H1300B1869A02042 LKK:AAS 06/24/21 #90 A02042
AMENDMENTS TO HOUSE BILL NO. 1300
Sponsor: SENATOR COSTA
Printer's No. 1869
Amend Bill, page 2, by inserting between lines 37 and 38
in primary and election expenses, further providing for
definitions, for organization of political committees, for
organization of political committees and treasurer and
assistant treasurer and records of candidate and committees,
for registration, for reporting and for reporting by
candidate and political committees and other persons,
providing for limitations on contributions, further providing
for late filing fees and certificates of filing, for
contributions or expenditures by national banks, corporations
or unincorporated associations, for advertising and for
reports by business entities and publication by Secretary of
the Commonwealth and providing for independent expenditures
and for independent expenditure evaluation; and providing for
corporate political accountability;
Amend Bill, page 16, by inserting between lines 2 and 3
(i.1) To biennially adjust the limitations on contributions
under section 1627.1(r).
Amend Bill, page 124, by inserting between lines 10 and 11
Section 28. Section 1621(d), (e) and (f) of the act are
amended and the section is amended by adding subsections to
read:
Section 1621. Definitions.--As used in this article, the
following words have the following meanings:
* * *
(d) The word "expenditure" shall mean any of the following:
(1) The payment, distribution, loan or advancement of money
or any valuable thing by a candidate, candidate committee,
political committee, political action committee, political party
committee or other person for the purpose of influencing the
outcome of a nomination or an election[;]: provided, however,
that the payment, distribution, loan or advancement of money or
any valuable thing shall be made only for expenses directly and
exclusively incurred for the campaign in which the candidate is
running in the contemporaneous election cycle and that no
expenditure of funds from campaign accounts shall be used for
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any personal purpose.
(2) The payment, distribution, loan, advance or transfer of
money or other valuable thing between or among political
committees[;].
(3) The providing of a service or other valuable thing for
the purpose of influencing the outcome of a nomination or
election of any person to any public office to be voted for in
this Commonwealth[; or].
(4) The payment or providing of money or other valuable
thing by any person other than a candidate or political
committee, to compensate any person for services rendered to a
candidate or political committee.
(e) The words "independent expenditure" shall mean an
expenditure by a person, other than a political committee or
candidate, expressly advocating the election or defeat of a
clearly identified candidate for nomination or election or
promoting the success or defeat of a clearly identified ballot
question appearing on the ballot in each election district in
this Commonwealth, made for the purpose of influencing an
election without cooperation or consultation with any candidate
or any political committee authorized by that candidate and
which is not made in concert with or at the request or
suggestion of any candidate or political committee or agent
thereof.
(f) The word "lobbyist" shall mean any person who is
registered pursuant to the provisions of [the act of September
30, 1961 (P.L.1778, No.712), known as the "Lobbying Registration
and Regulation Act."] 65 Pa.C.S. Ch. 13A (relating to lobbying
disclosure).
* * *
(n) The words "affiliate" or "authorized committee" shall
include:
(1) Any committee established or authorized by a candidate
as part of his or her campaign for a specific campaign for a
designated office.
(2) Any committee established, financed, maintained or
controlled by the same corporation, labor organization,
membership association, not-for-profit organization or trade or
professional association, person or group of persons, including
any parent, subsidiary, branch, division, department or local
unit of an entity under this paragraph. Local units may include,
in appropriate cases, a franchisee, licensee or regional
association.
(o) The words "chief executive officer" shall mean the
highest ranking officer or decision-making individual with
authority over a corporation's affairs.
(p) The words "clearly identified" shall mean:
(1) with respect to a candidate, the name of the candidate
appears;
(2) with respect to a candidate, a photograph, drawing or
other image of the candidate appears; or
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(3) with respect to a candidate or ballot question, the
identity of the candidate or ballot question is apparent by
unambiguous reference.
(q) The words "electioneering communication" shall mean a
broadcast, cable, mail, satellite, the Internet, social media or
print communication by a person, other than a political
committee or candidate, that refers to a clearly identified
candidate or clearly identified ballot question appearing on the
ballot in each election district in this Commonwealth and is
publicly distributed within ninety (90) days before an election
in which the candidate is seeking election or reelection or the
ballot question appears on the ballot. The term does not include
any of the following communications:
(1) A communication that is disseminated through a means
other than a broadcast station, radio station, cable television
system, telecommunications, Internet or satellite system,
newspaper, magazine, periodical, billboard advertisement or
mail.
(2) A communication to less than one hundred (100)
recipients.
(3) A news story, commentary, letter to the editor, news
release, column, op-ed or editorial broadcast by a television
station, radio station, cable television system or satellite
system or printed in a newspaper, magazine or other periodical
in general circulation.
(4) Expenditures or independent expenditures or
contributions that must otherwise be reported under this
article.
(5) A communication from a membership organization
exclusively to its members and their families, otherwise known
as a membership communication.
(6) Bona fide candidate debates or forums and advertising or
promotion of the same.
(r) The words "electioneering communication expenditure"
shall mean any expenditure made by a person, other than a
political committee or a candidate, as payment for an
electioneering communication.
(s) The words "foreign-influenced corporation" shall mean a
corporation for which:
(1) a foreign owner holds, owns, controls or otherwise has
directly or indirectly acquired beneficial ownership of equity
or voting shares in an amount that is equal to or greater than
five (5) per cent of the total equity or outstanding voting
shares; or
(2) foreign owners hold, own, control or have directly or
indirectly acquired beneficial ownership of equity or voting
shares in an amount that is equal to or greater than twenty (20)
per cent of the total equity or outstanding voting shares.
(t) The words "foreign national" shall mean:
(1) a foreign principal; or
(2) an individual who is not a citizen of the United States
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or a national of the United States and who is not lawfully
admitted for permanent residence.
(u) The words "foreign owner" shall mean a foreign national
or a corporation wherein a foreign national holds, owns,
controls or otherwise has directly or indirectly acquired
beneficial ownership of equity or voting shares in an amount
that is equal to or greater than fifty (50) per cent of the
total equity or outstanding voting shares.
(v) The words "foreign principal" shall mean:
(1) a government of a foreign country;
(2) a foreign political party; or
(3) a partnership, association, corporation, organization or
other combination of persons organized under the laws of or
having its principal place of business in a foreign country.
(w) The words "independent expenditure political action
committee" shall mean a political action committee that only
receives contributions to make independent expenditures.
(x) The words "in-kind contribution" shall mean a
contribution of goods, services, property or any valuable thing
offered free or at less than the fair market value for the
goods, property or services. The words shall not include any
legal or accounting services rendered to or on behalf of any
political committee of a political party, an authorized
committee of a candidate or any other political committee, if
the services are solely for the purpose of ensuring compliance
with this article. The legal or accounting services shall be
reported under section 1626.
