SECTION 1.  This Act may be cited as the “Massachusetts Corporate Accountability Act of 2011”.

SECTION 2.  Chapter 156B of the General Laws is hereby amended by inserting after section 8 the following new section: -

Section 8A. (a) In this section: (1) “political activity” shall mean any contribution, expenditure, independent expenditure, or electioneering communication, as defined by section 1 of chapter 55; but “political activity” does not include: (i) activity defined as lobbying under any local, state or federal law; (ii) communication by a corporation to its stockholders and executive or administrative personnel and their families; or (iii) any nonpartisan registration and get-out-the-vote campaign by a corporation aimed at its stockholders and executive or administrative personnel and their families; (2) “filing date” shall mean January 1, April 1, July 1, and October 1; (3) In this section, “reporting period” shall mean the period between the prior filing date and 15 days before the next filing date.

(b) Any corporation which is subject to the requirements of this chapter and is not defined as a political committee by section 1 of chapter 55 that engages in political activity during the reporting period shall file a written report to its shareholders on the first filing date following the end of the reporting period during which the corporation engaged in political activity.  A copy of such written report shall be provided to the Office of Campaign and Political Finance in a form prescribed by the director.  The director shall develop and distribute a form for filing such written reports.  A report made pursuant to this subsection shall: (1) require an electronic signature from the treasurer at the time of the filing of the campaign finance report; (2) be made subject to the penalties for perjury; and (3) include (i) the date, amount and purpose of any political activity engaged in by the corporation or a separate segregated fund affiliated with the corporation and (ii) the identity of any candidate for state or local office referred to in any independent expenditure or electioneering communication made by the corporation or a separate segregated fund affiliated with the corporation. If this subsection requires a corporation to file more than one written report during a one-year period, such reports shall be cumulative during the calendar year to which they relate.

(c) Any corporation subject to the requirements of this chapter which is defined as a political committee by section 1 of chapter 55 must file with its shareholders the report filed under section 18 of Chapter 55.  These reports shall be filed with the shareholders on the first filing date after the report is filed with the Office of Campaign and Political Finance.

(d) A copy of the reports filed under this section shall be posted immediately on the corporation’s website, if any, and kept available for at least one year.

SECTION 3.  Chapter 156B is hereby amended by inserting after section 54 the following new section:-

54A. Political Expenditures:--

(a) Notwithstanding any general or special law to the contrary, no corporation, or trade, business, or professional association nor any other entity under this title shall make any campaign contribution or expenditure  or combination of contributions or expenditures totaling an excess of $5,000 unless specifically authorized to do so by the affirmative authorization of a majority of the board of directors of the corporation, of the executive committee of the trade, business, or professional association or similar body at a regular or special meeting thereof.

In addition, any corporation or trade, business, or professional association violating any provision of this section shall be punished by a fine of not more than one $1,000 and any officer, director or agent of the corporation violating any provision thereof or authorizing such violation of any provision thereof, or any person who violates or in any way knowingly aids or abets the violation thereof, shall be punished by a fine of not more than $1,000 or by imprisonment for not more than one year, or both.