VOTE OF A MAJORITY OF THE MEMBERS OR MANAGERS  CAST  ON
    3  SUCH  RESOLUTION TO MAKE CONTRIBUTIONS OR INDEPENDENT EXPENDITURES UP TO
    4  A STATED AGGREGATE ANNUAL AMOUNT.
    5    (C)  ANY  LIMITED  LIABILITY  COMPANY, EITHER BY ITSELF OR ITS SUBSID-
    6  IARIES, MAKING A CONTRIBUTION OR INDEPENDENT EXPENDITURE SHALL AT  LEAST
    7  ANNUALLY DISCLOSE TO ITS MEMBERS OR MANAGERS AND FILE WITH THE SECRETARY
    8  OF STATE AN ACCOUNTING OF THE CONTRIBUTIONS AND INDEPENDENT EXPENDITURES
    9  USED FOR SUCH PURPOSES, INCLUDING:
   10    (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   11    (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   12    (3)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
   13  PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-
   14  TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
   15  REGULATION SUPPORTED OR OPPOSED; AND
   16    (4) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
   17  EXPENDITURE.
   18    (D) THE SECRETARY OF STATE SHALL POST EACH LIMITED LIABILITY COMPANY'S
   19  ANNUAL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF STATE.
   20    (E)  THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
   21  TO ENFORCE THE PROVISIONS OF THIS SECTION.
   22    S 10. The business corporation law is amended by adding a new  section
   23  1517 to read as follows:
   24  S 1517. POLITICAL CONTRIBUTIONS.
   25    (A) DEFINITIONS. WHEN USED IN THIS SECTION:
   26    (1)  THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION, OUTSTANDING
   27  LOAN, ADVANCE, DEPOSIT OF MONEY OR ANY THING  OF  VALUE  PROVIDED  TO  A
   28  POLITICAL  COMMITTEE,  PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE OR DULY
   29  CONSTITUTED SUBCOMMITTEE OF A  COUNTY  COMMITTEE,  AS  THOSE  TERMS  ARE
   30  DEFINED  IN  ARTICLE  FOURTEEN  OF THE ELECTION LAW, IN SUPPORT OR OPPO-
   31  SITION TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM,  POLITICAL
   32  PARTY,  ELECTIONEERING  COMMUNICATION  OR  ANY COMMUNICATION MADE TO THE
   33  GENERAL PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A  GOVERNMENT
   34  OFFICIAL,  CANDIDATE  FOR  PUBLIC  OR  PARTY  OFFICE  OR POLITICAL PARTY
   35  REGARDING PENDING LEGISLATION, PUBLIC POLICY OR  A  GOVERNMENT  RULE  OR
   36  REGULATION;
   37    (2)  THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY A
   38  PERSON FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC  AUDIENCE
   39  VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
   40  AL  PUBLIC  AUDIENCE  VIA  ADVERTISEMENTS, PAMPHLETS, CIRCULARS, FLYERS,
   41  BROCHURES, LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR  INFOR-
   42  MATION  CONVEYED  TO  FIVE  HUNDRED  OR MORE MEMBERS OF A GENERAL PUBLIC
   43  AUDIENCE BY COMPUTER OR OTHER ELECTRONIC DEVICES  WHICH:  (I)  EXPRESSLY
   44  ADVOCATES  THE  ELECTION  OR DEFEAT OF A CLEARLY IDENTIFIED CANDIDATE OR
   45  THE SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE,  THE
   46  CANDIDATE'S  POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL COMMITTEE
   47  FORMED TO PROMOTE THE SUCCESS OR DEFEAT OF  A  BALLOT  PROPOSAL  OR  ITS
   48  AGENTS,  DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN ANY
   49  SUCH COMMUNICATION.   INDEPENDENT EXPENDITURES DO  NOT  INCLUDE:  (I)  A
   50  COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
   51  AL  OR  DISTRIBUTED  THROUGH THE FACILITIES OF ANY BROADCASTING STATION,
   52  CABLE OR SATELLITE UNLESS SUCH PUBLICATION OR FACILITIES  ARE  OWNED  OR
   53  CONTROLLED  BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE; OR
   54  (II) A COMMUNICATION THAT CONSTITUTES A CANDIDATE DEBATE  OR  FORUM;  OR
   55  (III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
   56  REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.