(y) The words "personal purpose" shall mean a purpose that,
by its nature, confers a personal benefit, including
expenditures such as a home mortgage, home rent, utility
payment, clothing purchase, noncampaign automobile expense,
country club membership, vacation or a trip of a noncampaign
nature, household food items, tuition payments, admission to a
sporting event, concert, theater or other form of entertainment
and other expenditures not specifically and directly necessary
for the conduct of the campaign.
(z) The word "person" shall include any corporation,
partnership, limited liability company, business trust, other
association, government entity, other than the Commonwealth,
estate, trust, foundation or natural person.
Section 29. Sections 1622 and 1624(a) and (b) of the act are
amended to read:
Section 1622. Organization of Political Committees;
Treasurer and Assistant Treasurer; Records of Candidate and
Committees.--
(a) Every political committee shall have a treasurer and a
chairman. No contribution shall be received nor shall any
expenditure be made when there is a vacancy in either one of
these offices. All money received and disbursed by a political
committee must be done through the treasurer of the committee.
(b) Every candidate who authorizes a committee [or
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committees,] to receive and disburse funds on behalf of this
candidacy, shall name a sole treasurer[, irrespective of the
number of committees so authorized,] to receive and disburse all
funds [for] of said [committees. Nothing herein shall be
construed to prohibit a candidate from receiving or expending
moneys on his behalf or a treasurer of a political party
committee or a committee authorized to receive and distribute
funds on behalf of more than one (1) candidate from receiving or
expending moneys on behalf of said candidates, notwithstanding
the appointment of a sole treasurer. A sole treasurer may
delegate authority, in writing, to any number of assistant
treasurers to receive and disburse moneys collected on behalf of
a candidate for election. Nothing in this section shall prohibit
authorized individuals from selling tickets or soliciting funds
when funds are deposited in the campaign account of the
candidate] committee.
* * *
Section 1624. Registration.--
(a) Any political committee which receives contributions in
an aggregate amount of two hundred fifty dollars ($250) or more
shall file a registration statement, designed by the Secretary
of the Commonwealth, with the appropriate supervisor within
twenty (20) days after the date on which it receives such
amount. Each committee in existence shall have sixty (60) days
from the effective date of this amendatory act to comply with
the requirements of this section.
(b) Each registration statement shall contain the following
information:
(1) The name, addresses and phone numbers of the political
committee.
(2) The name, address and phone number of the committee's
treasurer.
(3) The name, address and phone number of the committee's
chairman.
(4) The names, addresses and relationships of other
affiliated or connected organizations.
(5) The candidates, if any, and their names and addresses.
(6) The ballot question, if any, which the committee intends
to support or oppose.
(7) The banks, safety deposit boxes or other repositories
and their addresses used by the committee.
(8) The proposed period of operation of the committee.
(9) A political committee which is established, financed,
maintained or controlled by a sponsoring organization such as a
corporation, labor organization, membership association, not-
for-profit organization or trade or professional association
shall include in its registered name the full name of its
sponsoring organization.
(c) The committee shall inform the appropriate supervisor of
any changes in the information contained in subsection (b)
within thirty (30) days of that change.
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(d) No political committee which receives an aggregate
amount of contributions of two hundred fifty dollars ($250) or
more may make a contribution to any candidate or political
committee unless it has registered with the appropriate
supervisor.
Section 30. Section 1626(a), (b), (c), (d) and (g) of the
act are amended and the section is amended by adding subsections
to read:
Section 1626. Reporting by Candidate and Political
Committees and other Persons.--
(a) Each treasurer of a political committee and each
candidate for election to public office shall file with the
appropriate supervisor reports of receipts and expenditures on
forms, designed by the Secretary of the Commonwealth, if the
amount received or expended or liabilities incurred shall exceed
the sum of two hundred fifty dollars ($250). Should such an
amount not exceed two hundred fifty dollars ($250), then the
candidate or, in the case of a political committee, the
treasurer of the committee shall file a sworn statement to that
effect with the appropriate supervisor rather than the report
required by this section[.]: provided, however, that if the
amount received or expended by a candidate does not exceed two
hundred fifty dollars ($250) he or she may comply with this
section by signing an affidavit to that effect on his or her
political committee's report or statement.
(b) Each report shall include the following information:
(1) The full name, mailing address, specific occupation and
specific name of the employer, if any, or the principal place of
business, if self-employed, of each person who has made one or
more contributions to or for such committee or candidate within
the reporting period in an aggregate amount or value in excess
of [two hundred fifty dollars ($250)] one hundred dollars
($100), together with the amount and date of such contributions.
The accuracy of the information furnished to the candidate or
committee shall be the responsibility of the contributor.
(2) The full name and mailing address of each person [who]
and political committee that has made one or more contributions
to or for such committee or candidate within the reporting
period in an aggregate amount or value in excess of fifty
dollars ($50), together with the amount and date of such
contributions. The accuracy of the information furnished by the
contributor shall be the responsibility of the contributor.
(3) The total sum of individual contributions made to or for
such committee or candidate during the reporting period and not
reported under clauses (1) and (2).
(4) Each and every expenditure, the date made, the full name
and address of the person to whom made and the purpose for which
such expenditure was made. If the creditor is a credit card
company or similar instrumentality that is an intermediary for
collecting payments due, it shall not be sufficient to list the
name of the collecting organization. The report shall identify
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the credit card company and also the specific entities and
payments being paid through the credit card company or like
entity. If the payment is being made by a committee to a
creditor for expenses on behalf of one or more candidates, the
amounts of payments and purposes of the payments shall be broken
down to identify each candidate's share of the incurred
expenses. The report shall include copies of the political
committee's or candidate's itemized credit card statements
displaying the reportable expenditures included in the report.
(5) Any unpaid debts and liabilities, with the nature and
amount of each, the date incurred and the full name and address
of the person owed.
(6) The account shall include any unexpended balance of
contributions or other receipts appearing from the last account
filed.
(7) Identification of political committees:
(i) If the contributor is a political committee, the
official registration number of the committee must be included
on the contribution check or in the case of an electronic
transfer within the documentation sent to the candidate
providing notice to the electronic transfer of funds.
(ii) The official registration number of the committee shall
be included on the disclosure report filed by the committee.
(iii) The official committee registration number shall be
included on each entry for that committee on a candidate's
disclosure report.
(c) [Vouchers or copies of vouchers for all sums expended
amounting to more than twenty-five dollars ($25) shall be
retained by the candidate or the committee treasurer and shall
be available for public inspection and copying as herein
provided. Any person may inspect or copy such vouchers or copies
thereof by filing a written request with the appropriate
supervisory office which shall notify the candidate or political
committee of such request. The candidate or political committee
shall have the option of either forwarding such vouchers or copy
of the same to the supervisor for such purpose or making the
vouchers or copy of the same available to the requesting person.
