[Congressional Bills 107th Congress]
[From the U.S. Government Publishing Office]
[S. 3143 Introduced in Senate (IS)]







107th CONGRESS
  2d Session
                                S. 3143

   To provide for the establishment of the Consumer and Shareholder 
            Protection Association, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                            October 17, 2002

 Mr. Wellstone introduced the following bill; which was read twice and 
   referred to the Committee on Commerce, Science, and Transportation

_______________________________________________________________________

                                 A BILL


 
   To provide for the establishment of the Consumer and Shareholder 
            Protection Association, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

    (a) Short Title.--This Act may be cited as the ``Consumer and 
Shareholder Protection Association Act of 2002''.
    (b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.
Sec. 2. Findings and purposes.
Sec. 3. Policy.
Sec. 4. Definitions.
Sec. 5. Establishment of the Association.
Sec. 6. Authorization of appropriations and allotments of grants.
Sec. 7. Mission, duties, and powers of the Association.
Sec. 8. Interim board.
Sec. 9. Insert and notice provisions.
Sec. 10. Board of directors.
Sec. 11. Election of directors.
Sec. 12. Qualifications.
Sec. 13. Ballot issues.
Sec. 14. Access to member mailings.
Sec. 15. Prohibited acts.
Sec. 16. Penalties.
Sec. 17. Administrative enforcement.
Sec. 18. Dissolution.
Sec. 19. Relationship to existing law.
Sec. 20. Construction.
Sec. 21. Severability.

SEC. 2. FINDINGS AND PURPOSES.

    (a) Findings.--The Congress finds that--
            (1) scandals involving deceptive and fraudulent business 
        practices have brought public confidence in the integrity and 
        fairness of many of the Nation's largest corporations to an 
        all-time low and threaten the basic strengths of the United 
        States economic system;
            (2) contributing to the loss of public confidence are 
        perceptions of inadequate oversight and insufficient 
        independence between corporations and their regulators;
            (3) the collapse of major corporations resulting from 
        fraudulent practices has caused the loss of hundreds of 
        billions of dollars of lifetime savings in 401(k) plans, 
        pensions, and investor portfolios;
            (4) resources available for representation of consumers and 
        shareholders need to be expanded so that citizens can better 
        monitor the performance of Federal agencies that regulate 
        corporations and participate in the public debate concerning 
        the oversight of these corporations;
            (5) the Federal Government has a substantial interest in 
        the creation of a public-purpose, democratically controlled, 
        self-funded, nationwide membership association of consumers and 
        shareholders to enhance their representation and to effectively 
        combat corporate fraud; and
            (6) the requirement that informational and statutory 
        inserts be included in the mailings of entities subject to this 
        Act is essential to the creation, maintenance, and funding of 
        such an association.
    (b) Purposes.--The purposes of this Act are--
            (1) to establish a public-purpose, nonprofit, 
        democratically controlled, membership Association of consumers 
        and shareholders;
            (2) to give the Association a mandate to inform and 
        represent consumers, shareholders, and the public interest, and 
        to further the effective and vigorous oversight of corporate 
        entities;
            (3) to establish democratic rules of governance for the 
        Association;
            (4) to require any entity subject to this Act to 
        periodically include inserts concerning the Association within 
        their statements and billings to consumers; and
            (5) to prescribe the text and format of such insert.

SEC. 3. POLICY.

    The policy of Congress is that it is in the public interest to 
authorize the establishment, through the exercise of the powers 
provided in this Act, of an orderly procedure for developing and 
financing (through the use of statutory inserts) the creation of the 
Consumer and Shareholder Protection Association.

SEC. 4. DEFINITIONS.