       S. 101                             11

    1    (B)  NOTWITHSTANDING  ANY  OTHER LIMITS ON PROFESSIONAL SERVICE CORPO-
    2  RATION CONTRIBUTIONS TO, OR EXPENDITURES ON BEHALF  OF,  CANDIDATES  FOR
    3  PUBLIC OR PARTY OFFICE, POLITICAL COMMITTEES, PARTY COMMITTEES OR BALLOT
    4  REFERENDUM,  BEFORE  A  PROFESSIONAL  SERVICE  CORPORATION  MAY  MAKE  A
    5  CONTRIBUTION OR INDEPENDENT EXPENDITURE, THE PROFESSIONAL SERVICE CORPO-
    6  RATION  SHALL, AT LEAST ANNUALLY, OBTAIN THE PRIOR AUTHORIZATION BY VOTE
    7  OF A MAJORITY OF THE SHARES CAST ON SUCH  RESOLUTION  TO  MAKE  CONTRIB-
    8  UTIONS  OR  INDEPENDENT  EXPENDITURES  UP  TO  A STATED AGGREGATE ANNUAL
    9  AMOUNT.
   10    (C) ANY PROFESSIONAL SERVICE CORPORATION,  EITHER  BY  ITSELF  OR  ITS
   11  SUBSIDIARIES,  MAKING A CONTRIBUTION OR INDEPENDENT EXPENDITURE SHALL AT
   12  LEAST ANNUALLY DISCLOSE TO ITS SHAREHOLDERS AND FILE WITH THE  SECRETARY
   13  OF 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 PROFESSIONAL SERVICE 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    S 11. The business corporation law is amended by adding a new  section
   29  1534 to read as follows:
   30  S 1534. POLITICAL CONTRIBUTIONS.
   31    (A) DEFINITIONS. WHEN USED IN THIS SECTION:
   32    (1)  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    (2)  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:  (I)  A
   56  COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-

       S. 101                             12

    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  (II)  A  COMMUNICATION  THAT CONSTITUTES A CANDIDATE DEBATE OR FORUM; OR
    5  (III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
    6  REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
    7    (B) NOTWITHSTANDING ANY OTHER LIMITS ON FOREIGN  PROFESSIONAL  SERVICE
    8  CORPORATION  CONTRIBUTIONS  TO, OR EXPENDITURES ON BEHALF OF, CANDIDATES
    9  FOR PUBLIC OR PARTY OFFICE, POLITICAL COMMITTEES,  PARTY  COMMITTEES  OR
   10  BALLOT REFERENDUM, BEFORE A FOREIGN PROFESSIONAL SERVICE CORPORATION, AS
   11  DEFINED  BY  SUBDIVISION  (D)  OF SECTION FIFTEEN HUNDRED TWENTY-FIVE OF
   12  THIS ARTICLE, MAY MAKE A CONTRIBUTION OR INDEPENDENT EXPENDITURE IN  NEW
   13  YORK, THE FOREIGN PROFESSIONAL SERVICE CORPORATION SHALL, AT LEAST ANNU-
   14  ALLY, OBTAIN THE PRIOR AUTHORIZATION BY VOTE OF A MAJORITY OF THE SHARES
   15  CAST  ON  SUCH  RESOLUTION TO MAKE CONTRIBUTIONS OR INDEPENDENT EXPENDI-
   16  TURES UP TO A STATED AGGREGATE ANNUAL AMOUNT.
   17    (C) ANY FOREIGN PROFESSIONAL SERVICE CORPORATION, EITHER BY ITSELF  OR
   18  ITS  SUBSIDIARIES,  MAKING  A CONTRIBUTION OR INDEPENDENT EXPENDITURE IN
   19  NEW YORK SHALL AT LEAST ANNUALLY DISCLOSE TO ITS SHAREHOLDERS  AND  FILE
   20  WITH THE SECRETARY OF STATE AN ACCOUNTING OF THE CONTRIBUTIONS AND INDE-
   21  PENDENT EXPENDITURES USED FOR SUCH PURPOSES, INCLUDING:
   22    (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   23    (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
   24    (3)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
   25  PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-
   26  TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
   27  REGULATION SUPPORTED OR OPPOSED; AND
   28    (4) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
   29  EXPENDITURE.
   30    (D)  THE  SECRETARY  OF  STATE  SHALL  POST  EACH FOREIGN PROFESSIONAL
   31  SERVICE CORPORATION'S ANNUAL DISCLOSURE ON THE WEB  SITE  MAINTAINED  BY
   32  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    S 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    S  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.