If a candidate or a treasurer of a political committee shall
fail to make said vouchers or copies thereof available for
inspection and copying when requested by the appropriate
supervisory officer, such officer shall direct the candidate or
political committee to promptly deliver the vouchers or copies
thereof to the supervisory office for purposes of inspection and
copying. Costs of copying and costs of delivery by the candidate
or treasurer of the requested vouchers or copies thereof shall
be borne by the person requesting same.] (1) Vouchers or copies
of vouchers for all sums expended amounting to more than twenty-
five dollars ($25) shall be retained by the candidate or the
political committee treasurer for a period of three (3) years as
required under section 1622(c) and shall be available for public
inspection and copying.
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(2) Any person may inspect or copy such vouchers or copies
thereof by filing a written request with the appropriate
supervisory office which shall notify the candidate or political
committee of the request. The candidate or political committee
shall forward the vouchers or copy of the same to the supervisor
for such purpose within fifteen (15) days of the date of the
request. The supervisor shall make the vouchers or copies of the
vouchers available to the requesting person for inspection and
copying. Costs of copying and costs of delivery by the candidate
or treasurer of the requested vouchers or copies shall be borne
by the requesting person.
(3) If a candidate or a treasurer of a political committee
fails to forward the vouchers or copies of the vouchers to the
supervisory office when requested, the supervisory office shall
provide written notice of the violation to the candidate or
political committee. If the violation is not corrected within
thirty (30) days after receipt of a notice, the department shall
issue a notice of violation and, after a hearing, make a
determination and may assess penalties against the candidate or
treasurer of the political committee for noncompliance under
this act.
(4) An aggrieved candidate or treasurer of a political
committee or requesting person who was party to the department's
determination under paragraph (3) may file an action in court
seeking declaratory or injunctive relief. In an action under
this subsection, the court may allow the prevailing party
reasonable attorney fees, including litigation costs and
expenses. An action filed under this paragraph must be filed in
either:
(i) the Commonwealth Court in the case of any candidate or
treasurer of a candidate's political committee if the candidate
is running for a Statewide elected office or a legislative
office of the General Assembly; or
(ii) an appropriate court of common pleas in the case of all
other candidates or treasurers of political committees.
(5) Prior to granting a request for inspection and copying
vouchers, a candidate or political committee may require a
requester to prepay an estimate of the fees authorized under
this section if the costs of copying and costs of delivery
required to fulfill the request are expected to exceed one
hundred dollars ($100). If no prepayment is requested or made, a
candidate or political committee may require the requestor to
pay the actual costs of copying and costs of delivery prior to
the release of the requested documents.
(6) The Attorney General shall have prosecutorial
jurisdiction over a violation committed under this section. The
district attorney of any county in which a violation occurred
has concurrent powers and responsibilities with the Attorney
General over the violations.
(7) The supervisor of a candidate or political committee may
deny a requesting person access to a voucher or copies if the
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requesting person has made repeated requests for the same record
more than twice and the repeated requests have placed an
unreasonable burden on the candidate or political committee,
which is substantiated by repeated responses to substantively
similar requests. A denial under this paragraph shall not
restrict the ability to request a different record.
(d) Pre-election reports by candidates for offices to be
voted for by the electors of the State at large, candidates for
the office of Senator in the General Assembly, candidates for
the office of Representative in the General Assembly and all
political committees, which have expended money for the purpose
of influencing the election of such [candidate] candidates,
shall be filed not later than the sixth Tuesday before and the
second Friday before an election, provided that the initial pre-
election report shall be complete as of fifty (50) days prior to
the election and the subsequent pre-election report shall be
complete as of fifteen (15) days prior to the election. Pre-
election reports by all other candidates and political
committees which have received contributions or made
expenditures for the purpose of influencing an election shall be
filed not later than the second Friday before an election,
provided that such report be complete as of fifteen (15) days
prior to the election.
(d.1) During nonelection years in which subsection (d) is
not operative, an elected official or announced candidate for
any elective office shall file quarterly reports if he or she
receives more than two hundred fifty dollars ($250) during the
respective calendar quarter. Reports shall be due thirty (30)
days after the end of each calendar quarter and shall be
complete through the final day of the calendar quarter the
report covers.
* * *
(g) [Every] Except as provided under section 1644, every
person, other than a political committee or candidate, who makes
independent expenditures expressly advocating the election or
defeat of a clearly identified candidate, or question appearing
on the ballot, other than by contribution to a political
committee or candidate, in an aggregate amount in excess of [one
hundred dollars ($100)] one thousand dollars ($1,000) during a
calendar year shall file with the appropriate supervisor, on a
form prepared by the Secretary of the Commonwealth, a report
which shall include the same information required of a candidate
or political committee receiving such a contribution and,
additionally, the name of the candidate or question supported or
opposed. Reports required by this subsection shall be filed on
dates on which reports by political committees making
expenditures are required to report under this section.
* * *
(k) The following words and phrases when used in this
section shall have the meanings given to them in this subsection
unless the context clearly indicates otherwise:
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"Costs of copying." Up to twenty-five cents (25ยข) per copy
for black and white copies, and up to fifty cents (50ยข) per copy
for color copies. If a CD or DVD is provided, the cost of
copying will be up to the actual cost of the CD or DVD, not to
exceed three dollars ($3) per disc. For a flash drive the cost
of copying will be up to the actual cost of the flash drive.
"Costs of delivery." The cost of postage or shipping of
documents from the candidate or committee to the requester. The
allowable fee for postage or shipping will be up to the actual
cost of the United States Postal Service's first-class postage.
"Political committee." As defined in section 1621.
"Voucher." A document that reasonably describes the campaign
expense.
Section 31. The act is amended by adding a section to read:
Section 1627.1. Limitations on Certain Contributions.--
(a) Aggregate contributions, including in-kind
contributions, from any individual to any candidate for the
office of Senator or Representative in the General Assembly,
judge of court of common pleas or a county or municipal office,
or to the candidate's committee or agent, may not exceed one
thousand five hundred dollars ($1,500) for each election. For
each election, a candidate and the candidate's committee or
agent may not accept or receive more than one thousand five
hundred dollars ($1,500) in aggregate contributions, including
in-kind contributions from any individual for each election.
(b) Aggregate contributions, including in-kind
contributions, from any individual to any candidate for
Statewide office, his authorized committee or agent, may not
exceed five thousand dollars ($5,000) for each election. For
each election, no candidate, his authorized committee or agent
may accept or receive more than five thousand dollars ($5,000)
in aggregate contributions, including in-kind contributions from
any individual for each election.
(c) For each election aggregate contributions, including in-
kind contributions, from a single political action committee,
its affiliate or agent or candidate's political committee, its
affiliate or agent to any candidate for Statewide office, the
office of Senator or Representative in the General Assembly,
judge of court of common pleas or a county or municipal office,
his authorized committee or agent, may not exceed ten thousand
dollars ($10,000). For each election, no candidate for the
office, nor the candidate's committee or agent, may accept or
receive more than the applicable amount or amounts as specified
under this subsection in aggregate contributions, including in-
kind contributions, from a single political action committee or
agent or candidate's political committee. A donor shall be an
individual or a single committee regardless of the number of
contributions made by that individual or committee during the
election cycle.
