II 

Calendar No. 446 

112TH CONGRESS 

2D SESSION S. 3369 

To amend the Federal Election Campaign Act of 1971 to provide for additional disclosure requirements for corporations, labor organizations, 

Super PACs and other entities, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

JULY 10, 2012 

Mr. WHITEHOUSE (for himself, Mr. UDALL of New Mexico, Mr. FRANKEN, 

Mr. SCHUMER, Mr. NELSON of Florida, Mr. BENNET, Mr. MERKLEY, 

Mrs. SHAHEEN, Mr. BROWN of Ohio, Mr. LEAHY, Mr. BINGAMAN, Ms. 

LANDRIEU, Ms. MIKULSKI, Mr. MENENDEZ, Mrs. HAGAN, Mr. UDALL of 

Colorado, Ms. STABENOW, Mr. LEVIN, Mr. HARKIN, Mr. COONS, Mr. 

KOHL, Mr. CONRAD, Mr. INOUYE, Mr. SANDERS, Mr. REED, Mrs. 

MCCASKILL, Mr. BLUMENTHAL, and Mrs. GILLIBRAND) introduced the 

following bill; which was read the first time 

JULY 11, 2012 

Read the second time and placed on the calendar 

A BILL 

To amend the Federal Election Campaign Act of 1971 to 

provide for additional disclosure requirements for corporations, labor organizations, Super PACs and other 

entities, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

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1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Democracy Is 

3 Strengthened by Casting Light On Spending in Elections 

4 Act of 2012’’ or the ‘‘DISCLOSE Act of 2012’’. 

5 SEC. 2. CAMPAIGN DISBURSEMENT REPORTING. 

6 (a) INFORMATION REQUIRED TO BE REPORTED.— 

7 (1) TREATMENT OF FUNCTIONAL EQUIVALENT

8 OF EXPRESS ADVOCACY AS INDEPENDENT EXPENDI9 TURE.—Subparagraph (A) of section 301(17) of the 

10 Federal Election Campaign Act of 1971 (2 U.S.C. 

11 431(17)) is amended to read as follows: 

12 ‘‘(A) that expressly advocates the election 

13 or defeat of a clearly identified candidate, or is 

14 the functional equivalent of express advocacy 

15 because, when taken as a whole, it can be inter16 preted by a reasonable person only as advo17 cating the election or defeat of a candidate, tak18 ing into account whether the communication in19 volved mentions a candidacy, a political party, 

20 or a challenger to a candidate, or takes a posi21 tion on a candidate’s character, qualifications, 

22 or fitness for office; and’’. 

23 (2) EXPANSION OF PERIOD DURING WHICH

24 COMMUNICATIONS ARE TREATED AS ELECTION25 EERING COMMUNICATIONS.—Section 304(f)(3)(A)(i) 

26 of such Act (2 U.S.C. 434(f)(3)(A)(i)) is amended— 

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1 (A) by redesignating subclause (III) as 

2 subclause (IV); and 

3 (B) by striking subclause (II) and insert4 ing the following: 

5 ‘‘(II) in the case of a communica6 tion which refers to a candidate for an 

7 office other than the President or Vice 

8 President, is made during the period 

9 beginning on January 1 of the cal10 endar year in which a general or run11 off election is held and ending on the 

12 date of the general or runoff election 

13 (or in the case of a special election, 

14 during the period beginning on the 

15 date on which the announcement with 

16 respect to such election is made and 

17 ending on the date of the special elec18 tion); 

19 ‘‘(III) in the case of a commu20 nication which refers to a candidate 

21 for the office of President or Vice 

22 President, is made in any State dur23 ing the period beginning 120 days be24 fore the first primary election, caucus, 

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1 lection of delegates to a national 

2 nominating convention of a political 

3 party is held in any State (or, if no 

4 such election or caucus is held in any 

5 State, the first convention or caucus 

6 of a political party which has the au7 thority to nominate a candidate for 

8 the office of President or Vice Presi9 dent) and ending on the date of the 

10 general election; and’’. 

