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

                                   177

                       2013-2014 Regular Sessions

                            I N  S E N A T E

                               (PREFILED)

                             January 9, 2013
                               ___________

Introduced  by Sen. SQUADRON -- 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:

  Section  1.  Short title.  This act shall be known and may be cited as
the "corporate political activity accountability to shareholders act".
  S 2. The business corporation law is amended by adding a  new  section
631 to read as follows:
S 631. POLITICAL CONTRIBUTIONS.
  (A) DEFINITIONS. WHEN USED IN THIS SECTION:
  (1)  THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION, OUTSTANDING
LOAN, ADVANCE, DEPOSIT OF MONEY OR ANY THING  OF  VALUE  PROVIDED  TO  A
POLITICAL  COMMITTEE,  PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE OR DULY
CONSTITUTED SUBCOMMITTEE OF A  COUNTY  COMMITTEE,  AS  THOSE  TERMS  ARE
DEFINED  IN  ARTICLE  FOURTEEN  OF THE ELECTION LAW, IN SUPPORT OR OPPO-
SITION TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM,  POLITICAL
PARTY,  ELECTIONEERING  COMMUNICATION  OR  ANY COMMUNICATION MADE TO THE
GENERAL PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A  GOVERNMENT
OFFICIAL,  CANDIDATE  FOR  PUBLIC  OR  PARTY  OFFICE  OR POLITICAL PARTY
REGARDING PENDING LEGISLATION, PUBLIC POLICY OR  A  GOVERNMENT  RULE  OR
REGULATION;
  (2)  THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY A
PERSON FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC  AUDIENCE
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.
              

                                                           LBD00214-01-3

S. 177                              2

AL  PUBLIC  AUDIENCE  VIA  ADVERTISEMENTS, PAMPHLETS, CIRCULARS, FLYERS,
BROCHURES, LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR  INFOR-
MATION  CONVEYED  TO  FIVE  HUNDRED  OR MORE MEMBERS OF A GENERAL PUBLIC
AUDIENCE  BY  COMPUTER  OR OTHER ELECTRONIC DEVICES WHICH: (I) EXPRESSLY
ADVOCATES THE ELECTION OR DEFEAT OF A CLEARLY  IDENTIFIED  CANDIDATE  OR
THE  SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE, THE
CANDIDATE'S POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL  COMMITTEE
FORMED  TO  PROMOTE  THE  SUCCESS  OR DEFEAT OF A BALLOT PROPOSAL OR ITS
AGENTS, DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN  ANY
SUCH  COMMUNICATION.    INDEPENDENT  EXPENDITURES  DO NOT INCLUDE: (I) A
COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
AL OR DISTRIBUTED THROUGH THE FACILITIES OF  ANY  BROADCASTING  STATION,
CABLE  OR  SATELLITE  UNLESS SUCH PUBLICATION OR FACILITIES ARE OWNED OR
CONTROLLED BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE;  OR
(II)  A  COMMUNICATION  THAT CONSTITUTES A CANDIDATE DEBATE OR FORUM; OR
(III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
  (B) NOTWITHSTANDING ANY OTHER LIMITS ON CORPORATE CONTRIBUTIONS TO, OR
EXPENDITURES ON BEHALF OF, CANDIDATES FOR PUBLIC OR PARTY OFFICE,  POLI-
TICAL COMMITTEES, PARTY COMMITTEES OR BALLOT REFERENDUM, BEFORE A CORPO-
RATION OR ANY OF ITS SUBSIDIARIES MAY MAKE A CONTRIBUTION OR INDEPENDENT
EXPENDITURE,  THE CORPORATION SHALL, AT LEAST ANNUALLY, OBTAIN THE PRIOR
AUTHORIZATION BY VOTE OF A MAJORITY OF THE SHARES CAST  ON  SUCH  RESOL-
UTION  TO  MAKE CONTRIBUTIONS OR INDEPENDENT EXPENDITURES UP TO A STATED
AGGREGATE ANNUAL AMOUNT.
  (C) ANY CORPORATION, EITHER BY ITSELF OR ITS  SUBSIDIARIES,  MAKING  A
CONTRIBUTION OR INDEPENDENT EXPENDITURE SHALL AT LEAST ANNUALLY DISCLOSE
TO  ITS  SHAREHOLDERS AND FILE WITH THE SECRETARY OF STATE AN ACCOUNTING
OF  THE  CONTRIBUTIONS  AND  INDEPENDENT  EXPENDITURES  USED  FOR   SUCH
PURPOSES, INCLUDING:
  (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (3)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-
TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
REGULATION SUPPORTED OR OPPOSED; AND
  (4) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
EXPENDITURE.
  (D)  THE  SECRETARY  OF  STATE  SHALL  POST  EACH CORPORATION'S ANNUAL
DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF STATE.
  (E) THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL  PROCEEDING
TO ENFORCE THE PROVISIONS OF THIS SECTION.
  S  3.  The business corporation law is amended by adding a new section
1321 to read as follows:
S 1321. POLITICAL CONTRIBUTIONS.
  (A) DEFINITIONS. WHEN USED IN THIS SECTION:
  (1) THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION,  OUTSTANDING
LOAN,  ADVANCE,  DEPOSIT  OF  MONEY  OR ANY THING OF VALUE PROVIDED TO A
POLITICAL COMMITTEE, PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE  OR  DULY
CONSTITUTED  SUBCOMMITTEE  OF  A  COUNTY  COMMITTEE,  AS THOSE TERMS ARE
DEFINED IN ARTICLE FOURTEEN OF THE ELECTION LAW,  IN  SUPPORT  OR  OPPO-
SITION  TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM, POLITICAL
PARTY, ELECTIONEERING COMMUNICATION OR ANY  COMMUNICATION  MADE  TO  THE
GENERAL  PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A GOVERNMENT
OFFICIAL, CANDIDATE FOR  PUBLIC  OR  PARTY  OFFICE  OR  POLITICAL  PARTY