(d) Contributions from political party committees to a
political action committee, other party committee or other
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committee may not exceed five thousand dollars ($5,000) for each
election.
(e) A candidate for the office of Senator or Representative
in the General Assembly, judge of a court of common pleas or a
county or municipal office, or the candidate's committee or
agent may not accept in excess of two hundred and fifty thousand
dollars ($250,000) in aggregate contributions, including in-kind
contributions from all political party committees, affiliates or
agents. Contributions, in the aggregate, received by a
candidate, may not exceed the aggregate contributions made by
individuals per election.
(f) Except for a candidate for the office of Governor, a
candidate for Statewide office, his authorized committee or
agent may not accept in excess of one million dollars
($1,000,000) in aggregate contributions, including in-kind
contributions from all political party committees, affiliates or
agents. A candidate for Governor, his authorized committee or
agent may not accept in excess of five million dollars
($5,000,000) in aggregate contributions, including in-kind
contributions from all political party committees, affiliates or
agents. Contributions in aggregate received by a candidate may
not exceed the aggregate contributions made by individuals per
election.
(g) Aggregate contributions, including in-kind
contributions, from any person or a single political action
committee, its affiliate or agent or any single candidate's
political committee, its affiliate or agent to a single
political action committee, its affiliate or agent, may not
exceed ten thousand dollars ($10,000) during any calendar year.
For each election, no political action committee, its affiliate
or agent may accept or receive more than ten thousand dollars
($10,000) in aggregate contributions, including in-kind
contributions, from any individual person or a single political
action committee, its affiliate or agent during any calendar
year.
(h) Aggregate contributions from any individual, person or a
single candidate's political committee, its affiliate or agent
or a single political action committee, its affiliate or agent
or any other political committee to a single political party
committee may not exceed ten thousand dollars ($10,000) in a
calendar year. A single political party committee may not accept
or receive more than ten thousand dollars ($10,000) in aggregate
contributions from any individual, person, single candidate's
political committee or agent or a single political action
committee, its affiliate or agent, any political committee or
other committee in a calendar year.
(h.1) The following shall apply to annual aggregate limits:
(1) No individual may make contributions to candidates,
political committees or other committees that have a combined
aggregate amount or value that exceeds twenty-five thousand
dollars ($25,000) in a calendar year.
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(2) No political action committee may make contributions to
candidates, political committees and party committees in an
aggregate amount or value that exceeds one hundred thousand
dollars ($100,000) in any calendar year.
(i) A gift, subscription, loan, advance or deposit of money
or anything of value to a candidate shall be considered a
contribution both by the original source of the contribution and
by any intermediary or conduit if the intermediary or conduit:
(1) exercises any direction over the making of the
contribution; or
(2) solicits the contribution or arranges for the
contribution to be made and directly or indirectly makes the
candidate aware of the intermediary or conduit's role in
soliciting or arranging the contribution for the candidate.
(j) For purposes of subsection (i), a contribution shall not
be considered to be a contribution by an intermediary or conduit
to the candidate if any of the following situations occurs:
(1) The intermediary or conduit has been retained by the
candidate's committee for the purpose of fundraising and is
reimbursed for expenses incurred in soliciting contributions.
(2) For an individual, the candidate has expressly
authorized the intermediary or conduit to engage in fundraising,
or the individual occupies a position within the candidate's
campaign organization and is authorized by the organization to
engage in fundraising.
(3) For a political committee, the intermediary or conduit
is the authorized committee of the candidate.
(k) The following shall apply to out-of-State contributions:
(1) A candidate, candidate committee, party committee,
political action committee or political committee may not accept
a campaign contribution from an out-of-State political action
committee if the political action committee's home state has
less restrictive disclosure laws than this Commonwealth, except
as provided under paragraph (2).
(2) A candidate, candidate committee, party committee,
political action committee or political committee may accept a
campaign contribution from an out-of-State political action
committee if that political action committee is registered in
this Commonwealth with the Department of State and, by the
registration, has affirmed that the contributor will comply with
the contribution, expenditure and reporting requirements of this
act, and the regulations relating to contributions, expenditures
and reporting promulgated under this act by the Department of
State and the State Ethics Commission.
(3) The Secretary of the Commonwealth shall list and certify
those states that have less restrictive disclosure laws than the
Commonwealth. The list shall be compiled and updated annually
and published in the Pennsylvania Bulletin not later than
January 1, 2020, and each January 1 thereafter. The list shall
be made available on the Department of State's publicly
accessible Internet website and provided in hard copy in
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campaign committee packets prepared by the department.
(l) This section shall apply to any contribution made for
the purpose of influencing an election to any public office in
this Commonwealth except Federal offices.
(m) For purposes of this section, any contribution made to a
candidate in a year other than the calendar year in which the
election is held with respect to which the contribution is made
shall be considered to be made during the calendar year in which
the election is held.
(n) For purposes of this section, contribution limits shall
apply to each election separately unless an annual limit or
other limit is specified.
(o) A person who has a fiduciary contract for services with
the General Assembly may not engage in campaign finance activity
for candidates of the General Assembly, including making of
contributions, fundraising activities or involvement in
political action committees or candidate political committees.
(p) Nothing under this section shall prohibit a
municipality, including a city of the first class, from
instituting lower limitations on contributions to candidates for
elected offices under the municipality's jurisdiction.
(q) A violation of the contribution limits under this
section shall subject the violator to a fine equal to three
times the amount of money that exceeds the limits. The penalty
shall apply to both the person making the contribution and the
person receiving it.
(r) The Secretary of the Commonwealth shall biennially
adjust to the nearest one hundred dollars ($100) the limits in
subsections (a), (b), (c), (d), (e), (f), (g) and (h) by the
percentage change in the Consumer Price Index and publish the
new amounts in the Pennsylvania Bulletin. For the purposes of
this subsection, "Consumer Price Index" means the Consumer Price
Index for all urban consumers that is published by the United
States Department of Labor, Bureau of Labor Statistics.
(s) The limitations imposed under this section may not apply
to contributions from a candidate's personal resources to a
candidate committee, political committee or political action
committee acting on behalf of the candidate, except that if the
contributions total one hundred thousand dollars ($100,000) or
more, regardless of the time period over which the contributions
are made, the contribution limits under this section shall
quadruple.