11 (3) EFFECTIVE DATE; TRANSITION FOR ELEC12 TIONEERING COMMUNICATIONS MADE PRIOR TO EN13 ACTMENT.—The amendment made by paragraph (2) 

14 shall apply with respect to communications made on 

15 or after January 1, 2013, except that no commu16 nication which is made prior to such date shall be 

17 treated as an electioneering communication under 

18 subclause (II) or (III) of section 304(f)(3)(A)(i) of 

19 the Federal Election Campaign Act of 1971 (as 

20 amended by paragraph (2)) unless the communica21 tion would be treated as an electioneering commu22 nication under such section if the amendment made 

23 by paragraph (2) did not apply. 

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1 (b) DISCLOSURE REQUIREMENTS FOR CORPORA2 TIONS, LABOR ORGANIZATIONS, AND CERTAIN OTHER

3 ENTITIES.— 

4 (1) IN GENERAL.—Section 324 of the Federal 

5 Election Campaign Act of 1971 (2 U.S.C. 441k) is 

6 amended to read as follows: 

7 ‘‘SEC. 324. DISCLOSURE OF CAMPAIGN-RELATED DISBURSE8 MENTS BY COVERED ORGANIZATIONS. 

9 ‘‘(a) DISCLOSURE STATEMENT.— 

10 ‘‘(1) IN GENERAL.—Any covered organization 

11 that makes campaign-related disbursements aggre12 gating more than $10,000 in an election reporting 

13 cycle shall, not later than 24 hours after each disclo14 sure date, file a statement with the Commission 

15 made under penalty of perjury that contains the in16 formation described in paragraph (2)— 

17 ‘‘(A) in the case of the first statement filed 

18 under this subsection, for the period beginning 

19 on the first day of the election reporting cycle 

20 and ending on the first such disclosure date; 

21 and 

22 ‘‘(B) in the case of any subsequent state23 ment filed under this subsection, for the period 

24 beginning on the previous disclosure date and 

25 ending on such disclosure date. 

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1 ‘‘(2) INFORMATION DESCRIBED.—The informa2 tion described in this paragraph is as follows: 

3 ‘‘(A) The name of the covered organization 

4 and the principal place of business of such or5 ganization. 

6 ‘‘(B) The amount of each campaign-related 

7 disbursement made by such organization during 

8 the period covered by the statement of more 

9 than $1,000, and the name and address of the 

10 person to whom the disbursement was made. 

11 ‘‘(C) In the case of a campaign-related dis12 bursement that is not a covered transfer, the 

13 election to which the campaign-related disburse14 ment pertains and if the disbursement is made 

15 for a public communication, the name of any 

16 candidate identified in such communication and 

17 whether such communication is in support of or 

18 in opposition to a candidate. 

19 ‘‘(D) A certification by the chief executive 

20 officer or person who is the head of the covered 

21 organization that the campaign-related dis22 bursement is not made in cooperation, consulta23 tion, or concert with or at the request or sug24 gestion of a candidate, authorized committee, or 

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1 agent of a candidate, political party, or agent of 

2 a political party. 

3 ‘‘(E) If the covered organization makes 

4 campaign-related disbursements using exclu5 sively funds in a segregated bank account con6 sisting of funds that were paid directly to such 

7 account by persons other than the covered orga8 nization that controls the account, for each 

9 such payment to the account— 

10 ‘‘(i) the name and address of each 

11 person who made such payment during the 

12 period covered by the statement; 

13 ‘‘(ii) the date and amount of such 

14 payment; and 

15 ‘‘(iii) the aggregate amount of all such 

16 payments made by the person during the 

17 period beginning on the first day of the 

18 election reporting cycle and ending on the 

19 disclosure date; 

20 but only if such payment was made by a person 

21 who made payments to the account in an aggre22 gate amount of $10,000 or more during the pe23 riod beginning on the first day of the election 

24 reporting cycle and ending on the disclosure 

25 date. 

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1 ‘‘(F) If the covered organization makes 

2 campaign-related disbursements using funds 

3 other than funds in a segregated bank account 

4 described in subparagraph (E), for each pay5 ment to the covered organization— 

6 ‘‘(i) the name and address of each 

7 person who made such payment during the 

8 period covered by the statement; 

9 ‘‘(ii) the date and amount of such 

10 payment; and 

11 ‘‘(iii) the aggregate amount of all such 

12 payments made by the person during the 

13 period beginning on the first day of the 

14 election reporting cycle and ending on the 

15 disclosure date; 

16 but only if such payment was made by a person 

17 who made payments to the covered organization 

18 in an aggregate amount of $10,000 or more 

19 during the period beginning on the first day of 

20 the election reporting cycle and ending on the 

21 disclosure date. 