S. 177                              3

REGARDING  PENDING  LEGISLATION,  PUBLIC  POLICY OR A GOVERNMENT RULE OR
REGULATION;
  (2)  THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY A
PERSON FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC  AUDIENCE
VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
AL  PUBLIC  AUDIENCE  VIA  ADVERTISEMENTS, PAMPHLETS, CIRCULARS, FLYERS,
BROCHURES, LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR  INFOR-
MATION  CONVEYED  TO  FIVE  HUNDRED  OR MORE MEMBERS OF A GENERAL PUBLIC
AUDIENCE BY COMPUTER OR OTHER ELECTRONIC DEVICES  WHICH:  (I)  EXPRESSLY
ADVOCATES  THE  ELECTION  OR DEFEAT OF A CLEARLY IDENTIFIED CANDIDATE OR
THE SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE,  THE
CANDIDATE'S  POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL COMMITTEE
FORMED TO PROMOTE THE SUCCESS OR DEFEAT OF  A  BALLOT  PROPOSAL  OR  ITS
AGENTS,  DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN ANY
SUCH COMMUNICATION.   INDEPENDENT EXPENDITURES DO  NOT  INCLUDE:  (I)  A
COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
AL  OR  DISTRIBUTED  THROUGH THE FACILITIES OF ANY BROADCASTING STATION,
CABLE OR SATELLITE UNLESS SUCH PUBLICATION OR FACILITIES  ARE  OWNED  OR
CONTROLLED  BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE; OR
(II) A COMMUNICATION THAT CONSTITUTES A CANDIDATE DEBATE  OR  FORUM;  OR
(III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
  (B) NOTWITHSTANDING ANY OTHER LIMITS ON CORPORATE CONTRIBUTIONS TO, OR
EXPENDITURES  ON BEHALF OF, CANDIDATES FOR PUBLIC OR PARTY OFFICE, POLI-
TICAL COMMITTEES,  PARTY  COMMITTEES  OR  BALLOT  REFERENDUM,  BEFORE  A
FOREIGN  CORPORATION  DOING  BUSINESS  IN  THE  STATE IN ACCORDANCE WITH
SECTION THIRTEEN HUNDRED ONE OF THIS ARTICLE MAY MAKE A CONTRIBUTION  OR
INDEPENDENT  EXPENDITURE  IN NEW YORK, THE FOREIGN CORPORATION SHALL, AT
LEAST ANNUALLY, OBTAIN THE PRIOR AUTHORIZATION BY VOTE OF A MAJORITY  OF
THE  SHARES CAST ON SUCH RESOLUTION TO MAKE CONTRIBUTIONS OR INDEPENDENT
EXPENDITURES UP TO A STATED AGGREGATE ANNUAL AMOUNT.
  (C) ANY FOREIGN CORPORATION, EITHER BY  ITSELF  OR  ITS  SUBSIDIARIES,
MAKING  A  CONTRIBUTION  OR INDEPENDENT EXPENDITURE IN NEW YORK SHALL AT
LEAST ANNUALLY DISCLOSE TO ITS SHAREHOLDERS AND FILE WITH THE  SECRETARY
OF STATE AN ACCOUNTING OF THE CONTRIBUTIONS AND INDEPENDENT EXPENDITURES
USED FOR SUCH PURPOSES, INCLUDING:
  (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (3)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-
TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
REGULATION SUPPORTED OR OPPOSED; AND
  (4) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
EXPENDITURE.
  (D) THE SECRETARY OF STATE SHALL POST EACH FOREIGN CORPORATION'S ANNU-
AL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF STATE.
  (E)  THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
TO ENFORCE THE PROVISIONS OF THIS SECTION.
  S 4. The business corporation law is amended by adding a  new  section
1517 to read as follows:
S 1517. POLITICAL CONTRIBUTIONS.
  (A) DEFINITIONS. WHEN USED IN THIS SECTION:
  (1)  THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION, OUTSTANDING
LOAN, ADVANCE, DEPOSIT OF MONEY OR ANY THING  OF  VALUE  PROVIDED  TO  A
POLITICAL  COMMITTEE,  PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE OR DULY
CONSTITUTED SUBCOMMITTEE OF A  COUNTY  COMMITTEE,  AS  THOSE  TERMS  ARE

S. 177                              4

DEFINED  IN  ARTICLE  FOURTEEN  OF THE ELECTION LAW, IN SUPPORT OR OPPO-
SITION TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM,  POLITICAL
PARTY,  ELECTIONEERING  COMMUNICATION  OR  ANY COMMUNICATION MADE TO THE
GENERAL  PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A GOVERNMENT
OFFICIAL, CANDIDATE FOR  PUBLIC  OR  PARTY  OFFICE  OR  POLITICAL  PARTY
REGARDING  PENDING  LEGISLATION,  PUBLIC  POLICY OR A GOVERNMENT RULE OR
REGULATION;
  (2) THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY  A
PERSON  FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC AUDIENCE
VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
AL PUBLIC AUDIENCE VIA  ADVERTISEMENTS,  PAMPHLETS,  CIRCULARS,  FLYERS,
BROCHURES,  LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR INFOR-
MATION CONVEYED TO FIVE HUNDRED OR MORE  MEMBERS  OF  A  GENERAL  PUBLIC
AUDIENCE  BY  COMPUTER  OR OTHER ELECTRONIC DEVICES WHICH: (I) EXPRESSLY
ADVOCATES THE ELECTION OR DEFEAT OF A CLEARLY  IDENTIFIED  CANDIDATE  OR
THE  SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE, THE
CANDIDATE'S POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL  COMMITTEE
FORMED  TO  PROMOTE  THE  SUCCESS  OR DEFEAT OF A BALLOT PROPOSAL OR ITS
AGENTS, DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN  ANY
SUCH  COMMUNICATION.    INDEPENDENT  EXPENDITURES  DO NOT INCLUDE: (I) A
COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
AL OR DISTRIBUTED THROUGH THE FACILITIES OF  ANY  BROADCASTING  STATION,
CABLE  OR  SATELLITE  UNLESS SUCH PUBLICATION OR FACILITIES ARE OWNED OR
CONTROLLED BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE;  OR
(II)  A  COMMUNICATION  THAT CONSTITUTES A CANDIDATE DEBATE OR FORUM; OR
(III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
  (B) NOTWITHSTANDING ANY OTHER LIMITS ON  PROFESSIONAL  SERVICE  CORPO-
RATION  CONTRIBUTIONS  TO,  OR EXPENDITURES ON BEHALF OF, CANDIDATES FOR
PUBLIC OR PARTY OFFICE, POLITICAL COMMITTEES, PARTY COMMITTEES OR BALLOT
REFERENDUM,  BEFORE  A  PROFESSIONAL  SERVICE  CORPORATION  MAY  MAKE  A
CONTRIBUTION OR INDEPENDENT EXPENDITURE, THE PROFESSIONAL SERVICE CORPO-
RATION  SHALL, AT LEAST ANNUALLY, OBTAIN THE PRIOR AUTHORIZATION BY VOTE
OF A MAJORITY OF THE SHARES CAST ON SUCH  RESOLUTION  TO  MAKE  CONTRIB-
UTIONS  OR  INDEPENDENT  EXPENDITURES  UP  TO  A STATED AGGREGATE ANNUAL
AMOUNT.
  (C) ANY PROFESSIONAL SERVICE CORPORATION,  EITHER  BY  ITSELF  OR  ITS
SUBSIDIARIES,  MAKING A CONTRIBUTION OR INDEPENDENT EXPENDITURE SHALL AT
LEAST ANNUALLY DISCLOSE TO ITS SHAREHOLDERS AND FILE WITH THE  SECRETARY
OF STATE AN ACCOUNTING OF THE CONTRIBUTIONS AND INDEPENDENT EXPENDITURES
USED FOR SUCH PURPOSES, INCLUDING:
  (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (3)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-
TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
REGULATION SUPPORTED OR OPPOSED; AND
  (4) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
EXPENDITURE.
  (D) THE SECRETARY OF STATE SHALL POST EACH PROFESSIONAL SERVICE CORPO-
RATION'S ANNUAL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF
STATE.
  (E)  THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
TO ENFORCE THE PROVISIONS OF THIS SECTION.
  S 5. The business corporation law is amended by adding a  new  section
1534 to read as follows:

S. 177                              5

S 1534. POLITICAL CONTRIBUTIONS.
  (A) DEFINITIONS. WHEN USED IN THIS SECTION:
  (1)  THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION, OUTSTANDING
LOAN, ADVANCE, DEPOSIT OF MONEY OR ANY THING  OF  VALUE  PROVIDED  TO  A
POLITICAL  COMMITTEE,  PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE OR DULY
CONSTITUTED SUBCOMMITTEE OF A  COUNTY  COMMITTEE,  AS  THOSE  TERMS  ARE
DEFINED  IN  ARTICLE  FOURTEEN  OF THE ELECTION LAW, IN SUPPORT OR OPPO-
SITION TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM,  POLITICAL
PARTY,  ELECTIONEERING  COMMUNICATION  OR  ANY COMMUNICATION MADE TO THE
GENERAL PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A  GOVERNMENT
OFFICIAL,  CANDIDATE  FOR  PUBLIC  OR  PARTY  OFFICE  OR POLITICAL PARTY
REGARDING PENDING LEGISLATION, PUBLIC POLICY OR  A  GOVERNMENT  RULE  OR
REGULATION;
  (2)  THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY A
PERSON FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC  AUDIENCE
VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
AL  PUBLIC  AUDIENCE  VIA  ADVERTISEMENTS, PAMPHLETS, CIRCULARS, FLYERS,
BROCHURES, LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR  INFOR-
MATION  CONVEYED  TO  FIVE  HUNDRED  OR MORE MEMBERS OF A GENERAL PUBLIC
AUDIENCE BY COMPUTER OR OTHER ELECTRONIC DEVICES  WHICH:  (I)  EXPRESSLY
ADVOCATES  THE  ELECTION  OR DEFEAT OF A CLEARLY IDENTIFIED CANDIDATE OR
THE SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE,  THE
CANDIDATE'S  POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL COMMITTEE
FORMED TO PROMOTE THE SUCCESS OR DEFEAT OF  A  BALLOT  PROPOSAL  OR  ITS
AGENTS,  DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN ANY
SUCH COMMUNICATION.   INDEPENDENT EXPENDITURES DO  NOT  INCLUDE:  (I)  A
COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
AL  OR  DISTRIBUTED  THROUGH THE FACILITIES OF ANY BROADCASTING STATION,
CABLE OR SATELLITE UNLESS SUCH PUBLICATION OR FACILITIES  ARE  OWNED  OR
CONTROLLED  BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE; OR
(II) A COMMUNICATION THAT CONSTITUTES A CANDIDATE DEBATE  OR  FORUM;  OR
(III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
  (B)  NOTWITHSTANDING  ANY OTHER LIMITS ON FOREIGN PROFESSIONAL SERVICE
CORPORATION CONTRIBUTIONS TO, OR EXPENDITURES ON BEHALF  OF,  CANDIDATES
FOR  PUBLIC  OR  PARTY OFFICE, POLITICAL COMMITTEES, PARTY COMMITTEES OR
BALLOT REFERENDUM, BEFORE A FOREIGN PROFESSIONAL SERVICE CORPORATION, AS
DEFINED BY SUBDIVISION (D) OF SECTION  FIFTEEN  HUNDRED  TWENTY-FIVE  OF
THIS  ARTICLE, MAY MAKE A CONTRIBUTION OR INDEPENDENT EXPENDITURE IN NEW
YORK, THE FOREIGN PROFESSIONAL SERVICE CORPORATION SHALL, AT LEAST ANNU-
ALLY, OBTAIN THE PRIOR AUTHORIZATION BY VOTE OF A MAJORITY OF THE SHARES
CAST ON SUCH RESOLUTION TO MAKE CONTRIBUTIONS  OR  INDEPENDENT  EXPENDI-
TURES UP TO A STATED AGGREGATE ANNUAL AMOUNT.
  (C)  ANY FOREIGN PROFESSIONAL SERVICE CORPORATION, EITHER BY ITSELF OR
ITS SUBSIDIARIES, MAKING A CONTRIBUTION OR  INDEPENDENT  EXPENDITURE  IN
NEW  YORK  SHALL AT LEAST ANNUALLY DISCLOSE TO ITS SHAREHOLDERS AND FILE
WITH THE SECRETARY OF STATE AN ACCOUNTING OF THE CONTRIBUTIONS AND INDE-
PENDENT EXPENDITURES USED FOR SUCH PURPOSES, INCLUDING:
  (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (3) THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN  INDE-
PENDENT  EXPENDITURE,  THE  IDENTITY OF THE CANDIDATE, REFERENDUM, POLI-
TICAL PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE  OR
REGULATION SUPPORTED OR OPPOSED; AND
  (4)  THE  BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION OR INDEPENDENT
EXPENDITURE.