Section 32. Section 1632(a) of the act is amended to read:
Section 1632. Late Filing Fee; Certificate of Filing.--
(a) A late filing fee for each report or statement of
expenditures and contributions which is not filed within the
prescribed period shall be imposed as follows. Such fee shall be
[ten dollars ($10)] twenty dollars ($20) for each day or part of
a day excluding Saturdays, Sundays and holidays that a report is
overdue. An additional fee of ten dollars ($10) is due for each
of the first six (6) days that a report is overdue. [The maximum
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fee payable with respect to a single report is two hundred fifty
dollars ($250).] A supervisor shall receive an overdue report or
statement even if any late filing fee due has not been paid but
the report or statement shall not be considered filed until all
fees have been paid upon the receipt by the supervisor of an
overdue report. No further late filing fees shall be incurred
once the report or statement is filed notwithstanding the fact
that the report or statement is not considered filed. The late
filing fee is the personal liability of the candidate or
treasurer of a political committee and cannot be paid from
contributions to the candidate or committee, nor may such fee be
considered an expenditure. A report or statement of expenditures
and contributions shall be deemed to have been filed within the
prescribed time if the letter transmitting the report or
statement which is received by the supervisor is transmitted by
first class mail and is postmarked by the United States Postal
Service on the day prior to the final day on which the report or
statement is to be received: Provided, That this sentence shall
not be applicable to the reporting requirements contained in
section 1628. All Department of State filing and disclosure
requirements for prior campaign activity must have been met in
order for a candidate to obtain a place on the ballot.
* * *
Section 33. Section 1633(a) of the act is amended and the
section is amended by adding a subsection to read:
Section 1633. Contributions or Expenditures by National
Banks, Corporations or Unincorporated Associations.--(a) It is
unlawful for any National or State bank, partnership or any
corporation, incorporated under the laws of this or any other
state or any foreign country or any unincorporated association,
except those corporations formed primarily for political
purposes or as a political committee, to make a contribution or
expenditure in connection with the election of any candidate or
for any political purpose whatever except in connection with any
question to be voted on by the electors of this Commonwealth.
Furthermore, it shall be unlawful for any candidate, political
committee, or other person to knowingly accept or receive any
contribution prohibited by this section, or for any officer or
any director of any corporation, bank, or any unincorporated
association to consent to any contribution or expenditure by the
corporation, bank or unincorporated association, as the case may
be, prohibited by this section. If any portion of this section
regarding bans on contributions or expenditures by national
banks, corporations or unincorporated associations is nullified
by a court decision, the contribution limits established for
individuals under section 1627.1 shall also be applied to the
entities currently covered under this section.
* * *
(e) (1) A foreign-influenced corporation may not make an
independent expenditure, an electioneering communication
expenditure or a contribution to an independent expenditure
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political action committee.
(2) A corporation that makes an independent expenditure, an
electioneering communication expenditure or a contribution to an
independent expenditure political action committee shall, within
seven (7) business days after making the expenditure or
contribution, file with the Department of State a statement of
certification, signed by the chief executive officer under
penalty of perjury, avowing that, after due inquiry, the
corporation was not a foreign-influenced corporation on the date
the expenditure or contribution was made.
Section 34. Section 1638 of the act is amended by adding a
subsection to read:
Section 1638. Advertising.--
* * *
(c) (1) Unless the person making an independent expenditure
or electioneering communication, transmitted through paid radio,
television or Internet advertising, has received a statement of
certification as prescribed under section 1633(e) from each
contributing corporation that is among the top five (5)
contributors when ranked in order of amount of contribution made
to the person for the twelve-month period immediately preceding
the date of the communication, the advertisement shall include
the following statement:
Some of the funds used to pay for this message may have been
provided by foreign-influenced corporations.
(2) The person making the independent expenditure or
electioneering communication under this section shall be
entitled to rely on the statement of certification provided by
the contributor unless the person has actual knowledge that the
certification is false.
Section 35. Section 1641(a) of the act is amended and the
section is amended by adding a subsection to read:
Section 1641. Reports by Business Entities; Publication by
Secretary of the Commonwealth.--
(a) Any business entity including but not limited to a
corporation, company, association, partnership or sole
proprietorship, which has been awarded [non-bid] contracts or
grants over fifty thousand dollars ($50,000) from the
Commonwealth or its political subdivisions during the preceding
[calendar year] two-year period, shall report by February 15 of
each year to the Secretary of the Commonwealth a list including
the amount of the contract, description of the service provided
and location and an itemized list of all political contributions
known to the business entity by virtue of the knowledge
possessed by every officer, director, associate, partner,
limited partner or individual owner that has been made by:
(1) any officer, director, associate, partner, limited
partner, individual owner or members of their immediate family
when the contributions exceed an aggregate of one thousand
dollars ($1,000) by any individual during the preceding year; or
(2) any employe or members of his immediate family whose
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aggregate political [contribution] contributions exceeded one
thousand dollars ($1,000) during the preceding year.
For the purposes of this subsection, "immediate family" [means a
person's spouse and any unemancipated child] shall have the same
meaning as in 65 Pa.C.S. ยง 13A03 (relating to definitions).
* * *
(c) The Department of State, in consultation with the
Department of General Services, shall publish a list of all
business entities, corporations, companies, associations,
partnerships or sole proprietorships receiving grants and
contracts in excess of fifty thousand dollars ($50,000) from the
Commonwealth not later than January 31 of each year for the
preceding two-year period. The list shall be updated quarterly.
Section 36. The act is amended by adding sections to read:
Section 1643. Independent Expenditures.--
(a) Except as prohibited under section 1633(e)(1), a person
may make independent expenditures.
(b) The following shall apply to expenditures made for a
written, typed or other printed communication or an Internet-
based, written communication which promotes the success or
defeat of a candidate's campaign for nomination or election or
the adoption or defeat of a ballot question or solicits funds to
benefit a political committee:
(1) A person may not make, incur or contract for an
expenditure with the consent of, in coordination with or in
consultation with a candidate, candidate committee, political
committee or candidate's agent.
(2) A group of two or more individuals acting together that
receives funds or makes or incurs expenditures not exceeding one
thousand dollars ($1,000) in the aggregate which have not formed
a political committee may not make or incur an independent
expenditure.
(c) Communications under subsection (b) shall contain the
following language:
(1) The words "paid for and approved by" and one of the
following:
(i) For an individual, the name and address of the
individual.
(ii) For a committee other than a party committee, the name
of the committee and its campaign treasurer.
(iii) For a party committee, the name of the committee.
(iv) For a group of two or more individuals that received
funds or makes or incurs expenditures not exceeding one thousand
dollars ($1,000) in the aggregate which have not formed a
political committee, the name of the group and the name and
address of its agent.
(2) The words "approved by" and one of the following:
(i) For an individual, group or political committee other
than a candidate committee making or incurring an expenditure
with the consent of, in coordination with or in consultation
with a candidate committee or candidate's agent, the name of the
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candidate.
(ii) For a candidate committee, the name of the candidate.
