SEC. 2. REQUIRING PRIOR SHAREHOLDER APPROVAL FOR 
CAMPAIGN SPENDING BY CORPORATIONS. 
(a) PRIOR APPROVAL REQUIRED.—Title III of the 
Federal Election Campaign Act of 1971 (2 U.S.C. 431 
et seq.) is amended by inserting after section 316 the fol-
lowing new section: 
‘‘SEC. 316A. PRIOR APPROVAL OF SHAREHOLDERS RE-
QUIRED FOR CERTAIN SPENDING BY COR-
PORATIONS. 
‘‘(a) PRIOR APPROVAL REQUIRED.—A corporation 
may not make any disbursement for an independent ex-
penditure or an electioneering communication under this 
Act during a year unless— 
‘‘(1) at the most recent annual meeting of the 
corporation’s shareholders, the corporation presented 
to the shareholders a proposal that the corporation 
make disbursements for such purposes during the 
year; and 
‘‘(2) a majority of its shareholders voted to ap-
prove the proposal. 
‘‘(b) PERSONAL LIABILITY FOR PAYMENT OF ADDI-
TIONAL PENALTY.—In addition to any other penalty 
which may be imposed under this Act, if a corporation 
makes a disbursement in violation of this section, each of-
ficer and director of the corporation shall be personally 
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liable for payment of a civil money penalty in an amount 
equal to the amount of the disbursement involved. 
‘‘(c) EXCEPTION
FOR
DISBURSEMENTS
BELOW 
THRESHOLD.—This section does not apply with respect 
to a disbursement referred to in subsection (a) which is 
made by a corporation during a year if the aggregate 
amount of all such disbursements made by the corporation 
during the year— 
‘‘(1) is less than $8,000, in the case of a cor-
poration with fewer than 100 full-time-equivalent 
employees (determined as of the date of the most re-
cent annual meeting of the corporation’s share-
holders); or 
‘‘(2) is less than $20,000, in the case of any 
other corporation. 
‘‘(d) NO AFFECT ON POLITICAL COMMITTEES OF 
CORPORATIONS.—Nothing in this section shall be con-
strued to affect disbursements by a separate segregated 
fund established by a corporation under section 
316(b)(2)(C).’’. 
(b) EFFECTIVE DATE; TRANSITION FOR DISBURSE-
MENTS MADE IN 2010.— 
(1) EFFECTIVE DATE.—The amendment made 
by subsection (a) shall apply with respect to dis-
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bursements made on or after the date of the enact-
ment of this Act. 
(2) TRANSITION.—Notwithstanding paragraph 
(1), a corporation shall be deemed to meet the appli-
cable requirements of section 316A of the Federal 
Election Campaign Act of 1971 (as added by sub-
section (a)) with respect to a disbursement made 
during 2010 if, not later than 60 days after the date 
of the enactment of this Act— 
(A) the corporation presents to its share-
holders 
a 
proposal 
described 
in 
section 
316A(a)(1) of such Act for 2010; and 
(B) a majority of the corporation’s share-
holders vote to approve the proposal. 
Æ 
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