S. 177                              6

  (D) THE SECRETARY  OF  STATE  SHALL  POST  EACH  FOREIGN  PROFESSIONAL
SERVICE  CORPORATION'S  ANNUAL  DISCLOSURE ON THE WEB SITE MAINTAINED BY
THE SECRETARY OF STATE.
  (E)  THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
TO ENFORCE THE PROVISIONS OF THIS SECTION.
  S 6. The cooperative corporations law  is  amended  by  adding  a  new
section 78 to read as follows:
  S  78.  POLITICAL  CONTRIBUTIONS.  1.  DEFINITIONS.  WHEN USED IN THIS
SECTION:
  (A) THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION,  OUTSTANDING
LOAN,  ADVANCE,  DEPOSIT  OF  MONEY  OR ANY THING OF VALUE PROVIDED TO A
POLITICAL COMMITTEE, PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE  OR  DULY
CONSTITUTED  SUBCOMMITTEE  OF  A  COUNTY  COMMITTEE,  AS THOSE TERMS ARE
DEFINED IN ARTICLE FOURTEEN OF THE ELECTION LAW,  IN  SUPPORT  OR  OPPO-
SITION  TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM, POLITICAL
PARTY, ELECTIONEERING COMMUNICATION OR ANY  COMMUNICATION  MADE  TO  THE
GENERAL  PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A GOVERNMENT
OFFICIAL, CANDIDATE FOR  PUBLIC  OR  PARTY  OFFICE  OR  POLITICAL  PARTY
REGARDING  PENDING  LEGISLATION,  PUBLIC  POLICY OR A GOVERNMENT RULE OR
REGULATION;
  (B) THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY  A
PERSON  FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC AUDIENCE
VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
AL PUBLIC AUDIENCE VIA  ADVERTISEMENTS,  PAMPHLETS,  CIRCULARS,  FLYERS,
BROCHURES,  LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR INFOR-
MATION CONVEYED TO FIVE HUNDRED OR MORE  MEMBERS  OF  A  GENERAL  PUBLIC
AUDIENCE  BY  COMPUTER  OR OTHER ELECTRONIC DEVICES WHICH: (I) EXPRESSLY
ADVOCATES THE ELECTION OR DEFEAT OF A CLEARLY  IDENTIFIED  CANDIDATE  OR
THE  SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE, THE
CANDIDATE'S POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL  COMMITTEE
FORMED  TO  PROMOTE  THE  SUCCESS  OR DEFEAT OF A BALLOT PROPOSAL OR ITS
AGENTS, DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN  ANY
SUCH  COMMUNICATION.    INDEPENDENT  EXPENDITURES  DO NOT INCLUDE: (I) A
COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
AL OR DISTRIBUTED THROUGH THE FACILITIES OF  ANY  BROADCASTING  STATION,
CABLE  OR  SATELLITE  UNLESS SUCH PUBLICATION OR FACILITIES ARE OWNED OR
CONTROLLED BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE;  OR
(II)  A  COMMUNICATION  THAT CONSTITUTES A CANDIDATE DEBATE OR FORUM; OR
(III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
  2.  NOTWITHSTANDING  ANY  OTHER  LIMITS  ON  COOPERATIVE   CORPORATION
CONTRIBUTIONS  TO  OR  EXPENDITURES  ON  BEHALF OF POLITICAL CANDIDATES,
POLITICAL COMMITTEES, PARTY COMMITTEES, OR BALLOT REFERENDUMS, BEFORE  A
COOPERATIVE  CORPORATION MAY MAKE A CONTRIBUTION OR INDEPENDENT EXPENDI-
TURE, THE COOPERATIVE CORPORATION SHALL AT  LEAST  ANNUALLY  OBTAIN  THE
PRIOR  AUTHORIZATION BY VOTE OF A MAJORITY OF THE SHARES OR MEMBERS CAST
ON SUCH RESOLUTION TO MAKE CONTRIBUTIONS OR INDEPENDENT EXPENDITURES, UP
TO A STATED AGGREGATE ANNUAL AMOUNT.
  3. ANY COOPERATIVE CORPORATION, EITHER BY ITSELF OR ITS  SUBSIDIARIES,
MAKING A CONTRIBUTION OR INDEPENDENT EXPENDITURE SHALL, AT LEAST ANNUAL-
LY, DISCLOSE TO ITS SHAREHOLDERS AND FILE WITH THE SECRETARY OF STATE AN
ACCOUNTING  OF  THE  CONTRIBUTIONS AND INDEPENDENT EXPENDITURES USED FOR
SUCH PURPOSES, INCLUDING:
  (A) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (B) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;

