A BILL TO BE ENTITLED
AN ACT providing for shareholder vote on corporate independent expenditures and electioneering communications.
The General Assembly of North Carolina enacts:
SECTION 1.  Article 22A of Chapter 163 of the General Statutes is amended by adding a new section to read:
"§ 163‑278.12D.  Shareholder vote on independent expenditures and electioneering communications.
(a)	Any corporation incorporated in this State that spends in the aggregate ten thousand dollars ($10,000) or more of corporate treasury funds on independent expenditures or electioneering communications must comply with the requirements of this section.
(b)	Any proxy or consent or authorization for an annual meeting of the shareholders of a corporation incorporated in this State, or a special meeting in lieu of such meeting, where 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) of this section shall provide for a separate resolution subject to shareholder vote to approve any spending of ten thousand dollars ($10,000) or more in the aggregate by the corporation for any independent expenditures or electioneering communications.
(c)	Notwithstanding subsection (b) of this section, a corporation may request authorization for spending on independent expenditures or electioneering communications 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.
(d)	If a corporation spends less than an aggregate of ten thousand dollars ($10,000) in a 12‑month period for independent expenditures or electioneering communications, then it does not have to seek shareholder authorization for such spending.
(e)	When seeking shareholder authorization for expenditures for independent expenditures or electioneering communications, the corporation shall request the authority to spend a maximum dollar amount in the next 12 months.
(f)	If known at the time of the vote, the company shall articulate whether the corporate treasury funds so authorized are intended for spending on independent expenditures or electioneering communications prepared and distributed directly by the corporation or whether they will be paid to specific nonprofits or trade associations for political activities. The following apply:
(1)	The authorization vote must garner support from a majority of shareholders.
(2)	A vote by the shareholders to approve or disapprove any spending of ten thousand dollars ($10,000) or more by a corporation for any independent expenditures or electioneering communications shall be binding on the corporation.
(g)	If a corporation makes an unauthorized independent expenditure, electioneering communication, or donation to a third party for such, then the directors at the time that the unauthorized contribution or donation 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 percent (8%) per year."
SECTION 2.  This act becomes effective January 1, 2014, and applies to elections held on or after that date.