I 

111TH CONGRESS 

2D SESSION H. R. 4644 

To amend the Federal Election Campaign Act of 1971 to prohibit a corporation from making any independent expenditure or disbursing funds for 

any electioneering communication without obtaining the prior approval 

of a majority of its shareholders, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

FEBRUARY 22, 2010 

Mr. SESTAK introduced the following bill; which was referred to the 

Committee on House Administration 

A BILL 

To amend the Federal Election Campaign Act of 1971 to 

prohibit a corporation from making any independent expenditure or disbursing funds for any electioneering communication without obtaining the prior approval of a 

majority of its shareholders, 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, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Fairness in Corporate 

5 Campaign Spending Act of 2010’’. 


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1 SEC. 2. REQUIRING PRIOR SHAREHOLDER APPROVAL FOR 

2 CAMPAIGN SPENDING BY CORPORATIONS. 

3 (a) PRIOR APPROVAL REQUIRED.—Title III of the 

4 Federal Election Campaign Act of 1971 (2 U.S.C. 431 

5 et seq.) is amended by inserting after section 316 the fol6 lowing new section: 

7 ‘‘SEC. 316A. PRIOR APPROVAL OF SHAREHOLDERS RE8 QUIRED FOR CERTAIN SPENDING BY COR9 PORATIONS. 

10 ‘‘(a) PRIOR APPROVAL REQUIRED.—A corporation 

11 may not make any disbursement for an independent ex12 penditure or an electioneering communication under this 

13 Act during a year unless— 

14 ‘‘(1) at the most recent annual meeting of the 

15 corporation’s shareholders, the corporation presented 

16 to the shareholders a proposal that the corporation 

17 make disbursements for such purposes during the 

18 year; and 

19 ‘‘(2) a majority of its shareholders voted to ap20 prove the proposal. 

21 ‘‘(b) PERSONAL LIABILITY FOR PAYMENT OF ADDI22 TIONAL PENALTY.—In addition to any other penalty 

23 which may be imposed under this Act, if a corporation 

24 makes a disbursement in violation of this section, each of25 ficer and director of the corporation shall be personally 


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1 liable for payment of a civil money penalty in an amount 

2 equal to the amount of the disbursement involved. 

3 ‘‘(c) EXCEPTION FOR DISBURSEMENTS BELOW

4 THRESHOLD.—This section does not apply with respect 

5 to a disbursement referred to in subsection (a) which is 

6 made by a corporation during a year if the aggregate 

7 amount of all such disbursements made by the corporation 

8 during the year— 

9 ‘‘(1) is less than $8,000, in the case of a cor10 poration with fewer than 100 full-time-equivalent 

11 employees (determined as of the date of the most re12 cent annual meeting of the corporation’s share13 holders); or 

14 ‘‘(2) is less than $20,000, in the case of any 

15 other corporation. 

16 ‘‘(d) NO AFFECT ON POLITICAL COMMITTEES OF

17 CORPORATIONS.—Nothing in this section shall be con18 strued to affect disbursements by a separate segregated 

19 fund established by a corporation under section 

20 316(b)(2)(C).’’. 

21 (b) EFFECTIVE DATE; TRANSITION FOR DISBURSE22 MENTS MADE IN 2010.— 

23 (1) EFFECTIVE DATE.—The amendment made 

24 by subsection (a) shall apply with respect to disVerDate Nov 24 2008 07:08 Feb 23, 2010 Jkt 089200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H4644.IH H4644

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1 bursements made on or after the date of the enact2 ment of this Act. 

3 (2) TRANSITION.—Notwithstanding paragraph 

4 (1), a corporation shall be deemed to meet the appli5 cable requirements of section 316A of the Federal 

6 Election Campaign Act of 1971 (as added by sub7 section (a)) with respect to a disbursement made 

8 during 2010 if, not later than 60 days after the date 

9 of the enactment of this Act— 

10 (A) the corporation presents to its share11 holders a proposal described in section 

12 316A(a)(1) of such Act for 2010; and 

13 (B) a majority of the corporation’s share14 holders vote to approve the proposal. 

Æ 


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