S. 177                              7

  (C) THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN  INDE-
PENDENT  EXPENDITURE,  THE  IDENTITY OF THE CANDIDATE, REFERENDUM, POLI-
TICAL PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE  OR
REGULATION SUPPORTED OR OPPOSED; AND
  (D)  THE  BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION OR INDEPENDENT
EXPENDITURE.
  4. THE SECRETARY OF STATE SHALL POST  EACH  COOPERATIVE  CORPORATION'S
ANNUAL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF STATE.
  5.   THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
TO ENFORCE THE PROVISIONS OF THIS SECTION.
  S 7. The not-for-profit corporation law is amended  by  adding  a  new
section 522 to read as follows:
S 522. POLITICAL CONTRIBUTIONS.
  (A) DEFINITIONS. WHEN USED IN THIS SECTION:
  (1)  THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION, OUTSTANDING
LOAN, ADVANCE, DEPOSIT OF MONEY OR ANY THING  OF  VALUE  PROVIDED  TO  A
POLITICAL  COMMITTEE,  PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE OR DULY
CONSTITUTED SUBCOMMITTEE OF A  COUNTY  COMMITTEE,  AS  THOSE  TERMS  ARE
DEFINED  IN  ARTICLE  FOURTEEN  OF THE ELECTION LAW, IN SUPPORT OR OPPO-
SITION TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM,  POLITICAL
PARTY,  ELECTIONEERING  COMMUNICATION  OR  ANY COMMUNICATION MADE TO THE
GENERAL PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A  GOVERNMENT
OFFICIAL,  CANDIDATE  FOR  PUBLIC  OR  PARTY  OFFICE  OR POLITICAL PARTY
REGARDING PENDING LEGISLATION, PUBLIC POLICY OR  A  GOVERNMENT  RULE  OR
REGULATION;
  (2)  THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY A
PERSON FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC  AUDIENCE
VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
AL  PUBLIC  AUDIENCE  VIA  ADVERTISEMENTS, PAMPHLETS, CIRCULARS, FLYERS,
BROCHURES, LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR  INFOR-
MATION  CONVEYED  TO  FIVE  HUNDRED  OR MORE MEMBERS OF A GENERAL PUBLIC
AUDIENCE BY COMPUTER OR OTHER ELECTRONIC DEVICES  WHICH:  (I)  EXPRESSLY
ADVOCATES  THE  ELECTION  OR DEFEAT OF A CLEARLY IDENTIFIED CANDIDATE OR
THE SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE,  THE
CANDIDATE'S  POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL COMMITTEE
FORMED TO PROMOTE THE SUCCESS OR DEFEAT OF  A  BALLOT  PROPOSAL  OR  ITS
AGENTS,  DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN ANY
SUCH COMMUNICATION.   INDEPENDENT EXPENDITURES DO  NOT  INCLUDE:  (I)  A
COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
AL  OR  DISTRIBUTED  THROUGH THE FACILITIES OF ANY BROADCASTING STATION,
CABLE OR SATELLITE UNLESS SUCH PUBLICATION OR FACILITIES  ARE  OWNED  OR
CONTROLLED  BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE; OR
(II) A COMMUNICATION THAT CONSTITUTES A CANDIDATE DEBATE  OR  FORUM;  OR
(III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
  (B)  NOTWITHSTANDING  ANY  OTHER  LIMITS ON NOT-FOR-PROFIT CORPORATION
CONTRIBUTIONS TO, OR EXPENDITURES ON BEHALF OF, CANDIDATES FOR PUBLIC OR
PARTY OFFICE, POLITICAL COMMITTEES, PARTY COMMITTEES OR BALLOT  REFEREN-
DUM,  BEFORE A NOT-FOR-PROFIT CORPORATION OR ANY OF ITS SUBSIDIARIES MAY
MAKE A  CONTRIBUTION  OR  INDEPENDENT  EXPENDITURE,  THE  NOT-FOR-PROFIT
CORPORATION  SHALL, AT LEAST ANNUALLY, OBTAIN THE PRIOR AUTHORIZATION BY
VOTE OF A MAJORITY OF THE MEMBERS VOTING  ON  SUCH  RESOLUTION  TO  MAKE
CONTRIBUTIONS OR INDEPENDENT EXPENDITURES UP TO A STATED AGGREGATE ANNU-
AL AMOUNT.
  (C)  ANY  NOT-FOR-PROFIT  CORPORATION, EITHER BY ITSELF OR ITS SUBSID-
IARIES, MAKING A CONTRIBUTION OR INDEPENDENT EXPENDITURE SHALL AT  LEAST

S. 177                              8

ANNUALLY DISCLOSE TO ITS MEMBERS AND FILE WITH THE SECRETARY OF STATE AN
ACCOUNTING  OF  THE  CONTRIBUTIONS AND INDEPENDENT EXPENDITURES USED FOR
SUCH PURPOSES, INCLUDING:
  (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (3)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-
TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
REGULATION SUPPORTED OR OPPOSED; AND
  (4) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
EXPENDITURE.
  (D)  THE  SECRETARY  OF  STATE  SHALL  POST EACH NOT-FOR-PROFIT CORPO-
RATION'S ANNUAL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF
STATE.
  (E) THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL  PROCEEDING
TO ENFORCE THE PROVISIONS OF THIS SECTION.
  S 8. The railroad law is amended by adding a new section 35 to read as
follows:
  S  35.  POLITICAL  CONTRIBUTIONS.  1.  DEFINITIONS.  WHEN USED IN THIS
SECTION:
  (A) THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION,  OUTSTANDING
LOAN,  ADVANCE,  DEPOSIT  OF  MONEY  OR ANY THING OF VALUE PROVIDED TO A
POLITICAL COMMITTEE, PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE  OR  DULY
CONSTITUTED  SUBCOMMITTEE  OF  A  COUNTY  COMMITTEE,  AS THOSE TERMS ARE
DEFINED IN ARTICLE FOURTEEN OF THE ELECTION LAW,  IN  SUPPORT  OR  OPPO-
SITION  TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM, POLITICAL
PARTY, ELECTIONEERING COMMUNICATION OR ANY  COMMUNICATION  MADE  TO  THE
GENERAL  PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A GOVERNMENT
OFFICIAL, CANDIDATE FOR  PUBLIC  OR  PARTY  OFFICE  OR  POLITICAL  PARTY
REGARDING  PENDING  LEGISLATION,  PUBLIC  POLICY OR A GOVERNMENT RULE OR
REGULATION;
  (B) THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY  A
PERSON  FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC AUDIENCE
VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
AL PUBLIC AUDIENCE VIA  ADVERTISEMENTS,  PAMPHLETS,  CIRCULARS,  FLYERS,
BROCHURES,  LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR INFOR-
MATION CONVEYED TO FIVE HUNDRED OR MORE  MEMBERS  OF  A  GENERAL  PUBLIC
AUDIENCE  BY  COMPUTER  OR OTHER ELECTRONIC DEVICES WHICH: (I) EXPRESSLY
ADVOCATES THE ELECTION OR DEFEAT OF A CLEARLY  IDENTIFIED  CANDIDATE  OR
THE  SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE, THE
CANDIDATE'S POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL  COMMITTEE
FORMED  TO  PROMOTE  THE  SUCCESS  OR DEFEAT OF A BALLOT PROPOSAL OR ITS
AGENTS, DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN  ANY
SUCH  COMMUNICATION.    INDEPENDENT  EXPENDITURES  DO NOT INCLUDE: (I) A
COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
AL OR DISTRIBUTED THROUGH THE FACILITIES OF  ANY  BROADCASTING  STATION,
CABLE  OR  SATELLITE  UNLESS SUCH PUBLICATION OR FACILITIES ARE OWNED OR
CONTROLLED BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE;  OR
(II)  A  COMMUNICATION  THAT CONSTITUTES A CANDIDATE DEBATE OR FORUM; OR
(III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
  2. NOTWITHSTANDING ANY OTHER LIMITS ON RAILROAD  CORPORATION  CONTRIB-
UTIONS  TO  OR EXPENDITURES ON BEHALF OF POLITICAL CANDIDATES, POLITICAL
COMMITTEES, PARTY COMMITTEES, OR BALLOT REFERENDUMS, BEFORE  A  RAILROAD
CORPORATION  MAY  MAKE  A  CONTRIBUTION  OR INDEPENDENT EXPENDITURE, THE
RAILROAD CORPORATION SHALL AT LEAST ANNUALLY OBTAIN THE  PRIOR  AUTHORI-

