What's happening
This bill requires corporations, cooperatives, nonprofits, LLCs, and similar entities to get shareholder or member approval and disclose all political spending annually.
Why it matters
Empowers shareholders and members. By requiring a vote for political spending, the bill gives shareholders and members a real say in whether and how their organization’s funds are used for political purposes, potentially aligning spending with stakeholder values and priorities.
Shines a light on 'dark money'. Mandated public disclosure of all political contributions and independent expenditures—posted on the Secretary of State’s website—means the public, investors, and watchdogs can track which entities are spending to influence politics, and where that money is going.
Broad scope covers many entity types. The requirements aren’t limited to just corporations; they also apply to cooperatives, nonprofits, LLCs, railroads, transportation companies, banks, and foreign corporations operating in NY, which could significantly increase transparency across the nonprofit and business landscape.
Enforceability and legal accountability. The bill allows the Attorney General to take legal action against organizations that fail to comply, adding teeth to the new rules and incentivizing organizations to follow both the approval and disclosure requirements.
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Who cares
Headline styles
Require Corporate Political Transparency
Plain English, a few words. Used as the page title.
Sponsors
Senator · Senate District 26
No co-sponsors yet.
History
- Referred to corporations, authorities and commissions
- Print number 2364a
- Amend and recommit to corporations, authorities and commissions
- Referred to corporations, authorities and commissions
Companion bill
The same bill in the other chamber. A bill becomes law when one version passes both houses and the governor signs it, so either number can carry it.
Require Corporate Political Disclosure
In Assembly Committee · Election Law · Sponsor Nily Rozic
Full text
12 pagesUnderlined is new[Struck] is removedOfficial text on nysenate.gov ↗
STATE OF NEW YORK
2364--A
2019-2020 Regular Sessions
IN SENATE
January 24, 2019
Introduced by Sen. KAVANAGH -- read twice and ordered printed, and when printed to be committed to the Committee on Corporations, Authorities and Commissions -- committee discharged, bill amended, ordered reprinted as amended and recommitted to said committee
AN ACT to amend the business corporation law, the cooperative corporations law, the not-for-profit corporation law, the railroad law, the transportation corporations law, the banking law and the limited liability company law, in relation to enacting the "corporate political activity accountability to shareholders act"
The People of the State of New York, represented in Senate and Assembly, 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".
§ 2. The business corporation law is amended by adding a new section 631 to read as follows: § 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 opposition 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.
LBD00804-02-9
S. 2364--A 2
al public audience via advertisements, pamphlets, circulars, flyers, brochures, letterheads or other printed matter and statements or information 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: (A) a communication appearing in a written news story, commentary, or editorial 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 (B) a communication that constitutes a candidate debate or forum; or (C) 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, political committees, party committees or ballot referendum, before a corporation 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 resolution to make contributions or independent expenditures up to a stated aggregate annual amount for a stated business purpose.
(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; and
(3) the identity of the recipient of the contribution, or if an independent expenditure, the identity of the candidate, referendum, political party, pending legislation, public policy or a government rule or regulation supported or opposed.
(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.
§ 3. The business corporation law is amended by adding a new section 1321 to read as follows: § 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 opposition 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;
S. 2364--A 3
(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 general public audience via advertisements, pamphlets, circulars, flyers, brochures, letterheads or other printed matter and statements or information 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: (A) a communication appearing in a written news story, commentary, or editorial 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 (B) a communication that constitutes a candidate debate or forum; or (C) 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, political 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 for a stated business purpose.
(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; and
(3) the identity of the recipient of the contribution, or if an independent expenditure, the identity of the candidate, referendum, political party, pending legislation, public policy or a government rule or regulation supported or opposed.
(d) The secretary of state shall post each foreign 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.
§ 4. The business corporation law is amended by adding a new section 1517 to read as follows: § 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 defined in article fourteen of the election law, in support or opposition to a candidate for public or party office, referendum, political party, electioneering communication or any communication made to the
S. 2364--A 4
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 general public audience via advertisements, pamphlets, circulars, flyers, brochures, letterheads or other printed matter and statements or information 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: (A) a communication appearing in a written news story, commentary, or editorial 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 (B) a communication that constitutes a candidate debate or forum; or (C) 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 corporation 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 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 for a stated business purpose.
(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; and
(3) the identity of the recipient of the contribution, or if an independent expenditure, the identity of the candidate, referendum, political party, pending legislation, public policy or a government rule or regulation supported or opposed.
(d) The secretary of state shall post each professional service 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.
§ 5. The business corporation law is amended by adding a new section 1534 to read as follows: § 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
S. 2364--A 5
constituted subcommittee of a county committee, as those terms are defined in article fourteen of the election law, in support or opposition 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;
Reflowed for reading: line numbers and page breaks removed. Cite the official text.
Sponsor's memo
Title of bill
An act to amend the business corporation law, the cooperative corporations law, the not-for-profit corporation law, the railroad law, the transportation corporations law, the banking law and the limited liability company law, in relation to enacting the "corpo- rate political activity accountability to shareholders act"
Purpose
The purpose of this bill is to empower shareholders to make decisions about core corporate political activity.
Summary of provisions
Section 1 provides the title of the bill.
Sections 2 through 11 requires that corporations formed under the busi- ness corporation law, the cooperative corporation law, the not-for-pro- fit law, the railroad law, the transportation corporations law, the banking law, and the limited liability company law (1) at least annually obtain prior authorization of a majority of voting shares before making any corporate political donations up to a stated aggregate annual amount for a stated business purpose, and (2) disclose to its shareholders and file with the secretary of state an accounting of all such contribution or independent expenditures, including the identity of the candidate, referendum, political party, pending legislation, public policy or a government rule or regulation supported or opposed.
Sections 2 through 11 also provide the attorney general with the author- ity to enforce the provisions of each section.
Section 12 contains a severability clause.
Section 13 sets forth the effective date.
Justification
This bill responds to the Supreme Court's decision in Citizen's United v. Federal Election Commission to effectively eliminate restrictions on corporations' ability to expend corporate resources in support or oppo- sition of political candidates, political parties and ballot referen- dums. Specifically, this bill gives shareholders the necessary tools to ensure that the expenditure of corporate resources toward political activity serves the objectives for which the corporation was formed, is consistent with the corporation's business interests and enhances rather than diminishes shareholder value.
Legislative history
2018: S7066(Kavanagh)/A1148 (Rozic) - Corporations, Authorities and Commissions/Election Law
2017: A1148 (Rozic) - Election Law
2016: 5138 (Squadron)/A289 (Rozic) Corporations, Authorities and Commissions/Election Law
2015: S138 (Squadron)/A289 (Rozic) Corporations, Authorities and Commissions/Election Law
2014: S177 (Squadron)/A7287 (Rozic) - Corporations, Authorities and Commissions/Election Law
2013: S177 (Squadron)/A7287 (Rozic) Corporations, Authorities and Commissions/Election Law
2012: 5101 (Squadron)/A696 (Lancman) - Rules/Election Law
2011: 5101 (Squadron)/A696 (Lancman) - Corporations, Authorities and Commissions/Election Law
2010: S7083 (Squadron)/A9948 (Lancman) - Finance
Fiscal implications
None to the state.
Effective date
This act shall take effect on the first of August next succeeding the date on which it shall have become a law.
Summaries, headlines and scores are AI-generated from the official bill text. How we score bills. Source: NYS Open Legislation.