(d) Independent expenditures:
(1) The following apply:
(i) A person may not make or incur an independent
expenditure for a written, typed or other printed communication
or an Internet-based, written communication which promotes the
success or defeat of a candidate for nomination or election or
promotes or opposes a political party or solicits funds to
benefit a political party or committee, unless the communication
bears upon its face the words "paid for and approved by" and the
name of the person, the name of its chief executive officer or
equivalent and its principal business address and the words
"This message was made independently of a candidate or political
party."
(ii) An entity which is a tax-exempt organization under
Chapter 1, Subchapter F of the Internal Revenue Code of 1986
(Public Law 99-514, 26 U.S.C. ยง 1 et seq.) , making or incurring
an independent expenditure under subparagraph (i), shall also
bear upon the face of the communication the words "Top Five
Contributors" followed by a list of the five persons making the
largest contributions to the organization during the twelve-
month period before the date of the communication.
(2) Disclosure requirements are as follows:
(i) In addition to the requirements of paragraph (1), a
person may not make or incur an independent expenditure for
television advertising, radio or Internet video advertising or
Internet radio advertising, that promotes the success or defeat
of a candidate for election or promotes or opposes a political
party or solicits funds to benefit a political party or
committee, unless at the end of the advertisement there appears
or includes simultaneously for a period of no less than four
seconds a clear identifiable audio, video, photographic or
similar image of the person's chief executive officer or
equivalent and a personal audio message, in the following form:
I am . . . (name of person's chief executive officer or
equivalent), . . . (title) of . . . (entity). This message
was made independently of any candidate, political committee
or political party, and I approve of its content.
(ii) A tax-exempt organization under Chapter 1, Subchapter F
of the Internal Revenue Code of 1986, making or incurring an
independent expenditure under subparagraph (i), shall include on
the advertisement an easily readable written message in the
following form:
"The Top Five Contributors to the organization for this
advertisement are" followed by a list of the five persons
making the largest contributions to the organization during
the twelve-month period before the date of the communication.
Section 1644. Independent Expenditure Evaluation.--
(a) When the Bureau of Commissions, Elections and
Legislation audits and evaluates an expenditure that is included
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in a report under section 1643 to determine whether the
expenditure is an independent expenditure, there shall be a
rebuttable presumption that the following expenditures are not
independent expenditures:
(1) An expenditure made by a person in cooperation,
consultation or in concert with, at the request, suggestion or
direction of or pursuant to a general or particular
understanding with a candidate or political committee or other
agent acting on behalf of a candidate or political committee.
(2) An expenditure made by a person for the production,
dissemination, distribution or publication, in whole or in
substantial part, of a broadcast or a written, graphic or other
form of political advertising or campaign communications
prepared by a candidate or political committee or a consultant
or other agent acting on behalf of a candidate or political
committee.
(3) An expenditure made by a person based on information
about a candidate's or political committee's plans, projects or
needs, provided by a candidate or political committee or a
consultant or other agent acting on behalf of a candidate or
political committee with the intent that the expenditure be
made.
(4) An expenditure made by an individual who, in the same
election cycle, is serving or has served as the campaign
chairperson, campaign treasurer or deputy treasurer of a
political committee benefiting from the expenditure, or another
executive or policymaking position, including as a member,
employe, fundraiser, consultant or other agent acting on behalf
of a candidate or political committee.
(5) An expenditure made by a person whose officer, director,
member, employe, fundraiser, consultant or other agent who
serves the person in an executive or policymaking position also
serves as or has served in the same election cycle as the
candidate or the campaign chairperson, campaign treasurer or
deputy treasurer of a candidate or political committee
benefiting from the expenditure, or in another executive or
policymaking position of the candidate or political committee.
(6) An expenditure made by a person for:
(i) fundraising activities with or for a candidate or
political committee or a consultant or other agent acting on
behalf of a candidate or political committee; or
(ii) the solicitation or receipt of contributions on behalf
of a candidate or political committee or a consultant or other
agent acting on behalf of a candidate or political committee.
(7) An expenditure made by a person based on information
about a candidate's campaign plans, projects or needs, that is
directly or indirectly provided by a candidate, the candidate's
committee or a political committee or a consultant or other
agent acting on behalf of the candidate or political committee
to the person making the expenditure or the person's agent, with
an express or tacit understanding that the person is considering
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making the expenditure.
(8) An expenditure made by a person for a communication that
clearly identifies a candidate or political committee during an
election campaign if the person making the expenditure, or the
person's agent, has informed the candidate who benefits from the
expenditure that the candidate or political committee or a
consultant or other agent acting on behalf of the benefiting
candidate or political committee concerning the communications
content, or of the intended audience, timing, location or mode
or frequency of the dissemination.
(9) An expenditure made by a person or an entity for
consultant or creative services, including services related to
communications strategy or design or campaign strategy, to be
used to promote or oppose a candidate's election to office if
the provision of these services is also providing consultant or
creative services to the candidate or to an opposing candidate
in the same election.
(b) As used in this section, the words "agent acting on
behalf of a candidate" include:
(1) an individual or a person paid by a candidate or a
candidate committee; and
(2) any consultant, printing firm, media production company,
Internet website director or webmaster, marketing firm,
advertising firm, filed organization firm or other company or
firm retained by a candidate or authorized by a candidate or a
candidate committee to act on the candidate's behalf.
Section 37. The act is amended by adding an article to read:
ARTICLE XVI-A
CORPORATE POLITICAL ACCOUNTABILITY
Section 1601-A. Definitions.
The following words and phrases when used in this article
shall have the meanings given to them in this section unless the
context clearly indicates otherwise:
"Contribution" or "expenditure." As follows:
(1) The term includes:
(i) Any monetary and nonmonetary political
contributions and expenditures not deductible under
section 162(e)(1)(B) of the Internal Revenue Code of 1986
(Public Law 99-514, 26 U.S.C. ยง 162(e)(1)(B)), including:
(A) Contributions to or expenditures on behalf
of political candidates, political parties, political
committees and other entities organized and operating
under Chapter 1, Subchapter F of the Internal Revenue
Code of 1986 (26 U.S.C. Chapter 1, Subchapter F).
(B) Any portion of any dues or similar payments
made to any tax-exempt organization that is used for
an expenditure or contribution if, made directly by
the corporation would not be deductible under section
162(e)(1)(B) of the Internal Revenue Code of 1986.
(C) Any contribution or expenditure, as the
terms are defined in section 301 of the Federal
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Election Campaign Act of 1971 (Public Law 92-225, 52
U.S.C. ยง 30101(8) and (9).
(D) Any contribution or expenditure defined
under this act.
(ii) Any direct or indirect payment, distribution,
loan, advance, deposit or gift of money, or any services,
or anything of value, except a loan of money by a
national or State bank made in accordance with the
applicable banking laws and regulations and in the
ordinary course of business, to any candidate, campaign
committee or political party or organization, in
connection with any election to any office.