22 ‘‘(G) Such other information as required in 

23 rules established by the Commission to promote 

24 the purposes of this section. 

25 ‘‘(3) EXCEPTIONS.— 

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1 ‘‘(A) AMOUNTS RECEIVED IN ORDINARY

2 COURSE OF BUSINESS.—The requirement to in3 clude in a statement filed under paragraph (1) 

4 the information described in paragraph (2) 

5 shall not apply to amounts received by the cov6 ered organization in commercial transactions in 

7 the ordinary course of any trade or business 

8 conducted by the covered organization or in the 

9 form of investments (other than investments by 

10 the principal shareholder in a limited liability 

11 corporation) in the covered organization. 

12 ‘‘(B) DONOR RESTRICTION ON USE OF

13 FUNDS.—The requirement to include in a state14 ment submitted under paragraph (1) the infor15 mation described in subparagraph (F) of para16 graph (2) shall not apply if— 

17 ‘‘(i) the person described in such sub18 paragraph prohibited, in writing, the use of 

19 the payment made by such person for cam20 paign-related disbursements; and 

21 ‘‘(ii) the covered organization agreed 

22 to follow the prohibition and deposited the 

23 payment in an account which is segregated 

24 from any account used to make campaign25 related disbursements. 

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1 ‘‘(C) AMOUNTS RECEIVED FROM AFFILI2 ATES.—The requirement to include in a state3 ment submitted under paragraph (1) the infor4 mation described in subparagraph (F) of para5 graph (2) shall not apply to any amount which 

6 is described in subsection (f)(3)(A)(i). 

7 ‘‘(4) OTHER DEFINITIONS.—For purposes of 

8 this section: 

9 ‘‘(A) DISCLOSURE DATE.—The term ‘dis10 closure date’ means— 

11 ‘‘(i) the first date during any election 

12 reporting cycle by which a person has 

13 made campaign-related disbursements ag14 gregating more than $10,000; and 

15 ‘‘(ii) any other date during such elec16 tion reporting cycle by which a person has 

17 made campaign-related disbursements ag18 gregating more than $10,000 since the 

19 most recent disclosure date for such elec20 tion reporting cycle. 

21 ‘‘(B) ELECTION REPORTING CYCLE.—The 

22 term ‘election reporting cycle’ means the 2-year 

23 period beginning on the date of the most recent 

24 general election for Federal office. 

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1 ‘‘(C) PAYMENT.—The term ‘payment’ in2 cludes any contribution, donation, transfer, pay3 ment of dues, or other payment. 

4 ‘‘(b) COORDINATION WITH OTHER PROVISIONS.— 

5 ‘‘(1) OTHER REPORTS FILED WITH THE COM6 MISSION.—Information included in a statement filed 

7 under this section may be excluded from statements 

8 and reports filed under section 304. 

9 ‘‘(2) TREATMENT AS SEPARATE SEGREGATED

10 FUND.—A segregated bank account referred to in 

11 subsection (a)(2)(E) may be treated as a separate 

12 segregated fund for purposes of section 527(f)(3) of 

13 the Internal Revenue Code of 1986. 

14 ‘‘(c) FILING.—Statements required to be filed under 

15 subsection (a) shall be subject to the requirements of sec16 tion 304(d) to the same extent and in the same manner 

17 as if such reports had been required under subsection (c) 

18 or (g) of section 304. 

19 ‘‘(d) CAMPAIGN-RELATED DISBURSEMENT DE20 FINED.—In this section, the term ‘campaign-related dis21 bursement’ means a disbursement by a covered organiza22 tion for any of the following: 

23 ‘‘(1) An independent expenditure consisting of a 

24 public communication. 

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1 ‘‘(2) An electioneering communication, as de2 fined in section 304(f)(3). 

3 ‘‘(3) A covered transfer. 

4 ‘‘(e) COVERED ORGANIZATION DEFINED.—In this 

5 section, the term ‘covered organization’ means any of the 

6 following: 

7 ‘‘(1) A corporation (other than an organization 

8 described in section 501(c)(3) of the Internal Rev9 enue Code of 1986). 