S. 177                              9

ZATION  BY  VOTE  OF  A  MAJORITY  OF THE SHARES OR MEMBERS CAST ON SUCH
RESOLUTION TO MAKE CONTRIBUTIONS OR INDEPENDENT EXPENDITURES,  UP  TO  A
STATED AGGREGATE ANNUAL AMOUNT.
  3.  ANY  RAILROAD  CORPORATION,  EITHER BY ITSELF OR ITS SUBSIDIARIES,
MAKING CONTRIBUTIONS OR INDEPENDENT EXPENDITURES SHALL, AT LEAST ANNUAL-
LY, DISCLOSE TO ITS SHAREHOLDERS AND FILE WITH THE SECRETARY OF STATE AN
ACCOUNTING OF THE CONTRIBUTIONS AND INDEPENDENT  EXPENDITURES  USED  FOR
SUCH PURPOSES, INCLUDING:
  (A) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (B) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (C)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-
TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
REGULATION SUPPORTED OR OPPOSED; AND
  (D) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
EXPENDITURE.
  4. THE SECRETARY OF STATE SHALL POST EACH RAILROAD CORPORATION'S ANNU-
AL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF STATE.
  5.   THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
TO ENFORCE THE PROVISIONS OF THIS SECTION.
  S 9. The transportation corporations law is amended by  adding  a  new
section 7 to read as follows:
  S  7.  POLITICAL  CONTRIBUTIONS.  (A)  DEFINITIONS.  WHEN USED IN THIS
SECTION:
  (1) THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION,  OUTSTANDING
LOAN,  ADVANCE,  DEPOSIT  OF  MONEY  OR ANY THING OF VALUE PROVIDED TO A
POLITICAL COMMITTEE, PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE  OR  DULY
CONSTITUTED  SUBCOMMITTEE  OF  A  COUNTY  COMMITTEE,  AS THOSE TERMS ARE
DEFINED IN ARTICLE FOURTEEN OF THE ELECTION LAW,  IN  SUPPORT  OR  OPPO-
SITION  TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM, POLITICAL
PARTY, ELECTIONEERING COMMUNICATION OR ANY  COMMUNICATION  MADE  TO  THE
GENERAL  PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A GOVERNMENT
OFFICIAL, CANDIDATE FOR  PUBLIC  OR  PARTY  OFFICE  OR  POLITICAL  PARTY
REGARDING  PENDING  LEGISLATION,  PUBLIC  POLICY OR A GOVERNMENT RULE OR
REGULATION;
  (2) THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY  A
PERSON  FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC AUDIENCE
VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
AL PUBLIC AUDIENCE VIA  ADVERTISEMENTS,  PAMPHLETS,  CIRCULARS,  FLYERS,
BROCHURES,  LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR INFOR-
MATION CONVEYED TO FIVE HUNDRED OR MORE  MEMBERS  OF  A  GENERAL  PUBLIC
AUDIENCE  BY  COMPUTER  OR OTHER ELECTRONIC DEVICES WHICH: (I) EXPRESSLY
ADVOCATES THE ELECTION OR DEFEAT OF A CLEARLY  IDENTIFIED  CANDIDATE  OR
THE  SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE, THE
CANDIDATE'S POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL  COMMITTEE
FORMED  TO  PROMOTE  THE  SUCCESS  OR DEFEAT OF A BALLOT PROPOSAL OR ITS
AGENTS, DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN  ANY
SUCH  COMMUNICATION.    INDEPENDENT  EXPENDITURES  DO NOT INCLUDE: (I) A
COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
AL OR DISTRIBUTED THROUGH THE FACILITIES OF  ANY  BROADCASTING  STATION,
CABLE  OR  SATELLITE  UNLESS SUCH PUBLICATION OR FACILITIES ARE OWNED OR
CONTROLLED BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE;  OR
(II)  A  COMMUNICATION  THAT CONSTITUTES A CANDIDATE DEBATE OR FORUM; OR
(III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.