(2) The term does not include:
(i) Communications by a corporation to its
stockholders and executive or administrative personnel
and their families or by a labor organization to its
members and their families on any subject.
(ii) Nonpartisan registration and get-out-the-vote
campaigns by a corporation aimed at its stockholders and
executive or administrative personnel and their families
or by a labor organization aimed at its members and their
families.
(iii) The establishment, administration and
solicitation of contributions to a separate segregated
fund to be utilized for political purposes by a
corporation, labor organization, membership organization,
cooperative or corporation without capital stock.
"Corporation." The term includes any company, trade or
professional union, not-for-profit association and incorporated
partnership organized as an incorporated entity under the laws
of any state.
"Department." The Department of State of the Commonwealth.
"Issue advocacy campaign." Contributions or expenditures for
any communication to the general public intended to encourage
the public to contact a government official regarding pending
legislation, public policy or a government rule or regulation.
The term does not include contributions or expenditures for
registered lobbyists or other persons employed by the
corporation to lobby directly Federal or State government
officials.
"Known at the time of the authorization vote." At the time
the corporation seeks authorization from shareholders to spend
corporate funds for political activities:
(1) the corporation's officers, directors or employees
have identified a specific political activity for the
corporation to support or oppose;
(2) corporate officers, directors or employees have
taken steps to obligate funds to a political activity; or
(3) the corporation has a regularly scheduled payment to
a trade association or other entity to pay for a political
activity in the next 12 months.
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"Majority of shareholders." Fifty percent plus one of all
outstanding voting securities. Shareholders not casting votes
shall not count toward affirmative authorization under this
article.
"Political activities." Any contributions or expenditures
made directly or indirectly to, or in support of or opposition
to, any candidate, political party, committee, electioneering
communication, ballot measure campaign or an issue advocacy
campaign. The term does not include activities defined as
lobbying under any Federal, State or local law.
"Separate segregated fund." A political action committee
formed by a corporation for the purpose of making contributions
to candidates for office or to political parties. A separate
segregated fund which supports Federal candidates shall have the
same meaning as in section 316 of the Federal Election Campaign
Act of 1971 (Public Law 92-225, 52 U.S.C. ยง 30118).
Section 1602-A. Shareholder vote on corporate political
activities.
(a) Annual vote.--
(1) Any corporation incorporated in this Commonwealth
that spends in the aggregate $10,000 or more of corporate
treasury funds on all political activities in this
Commonwealth must comply with the requirements of this
section.
(2) Any proxy or consent or authorization for an annual
meeting of the shareholders of a corporation incorporated in
this Commonwealth, or a special meeting in lieu of the
meeting, if proxies are solicited in respect of any security
occurring on or after six months following the date on which
final regulations are published under subsection (d) shall
provide for a separate resolution subject to shareholder vote
to approve any spending of $10,000 or more by the corporation
for any political activity.
(3) Notwithstanding the requirement for an annual
shareholder vote to authorize any spending of $10,000 or more
by the corporation for any political activity, a corporation
may request authorization for spending on political
activities on a more frequent basis. Any authorization
request by the corporation that is not made during an annual
authorization shall be deemed a special authorization.
(4) If a corporation spends less than an aggregate of
$10,000 in a 12-month period for political activities, it
shall not be required to seek shareholder authorization for
the spending.
(b) Shareholder approval.--
(1) When seeking shareholder authorization for
expenditures for political activities, the corporation shall
request the authority to spend a maximum dollar amount in the
next 12 months.
(2) If known at the time of the authorization vote, the
company shall articulate whether the corporate treasury funds
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so authorized are intended to benefit or defeat specific
candidates, ballot measures or issue advocacy campaigns or
whether it will be paid to specific nonprofits or trade
associations for political activities. The following apply:
(i) To be effective, the authorization vote must
garner support from a majority of shareholders.
(ii) A vote by the shareholders to approve or
disapprove any spending of $10,000 or more by a
corporation for a political activity shall be binding on
the corporation.
(iii) Notwithstanding the requirement for an annual
shareholder vote to authorize any spending of $10,000 or
more by the corporation for any political activity, a
corporation may request a special authorization for
additional spending on political activities, provided
that:
(A) all spending on political activities of
$10,000 or more must be authorized by a shareholder
majority vote; and
(B) for any special authorization, the company
shall articulate whether the corporate treasury funds
so authorized are intended to benefit or defeat
candidates, ballot measures or issue advocacy
campaigns or will be paid to specific nonprofits or
trade associations for political activities at the
time the special authorization is requested.
(c) Director liability.--If a corporation makes an
unauthorized contribution or expenditure for a political
activity, the directors at the time that the unauthorized
contribution or expenditure was incurred are jointly and
severally liable to repay to the corporation the amount of the
unauthorized expenditure, with interest at the rate of eight per
cent per year.
(d) Rulemaking.--The department shall promulgate final
regulations to implement this section no later than six months
after the effective date of this section.
(e) Sole proprietorships excluded.--Notwithstanding any
other provision of this section, nothing in this section shall
apply a new duty to the owner of a sole proprietorship.
Section 1603-A. Notification to shareholders of corporate
political activities.
(a) Notification to shareholders.--
(1) At least quarterly during each fiscal year, a
corporation incorporated in this Commonwealth that makes
contributions or expenditures for political activities must
notify its shareholders and the department in writing of the
nature of all its political activities, funded by either its
separate segregated fund or through its general corporate
treasury, including contributions or expenditures made
directly or indirectly.
(2) A report made under this section shall include the
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following:
(i) The date of the contributions or expenditures.
(ii) The amount of the contributions or
expenditures.
(iii) The identity of the candidate, political
party, committee, electioneering communication, ballot
measure campaign or issue advocacy campaign.
(iv) If the contributions or expenditures were made
for or against a candidate, including an electioneering
communication as defined under Federal law, the office
sought by the candidate and the political party
affiliation of the candidate.
(v) If the contributions or expenditures were made
for or against a ballot measure, the purpose of the
measure and whether the contributions or expenditures
were made in support or opposition to the ballot measure.
(vi) If the contributions or expenditures were made
for or against an issue advocacy campaign, the nature of
the political issue and whether the contributions were
made in support or opposition to the political issue.
(vii) All independent expenditures made by a
separate segregated fund affiliated with the corporation.
(b) Public disclosure.--
(1) The quarterly reports of political activities by a
corporation incorporated in this Commonwealth to shareholders
shall be public records.
(2) A copy of the reports filed under subsection (a)(2)
shall be:
(i) submitted to the department; and
(ii) posted for at least one year on the
corporation's publicly accessible Internet website, if
any.
Section 1604-A. Public disclosure of corporate political
activities by the department.
(a) Department duty.--The quarterly reports of political
activities by a corporation incorporated in this Commonwealth to
shareholders shall be made publicly available by the department.