10 ‘‘(2) An organization described in section 

11 501(c) of such Code and exempt from taxation 

12 under section 501(a) of such Code (other than an 

13 organization described in section 501(c)(3) of such 

14 Code). 

15 ‘‘(3) A labor organization (as defined in section 

16 316(b)). 

17 ‘‘(4) Any political organization under section 

18 527 of the Internal Revenue Code of 1986, other 

19 than a political committee under this Act. 

20 ‘‘(f) COVERED TRANSFER DEFINED.— 

21 ‘‘(1) IN GENERAL.—In this section, the term 

22 ‘covered transfer’ means any transfer or payment of 

23 funds by a covered organization to another person if 

24 the covered organization— 

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1 ‘‘(A) designates, requests, or suggests that 

2 the amounts be used for— 

3 ‘‘(i) campaign-related disbursements 

4 (other than covered transfers); or 

5 ‘‘(ii) making a transfer to another 

6 person for the purpose of making or pay7 ing for such campaign-related disburse8 ments; 

9 ‘‘(B) made such transfer or payment in re10 sponse to a solicitation or other request for a 

11 donation or payment for— 

12 ‘‘(i) the making of or paying for cam13 paign-related disbursements (other than 

14 covered transfers); or 

15 ‘‘(ii) making a transfer to another 

16 person for the purpose of making or pay17 ing for such campaign-related disburse18 ments; 

19 ‘‘(C) engaged in discussions with the re20 cipient of the transfer or payment regarding— 

21 ‘‘(i) the making of or paying for cam22 paign-related disbursements (other than 

23 covered transfers); or 

24 ‘‘(ii) donating or transferring any 

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1 other person for the purpose of making or 

2 paying for such campaign-related disburse3 ments; 

4 ‘‘(D) made campaign-related disburse5 ments (other than a covered transfer) in an ag6 gregate amount of $50,000 or more during the 

7 2-year period ending on the date of the transfer 

8 or payment, or knew or had reason to know 

9 that the person receiving the transfer or pay10 ment made such disbursements in such an ag11 gregate amount during that 2-year period; or 

12 ‘‘(E) knew or had reason to know that the 

13 person receiving the transfer or payment would 

14 make campaign-related disbursements in an ag15 gregate amount of $50,000 or more during the 

16 2-year period beginning on the date of the 

17 transfer or payment. 

18 ‘‘(2) EXCLUSIONS.—The term ‘covered transfer’ 

19 does not include any of the following: 

20 ‘‘(A) A disbursement made by a covered 

21 organization in a commercial transaction in the 

22 ordinary course of any trade or business con23 ducted by the covered organization or in the 

24 form of investments made by the covered orga25 nization. 

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1 ‘‘(B) A disbursement made by a covered 

2 organization if— 

3 ‘‘(i) the covered organization prohib4 ited, in writing, the use of such disburse5 ment for campaign-related disbursements; 

6 and 

7 ‘‘(ii) the recipient of the disbursement 

8 agreed to follow the prohibition and depos9 ited the disbursement in an account which 

10 is segregated from any account used to 

11 make campaign-related disbursements. 

12 ‘‘(3) EXCEPTION FOR CERTAIN TRANSFERS

13 AMONG AFFILIATES.— 

14 ‘‘(A) EXCEPTION FOR CERTAIN TRANS15 FERS AMONG AFFILIATES.— 

16 ‘‘(i) IN GENERAL.—The term ‘covered 

17 transfer’ does not include an amount 

18 transferred by one covered organization to 

19 another covered organization if such trans20 fer— 

21 ‘‘(I) is not made directly into a 

22 separate segregated bank account de23 scribed in subsection (a)(2)(E), and 

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1 ‘‘(II) is treated as a transfer be2 tween affiliates under subparagraph 

3 (B). 

4 ‘‘(ii) SPECIAL RULE.—If the aggre5 gate amount of transfers described in 

6 clause (i) exceeds $50,000 in any election 

7 reporting cycle— 

8 ‘‘(I) the covered organization 

9 which makes such transfers shall pro10 vide to the covered organization re11 ceiving such transfers the information 

12 required under subsection (a)(2)(F) 

13 (applied by substituting ‘the period 

14 beginning on the first day of the elec15 tion reporting cycle and ending on the 

16 date of the most recent transfer de17 scribed in subsection (f)(3)(A)(i)’ for 

18 ‘the period covered by the statement’ 

19 in clause (i) thereof); and 

20 ‘‘(II) the covered organization re21 ceiving such transfers shall report the 

22 information described in subclause (I) 

23 on any statement filed under sub24 section (a)(1) as if any contribution, 

25 donation, or transfer to which such 

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1 information relates was made directly 

2 to the covered organization receiving 

3 the transfer. 