S. 177                             10

  (B) NOTWITHSTANDING ANY OTHER  LIMITS  ON  TRANSPORTATION  CORPORATION
CONTRIBUTIONS TO, OR EXPENDITURES ON BEHALF OF, CANDIDATES FOR PUBLIC OR
PARTY  OFFICE, POLITICAL COMMITTEES, PARTY COMMITTEES OR BALLOT REFEREN-
DUM, BEFORE A TRANSPORTATION CORPORATION OR ANY OF ITS SUBSIDIARIES  MAY
MAKE  A  CONTRIBUTION  OR  INDEPENDENT  EXPENDITURE,  THE TRANSPORTATION
CORPORATION SHALL, AT LEAST ANNUALLY, OBTAIN THE PRIOR AUTHORIZATION  BY
VOTE  OF  A  MAJORITY  OF  THE  SHARES  CAST  ON SUCH RESOLUTION TO MAKE
CONTRIBUTIONS OR INDEPENDENT EXPENDITURES UP TO A STATED AGGREGATE ANNU-
AL AMOUNT.
  (C) ANY TRANSPORTATION CORPORATION, EITHER BY ITSELF  OR  ITS  SUBSID-
IARIES,  MAKING CONTRIBUTIONS OR INDEPENDENT EXPENDITURES SHALL AT LEAST
ANNUALLY DISCLOSE TO ITS SHAREHOLDERS AND FILE  WITH  THE  SECRETARY  OF
STATE  AN  ACCOUNTING  OF THE CONTRIBUTIONS AND INDEPENDENT EXPENDITURES
USED FOR SUCH PURPOSES, INCLUDING:
  (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (3) THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN  INDE-
PENDENT  EXPENDITURE,  THE  IDENTITY OF THE CANDIDATE, REFERENDUM, POLI-
TICAL PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE  OR
REGULATION SUPPORTED OR OPPOSED; AND
  (4)  THE  BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION OR INDEPENDENT
EXPENDITURE.
  (D) THE SECRETARY OF  STATE  SHALL  POST  EACH  TRANSPORTATION  CORPO-
RATION'S ANNUAL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF
STATE.
  (E)  THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
TO ENFORCE THE PROVISIONS OF THIS SECTION.
  S 10. The banking law is amended by adding a new section 5017 to  read
as follows:
  S  5017.  POLITICAL  CONTRIBUTIONS.  1. DEFINITIONS. WHEN USED IN THIS
SECTION:
  (A) THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION,  OUTSTANDING
LOAN,  ADVANCE,  DEPOSIT  OF  MONEY  OR ANY THING OF VALUE PROVIDED TO A
POLITICAL COMMITTEE, PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE  OR  DULY
CONSTITUTED  SUBCOMMITTEE  OF  A  COUNTY  COMMITTEE,  AS THOSE TERMS ARE
DEFINED IN ARTICLE FOURTEEN OF THE ELECTION LAW,  IN  SUPPORT  OR  OPPO-
SITION  TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM, POLITICAL
PARTY, ELECTIONEERING COMMUNICATION OR ANY  COMMUNICATION  MADE  TO  THE
GENERAL  PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A GOVERNMENT
OFFICIAL, CANDIDATE FOR  PUBLIC  OR  PARTY  OFFICE  OR  POLITICAL  PARTY
REGARDING  PENDING  LEGISLATION,  PUBLIC  POLICY OR A GOVERNMENT RULE OR
REGULATION;
  (B) THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY  A
PERSON  FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC AUDIENCE
VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
AL PUBLIC AUDIENCE VIA  ADVERTISEMENTS,  PAMPHLETS,  CIRCULARS,  FLYERS,
BROCHURES,  LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR INFOR-
MATION CONVEYED TO FIVE HUNDRED OR MORE  MEMBERS  OF  A  GENERAL  PUBLIC
AUDIENCE  BY  COMPUTER  OR OTHER ELECTRONIC DEVICES WHICH: (I) EXPRESSLY
ADVOCATES THE ELECTION OR DEFEAT OF A CLEARLY  IDENTIFIED  CANDIDATE  OR
THE  SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE, THE
CANDIDATE'S POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL  COMMITTEE
FORMED  TO  PROMOTE  THE  SUCCESS  OR DEFEAT OF A BALLOT PROPOSAL OR ITS
AGENTS, DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN  ANY
SUCH  COMMUNICATION.    INDEPENDENT  EXPENDITURES  DO NOT INCLUDE: (I) A
COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-

S. 177                             11

AL OR DISTRIBUTED THROUGH THE FACILITIES OF  ANY  BROADCASTING  STATION,
CABLE  OR  SATELLITE  UNLESS SUCH PUBLICATION OR FACILITIES ARE OWNED OR
CONTROLLED BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE;  OR
(II)  A  COMMUNICATION  THAT CONSTITUTES A CANDIDATE DEBATE OR FORUM; OR
(III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
  2. NOTWITHSTANDING ANY OTHER LIMITS ON CORPORATION CONTRIBUTIONS TO OR
EXPENDITURES ON BEHALF OF POLITICAL  CANDIDATES,  POLITICAL  COMMITTEES,
PARTY COMMITTEES, OR BALLOT REFERENDUMS, BEFORE A CORPORATION MAY MAKE A
CONTRIBUTION  OR INDEPENDENT EXPENDITURE, THE CORPORATION SHALL AT LEAST
ANNUALLY OBTAIN THE PRIOR AUTHORIZATION BY VOTE OF  A  MAJORITY  OF  THE
SHARES OR MEMBERS CAST ON SUCH RESOLUTION TO MAKE CONTRIBUTIONS OR INDE-
PENDENT EXPENDITURES, UP TO A STATED AGGREGATE ANNUAL AMOUNT.
  3.  ANY  CORPORATION,  EITHER  BY ITSELF OR ITS SUBSIDIARIES, MAKING A
CONTRIBUTION  OR  INDEPENDENT  EXPENDITURE  SHALL,  AT  LEAST  ANNUALLY,
DISCLOSE  TO  ITS  SHAREHOLDERS  AND FILE WITH THE SECRETARY OF STATE AN
ACCOUNTING OF THE CONTRIBUTIONS AND INDEPENDENT  EXPENDITURES  USED  FOR
SUCH PURPOSES, INCLUDING:
  (A) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (B) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (C)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-
TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
REGULATION SUPPORTED OR OPPOSED; AND
  (D) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
EXPENDITURE.
  4. THE SECRETARY OF STATE SHALL POST EACH CORPORATION'S ANNUAL DISCLO-
SURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF STATE.
  5.  THE  ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
TO ENFORCE THE PROVISIONS OF THIS SECTION.
  S 11. The limited liability company law is amended  by  adding  a  new
section 510 to read as follows:
  S  510.  POLITICAL  CONTRIBUTIONS.  (A) DEFINITIONS. WHEN USED IN THIS
SECTION:
  (1) THE TERM "CONTRIBUTION" MEANS ANY GIFT, SUBSCRIPTION,  OUTSTANDING
LOAN,  ADVANCE,  DEPOSIT  OF  MONEY  OR ANY THING OF VALUE PROVIDED TO A
POLITICAL COMMITTEE, PARTY  COMMITTEE,  CONSTITUTED  COMMITTEE  OR  DULY
CONSTITUTED  SUBCOMMITTEE  OF  A  COUNTY  COMMITTEE,  AS THOSE TERMS ARE
DEFINED IN ARTICLE FOURTEEN OF THE ELECTION LAW,  IN  SUPPORT  OR  OPPO-
SITION  TO A CANDIDATE FOR PUBLIC OR PARTY OFFICE, REFERENDUM, POLITICAL
PARTY, ELECTIONEERING COMMUNICATION OR ANY  COMMUNICATION  MADE  TO  THE
GENERAL  PUBLIC INTENDED TO ENCOURAGE THE PUBLIC TO CONTACT A GOVERNMENT
OFFICIAL, CANDIDATE FOR  PUBLIC  OR  PARTY  OFFICE  OR  POLITICAL  PARTY
REGARDING  PENDING  LEGISLATION,  PUBLIC  POLICY OR A GOVERNMENT RULE OR
REGULATION;
  (2) THE TERM "INDEPENDENT EXPENDITURE" MEANS AN EXPENDITURE MADE BY  A
PERSON  FOR AN AUDIO OR VIDEO COMMUNICATION TO A GENERAL PUBLIC AUDIENCE
VIA BROADCAST, CABLE OR SATELLITE OR A WRITTEN COMMUNICATION TO A GENER-
AL PUBLIC AUDIENCE VIA  ADVERTISEMENTS,  PAMPHLETS,  CIRCULARS,  FLYERS,
BROCHURES,  LETTERHEADS OR OTHER PRINTED MATTER AND STATEMENTS OR INFOR-
MATION CONVEYED TO FIVE HUNDRED OR MORE  MEMBERS  OF  A  GENERAL  PUBLIC
AUDIENCE  BY  COMPUTER  OR OTHER ELECTRONIC DEVICES WHICH: (I) EXPRESSLY
ADVOCATES THE ELECTION OR DEFEAT OF A CLEARLY  IDENTIFIED  CANDIDATE  OR
THE  SUCCESS OR DEFEAT OF A BALLOT PROPOSAL AND (II) SUCH CANDIDATE, THE
CANDIDATE'S POLITICAL COMMITTEE OR ITS AGENTS, OR A POLITICAL  COMMITTEE
FORMED  TO  PROMOTE  THE  SUCCESS  OR DEFEAT OF A BALLOT PROPOSAL OR ITS

