PRINTER'S NO. 1782
THE GENERAL ASSEMBLY OF PENNSYLVANIA
HOUSE BILL
No.
1417
Session of
2017
INTRODUCED BY PASHINSKI, CALTAGIRONE, McNEILL, D. COSTA,
V. BROWN, DeLUCA, MADDEN, FREEMAN, RABB AND KORTZ,
MAY 19, 2017
REFERRED TO COMMITTEE ON STATE GOVERNMENT, MAY 19, 2017
AN ACT
Amending Title 15 (Corporations and Unincorporated Associations)
of the Pennsylvania Consolidated Statutes, in corporate
powers, duties and safeguards, providing for shareholder
approval for campaign contributions and independent
expenditures.
The General Assembly of the Commonwealth of Pennsylvania
hereby enacts as follows:
Section 1. Title 15 of the Pennsylvania Consolidated
Statutes is amended by adding a section to read:
ยง 1504.1. Shareholder approval for campaign contributions and
independent expenditures.
(a) Procedures in bylaws required.--
(1) A corporation or a foreign corporation doing
business in this Commonwealth may not make a campaign
contribution to a political committee or an independent
expenditure unless the bylaws of the corporation establish
adequate procedures for effectively determining the political
preferences of the shareholders of the corporation and fairly
representing the preferences of the majority of shareholders.
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(2) Procedures shall be deemed adequate for the purposes
of paragraph (1) if the shareholders of the corporation are
notified of and have the opportunity to vote on a proposed
campaign contribution to a political committee or independent
expenditure.
(b) Right of action.--
(1) A shareholder alleging a violation of subsection (a)
may bring a civil action directly against the directors of
the corporation to recover the amount of the campaign
contribution or independent expenditure.
(2) It shall not be a defense to an action under this
section that a director acted in accordance with section 1712
(relating to standard of care and justifiable reliance).
(3) The court may award treble damages for a violation
of subsection (a).
(c) Prohibition on receipt of contributions.--
(1) A political committee may not receive a campaign
contribution that is made in violation of subsection (a).
(2) A shareholder alleging a violation of this section
may bring a civil action against the political committee to
recover the amount of the campaign contribution.
(d) Definitions.--As used in this section, the following
words and phrases shall have the meanings given to them in this
subsection unless the context clearly indicates otherwise:
"Campaign contribution." Within the meaning of the act of
June 3, 1937 (P.L.1333, No.320), known as the Pennsylvania
Election Code.
"Independent expenditure." As defined in section 1621 of the
act of June 3, 1937 (P.L.1333, No.320), known as the
Pennsylvania Election Code.
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"Political committee." As defined in section 1621 of the act
of June 3, 1937 (P.L.1333, No.320), known as the Pennsylvania
Election Code.
Section 2. This act shall take effect in 60 days.
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