4 ‘‘(B) DESCRIPTION OF TRANSFERS BE5 TWEEN AFFILIATES.—A transfer of amounts 

6 from one covered organization to another cov7 ered organization shall be treated as a transfer 

8 between affiliates if— 

9 ‘‘(i) one of the organizations is an af10 filiate of the other organization; or 

11 ‘‘(ii) each of the organizations is an 

12 affiliate of the same organization; 

13 except that the transfer shall not be treated as 

14 a transfer between affiliates if one of the orga15 nizations is established for the purpose of mak16 ing campaign-related disbursements. 

17 ‘‘(C) DETERMINATION OF AFFILIATE STA18 TUS.—For purposes of this paragraph, the fol19 lowing organizations shall be considered to be 

20 affiliated with each other: 

21 ‘‘(i) A membership organization, in22 cluding a trade or professional association, 

23 and the related State and local entities of 

24 that organization. 

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1 ‘‘(ii) A national or international labor 

2 organization and its State or local unions, 

3 or an organization of national or inter4 national unions and its State and local en5 tities. 

6 ‘‘(iii) A corporation and its wholly 

7 owned subsidiaries. 

8 ‘‘(D) COVERAGE OF TRANSFERS TO AF9 FILIATED SECTION 501(c)(3) ORGANIZA10 TIONS.—This paragraph shall apply with re11 spect to an amount transferred by a covered or12 ganization to an organization described in para13 graph (3) of section 501(c) of the Internal Rev14 enue Code of 1986 and exempt from tax under 

15 section 501(a) of such Code in the same man16 ner as this paragraph applies to an amount 

17 transferred by a covered organization to an18 other covered organization.’’. 

19 (2) CONFORMING AMENDMENT.—Section 

20 304(f)(6) of such Act (2 U.S.C. 434) is amended by 

21 striking ‘‘Any requirement’’ and inserting ‘‘Except 

22 as provided in section 324(b), any requirement’’. 

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1 SEC. 3. APPLICATION OF DISCLOSURE RULES TO SUPER 

2 PACS. 

3 (a) IN GENERAL.—Subsection (e) of section 324 of 

4 the Federal Election Campaign Act of 1971 (2 U.S.C. 

5 441k), as amended by section 2, is amended by adding 

6 at the end the following new paragraph: 

7 ‘‘(5) A political committee with an account that 

8 accepts donations or contributions that do not com9 ply with the contribution limits or source prohibi10 tions under this Act, but only with respect to such 

11 accounts.’’. 

12 (b) CONFORMING AMENDMENT.—Paragraph (4) of 

13 section 324(e) of such Act (2 U.S.C. 441k), as amended 

14 by section 2, is amended by inserting ‘‘(except as provided 

15 in paragraph (5))’’ before the period at the end. 

16 SEC. 4. SEVERABILITY. 

17 If any provision of this Act or amendment made by 

18 this Act, or the application of a provision or amendment 

19 to any person or circumstance, is held to be unconstitu20 tional, the remainder of this Act and amendments made 

21 by this Act, and the application of the provisions and 

22 amendment to any person or circumstance, shall not be 

23 affected by the holding. 

24 SEC. 5. EFFECTIVE DATE. 

25 Except as provided in section 2(a)(3), the amend26 ments made by this Act shall apply with respects to dismstockstill on DSK4VPTVN1PROD with BILLS

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1 bursements made on or after January 1, 2013, and shall 

2 take effect without regard to whether or not the Federal 

3 Election Commission has promulgated regulations to carry 

4 out such amendments. 

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Calendar No. 446 

112TH CONGRESS 

2D SESSION S. 3369 

A BILL 

To amend the Federal Election Campaign Act of 

purposes. Super PACs and other entities, and for other ments for corporations, labor organizations, 1971 to provide for additional disclosure requireJULY 11, 2012 

Read the second time and placed on the calendar 

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