S. 177                             12

AGENTS, DID NOT AUTHORIZE, REQUEST, SUGGEST, FOSTER OR COOPERATE IN  ANY
SUCH  COMMUNICATION.    INDEPENDENT  EXPENDITURES  DO NOT INCLUDE: (I) A
COMMUNICATION APPEARING IN A WRITTEN NEWS STORY, COMMENTARY, OR EDITORI-
AL  OR  DISTRIBUTED  THROUGH THE FACILITIES OF ANY BROADCASTING STATION,
CABLE OR SATELLITE UNLESS SUCH PUBLICATION OR FACILITIES  ARE  OWNED  OR
CONTROLLED  BY ANY POLITICAL PARTY, POLITICAL COMMITTEE OR CANDIDATE; OR
(II) A COMMUNICATION THAT CONSTITUTES A CANDIDATE DEBATE  OR  FORUM;  OR
(III) A COMMUNICATION WHICH CONSTITUTES AN EXPENDITURE MADE BY AN ENTITY
REQUIRED TO REPORT SUCH EXPENDITURE WITH A BOARD OF ELECTIONS.
  (B)  NOTWITHSTANDING ANY OTHER LIMITS ON CONTRIBUTIONS TO, OR EXPENDI-
TURES ON BEHALF OF, CANDIDATES FOR PUBLIC  OR  PARTY  OFFICE,  POLITICAL
COMMITTEES,  PARTY  COMMITTEES  OR  BALLOT  REFERENDUM, BEFORE A LIMITED
LIABILITY COMPANY MAY MAKE A CONTRIBUTION  OR  INDEPENDENT  EXPENDITURE,
THE LIMITED LIABILITY COMPANY SHALL, AT LEAST ANNUALLY, OBTAIN THE PRIOR
AUTHORIZATION  BY  VOTE OF A MAJORITY OF THE MEMBERS OR MANAGERS CAST ON
SUCH RESOLUTION TO MAKE CONTRIBUTIONS OR INDEPENDENT EXPENDITURES UP  TO
A STATED AGGREGATE ANNUAL AMOUNT.
  (C)  ANY  LIMITED  LIABILITY  COMPANY, EITHER BY ITSELF OR ITS SUBSID-
IARIES, MAKING A CONTRIBUTION OR INDEPENDENT EXPENDITURE SHALL AT  LEAST
ANNUALLY DISCLOSE TO ITS MEMBERS OR MANAGERS AND FILE WITH THE SECRETARY
OF STATE AN ACCOUNTING OF THE CONTRIBUTIONS AND INDEPENDENT EXPENDITURES
USED FOR SUCH PURPOSES, INCLUDING:
  (1) THE DATE OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (2) THE AMOUNT OF THE CONTRIBUTION OR INDEPENDENT EXPENDITURE;
  (3)  THE IDENTITY OF THE RECIPIENT OF THE CONTRIBUTION, OR IF AN INDE-
PENDENT EXPENDITURE, THE IDENTITY OF THE  CANDIDATE,  REFERENDUM,  POLI-
TICAL  PARTY, PENDING LEGISLATION, PUBLIC POLICY OR A GOVERNMENT RULE OR
REGULATION SUPPORTED OR OPPOSED; AND
  (4) THE BUSINESS RATIONALE FOR EACH SUCH CONTRIBUTION  OR  INDEPENDENT
EXPENDITURE.
  (D) THE SECRETARY OF STATE SHALL POST EACH LIMITED LIABILITY COMPANY'S
ANNUAL DISCLOSURE ON THE WEBSITE MAINTAINED BY THE SECRETARY OF STATE.
  (E)  THE ATTORNEY GENERAL MAY COMMENCE AN ACTION OR SPECIAL PROCEEDING
TO ENFORCE THE PROVISIONS OF THIS SECTION.
  S 12. Severability. If any clause,  sentence,  paragraph,  section  or
part  of  this act shall be adjudged by any court of competent jurisdic-
tion to be invalid and after exhaustion of all further judicial  review,
the judgment shall not affect, impair or invalidate the remainder there-
of,  but  shall  be  confined  in its operation to the clause, sentence,
paragraph, section or part of this act directly involved in the  contro-
versy in which the judgment shall have been rendered.
  S  13. This act shall take effect on the first of August next succeed-
ing the date on which it shall have become a law.