(b) Electronic form.--A quarterly report required to be
filed under this section shall be filed in electronic form using
filing software approved or developed by the department in
addition to filing in any other form that the department may
require by regulation and shall be published on the department's
publicly accessible Internet website.
(c) Format.--The department shall ensure that, to the
greatest extent practicable, the quarterly reports on political
activities are publicly available through the department's
publicly accessible Internet website in a format that can be
searched, sorted and downloaded.
Section 1605-A. Report by Department of the Auditor General.
(a) Audit.--On an annual basis, the Department of the
Auditor General shall audit the extent of compliance or
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noncompliance with the requirements of this article by
corporations incorporated under the laws of this Commonwealth,
their management and shareholders, and the effectiveness of the
department in meeting the reporting and disclosure requirements
of this article.
(b) Report.--No later than April 1 of each year, the
Department of the Auditor General shall submit to the Governor a
report on the review required by subsection (a) for the
preceding year.
Section 1606-A. Board approval for all corporate political
expenditures.
(a) Approval required.--Notwithstanding any other provision
of law, a corporation or trade, business or professional
association may not make any campaign contribution or
expenditure unless specifically authorized to do so:
(1) by the vote of the board of directors of the
corporation or of the executive committee of the trade,
business or professional association at a regular or special
meeting of the board of directors or the executive committee;
(2) by the president, vice president, secretary or
treasurer of a corporation whom the board has specifically
empowered to authorize the contributions or expenditures; or
(3) for a corporation, by any other person designated by
resolution of the board of directors of a corporation to
authorize contributions or expenditures.
(b) Form of contribution.--A corporation, trade, business or
professional association may not make any contribution or
expenditure as defined under Federal or State law, other than an
in-kind contribution or expenditure, except by check.
Section 1607-A. Applicability to foreign corporations.
(a) General rule.--A foreign corporation, other than a
foreign association or foreign nonprofit corporation, including
a foreign parent corporation even though it does not itself
transact intrastate business, shall be subject to the
requirements of sections 1602-A, 1603-A, 1604-A and 1605-A, if:
(1) the average of property factor, payroll factor and
sales factor, as described in section 401 of the act of March
4, 1971 (P.L.6, No.2), known as the Tax Reform Code of 1971,
with respect to the foreign corporation, is more than 50%
during its latest full-income year; and
(2) more than one-half of its outstanding voting
securities are held of record by persons having addresses in
this Commonwealth appearing on the books of the corporation
on the record date for the latest meeting of shareholders
held during its latest full-income year or, if no meeting was
held during that year, on the last day of the latest full-
income year.
(b) Determination.--
(1) The determination of the property factor, payroll
factor and sales factor under subsection (a) with respect to
any parent corporation shall be made on a consolidated basis,
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including in a unitary computation, after elimination of
intercompany transactions, the property, payroll and sales of
the parent and all of its subsidiaries in which it owns
directly or indirectly more than 50% of the outstanding
shares entitled to vote for the election of directors, but
deducting a percentage of the property, payroll and sales of
any subsidiary equal to the percentage minority ownership, if
any, in the subsidiary.
(2) Except as provided under paragraph (3), for the
purpose of this section, any securities held to the knowledge
of the issuer in the names of broker-dealers, nominees for
broker-dealers, including clearing corporations or banks,
associations or other entities holding securities in a
nominee name or otherwise on behalf of a beneficial owner,
collectively nominee holders, shall not be considered
outstanding.
(3) If a foreign corporation requests all nominee
holders to certify, with respect to all beneficial owners for
whom securities are held, the number of shares held for the
beneficial owners having addresses as shown on the records of
the nominee holder in this Commonwealth and outside of this
Commonwealth, all shares certified in this manner shall be
considered outstanding and held of record by persons having
addresses either in this Commonwealth or outside of this
Commonwealth as certified in this manner, if the
certification provided is retained with the record of
shareholders and made available for inspection and copying.
(4) A current list of beneficial owners of a foreign
corporation's securities provided to the corporation by one
or more nominee holders or agent thereof under the
requirements of 17 CFR 240.14b-1(b)(3) (relating to
obligation of registered brokers and dealers in connection
with the prompt forwarding of certain communications to
beneficial owners) or 240.14b-2(b)(3) (relating to obligation
of banks, associations and other entities that exercise
fiduciary powers in connection with the prompt forwarding of
certain communications to beneficial owners) promulgated
under the Securities Exchange Act of 1934 (Public Law 48-881,
15 U.S.C. ยง 78a et seq.) shall constitute an acceptable
certification with respect to beneficial owners for the
purposes of this subsection.
(c) Applicability.--This section shall not apply to any
corporation:
(1) With outstanding securities listed on the New York
Stock Exchange or the American Stock Exchange.
(2) With outstanding securities designated as qualified
for trading on the Nasdaq Global Market of the Nasdaq Stock
Market, or any successor to the Nasdaq Global Market of the
Nasdaq Stock Market.
(3) With all of its voting shares, other than directors'
qualifying shares, owned directly or indirectly by a
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corporation not subject to this section.
(d) Liability.--If a party obtains a final determination by
a court of competent jurisdiction that a corporation failed to
provide to the party information required to be provided by this
article or provided the party information of the kind required
to be provided by this article that is incorrect, a court, in
its discretion, may include in its judgment recovery by the
party from the corporation of court costs and reasonable
attorney fees incurred in the legal proceeding to the extent the
court costs and reasonable attorney fees relate to obtaining the
final determination.
Amend Bill, page 124, line 11, by striking out "28" and
inserting
38
Amend Bill, page 124, line 30, by striking out "29" and
inserting
39
Amend Bill, page 150, line 29, by striking out "30" and
inserting
40
Amend Bill, page 152, line 8, by striking out "31" and
inserting
41
Amend Bill, page 152, line 29, by striking out "32" and
inserting
42
Amend Bill, page 153, lines 27 through 30, by striking out
all of said lines and inserting
Section 43. The dollar figures contained in section 1627.1
of the act shall be adjusted biennially at a rate determined by
the Federal Election Commission as authorized under 11 CFR 110.
The Secretary of the Commonwealth shall certify the calculation
of the rate as determined by the Federal Election Commission and
shall transmit notice of the new dollar figures to the
Legislative Reference Bureau for publication in the Pennsylvania
Bulletin.
Section 44. The provisions of this act are severable. If any
provision of this act or its application to any person or
circumstance is held invalid, the invalidity shall not affect
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other provisions or applications of this act which can be given
effect without the invalid provision or application.
Section 45. A comprehensive, fully searchable and user
friendly computerized database to track full implementation of
this act shall be made available to the public by the Department
of State through its publicly accessible Internet website on or
before December 31, 2022.
Amend Bill, page 154, line 1, by striking out "34" and
inserting
46
Amend Bill, page 154, line 3, by striking out "35" and
inserting
47
Amend Bill, page 154, line 8, by striking out "36" and
inserting
48
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See A02042 in
the context
of HB1300