    For purposes of this Act, the following definitions shall apply:
            (1) Association.--The term ``Association'' means the 
        Consumer and Shareholder Protection Association established in 
        accordance with this Act.
            (2) Association director.--The terms ``Association 
        director'' and ``director'' mean any person duly elected or 
        appointed to the Association board of directors pursuant to 
        this Act, except where the context otherwise requires.
            (3) Commission.--The term ``Commission'' means the Federal 
        Trade Commission.
            (4) Consumer.--The term ``consumer'' means any person who 
        uses, purchases, leases, or acquires any real or personal 
        property, tangible or intangible goods, services, or credit.
            (5) Entity subject to this act.--The term ``entity subject 
        to this Act'' means--
                    (A) any company that--
                            (i) is required to file periodic reports 
                        under section 13(a) or 15(d) of the Securities 
                        Exchange Act of 1934 (15 U.S.C. 78m(a), 
                        78o(d)); and
                            (ii) has revenues during its last fiscal 
                        year of greater than $1,200,000,000; and
                    (B) any insured depository institution, as defined 
                in section 3 of the Federal Deposit Insurance Act (12 
                U.S.C. 1813).
            (6) Insert carrier.--The term ``insert carrier'' includes--
                    (A) any deposit account statement which--
                            (i) indicates the balance on a deposit 
                        account; or
                            (ii) involves an outstanding deposit 
                        account contract or agreement between 
an insured depository institution and a customer of such institution; 
and
                    (B) any proxy statement required to be provided to 
                a shareholder in accordance with the securities laws 
                (as defined in section 3 of the Securities Exchange Act 
                of 1934 (15 U.S.C. 78c).
            (7) Member.--The term ``member'' means any person who meets 
        the requirements for membership in the Association, as set 
        forth in section 4.
            (8) Regulatory agency.--The term ``regulatory agency'' 
        means any governmental office, agency, department, or 
        commission of the Federal Government, which regulates, 
        monitors, directs, or governs publicly traded corporations, 
        financial services, or consumer transactions.
            (9) Regulatory proceeding.--The term ``regulatory 
        proceeding'' means any rulemaking, adjudication, or ancillary 
        proceeding conducted by any governmental office, agency, 
        department, or commission at the Federal, State, or local 
        level, which affects any entity subject to this Act.
            (10) Statutory insert.--The term ``statutory insert'' means 
        any digital or printed statement, card, or envelope and 
        statement combination, or a statement, application, and 
        preaddressed business reply envelope used by the Association to 
        solicit information and contributions or membership fees from 
        consumers and shareholders and explain the purpose, history, 
        nature, activities, achievements, and membership criteria of 
        the Association.

SEC. 5. ESTABLISHMENT OF THE ASSOCIATION.

    (a) Charter.--There is authorized to be established a nonprofit 
corporation by the interim board of directors to be known as the 
``Consumer and Shareholder Protection Association''. The Association 
shall be subject to the provisions of this Act, and, to the extent 
consistent with this Act, to the District of Columbia Nonprofit 
Corporations Act. The main office of the Association shall be located 
in Washington, D.C.
    (b) Nongovernmental Status.--The Association shall be a private 
corporation and shall not, for any purpose, be considered to be a 
department, agency, or instrumentality of the United States Government. 
An officer or employee of the corporation shall not, for any purpose, 
be considered to be an officer or employee of the Federal Government.
    (c) Regional and Local Offices.--The Association may establish 
regional offices as needed, in any of the several States.
    (d) Bylaws.--Except as provided in this Act and in the District of 
Columbia Nonprofit Corporations Act, the affairs of the Association 
shall be regulated as determined in the bylaws of the Association.
    (e) Nonprofit, Nonstock Status.--The Association chartered under 
this section--
            (1) shall be a nonprofit corporation; and
            (2) may not issue any shares of stock or other securities 
        or pay any dividends.
    (f) Membership.--The membership of the Association shall consist 
solely of individuals who--
            (1) are 16 years of age or older; and
            (2) have contributed the required annual membership fee to 
        the Association.
    (g) Membership Fee.--
            (1) Initial fee.--Until the end of the 180-day period 
        beginning on the date of the first election of directors, the 
        annual membership fee of the Association shall be $10.
            (2) Permanent membership fees determined by board of 
        directors.--After the end of the 180-day period referred to in 
        subsection (e), the Association may, by vote of the board of 
        directors, alter the annual membership fee. The board of 
        directors shall adopt a reduced fee structure, offering 
        reduced-cost membership fees for low-income populations and 
        senior citizens.
    (h) Political Contributions Prohibited.--The Association shall not 
make any contributions to any political candidate or party, or to any 
national or State political committee, as defined in section 301 of the 
Federal Election Campaign Act of 1971 (2 U.S.C. 431), or participate in 
or intervene in any political campaign on behalf of or in opposition to 
any candidate for public office.

SEC. 6. AUTHORIZATION OF APPROPRIATIONS AND ALLOTMENTS OF GRANTS.

    There is authorized to be appropriated to the Federal Trade 
Commission, for the purpose of establishing the Association, $5,000,000 
for the fiscal year ending 1 year after the date of enactment of this 
Act.

SEC. 7. MISSION, DUTIES, AND POWERS OF THE ASSOCIATION.

    (a) Mission.--The Association shall advance the rights and remedies 
available to consumers and shareholders with respect to financial 
services, securities investments, insurance, and consumer credit, by 
developing initiatives to--
            (1) improve the flow of accurate information from entities 
        subject to this Act to consumers and shareholders;
            (2) increase the independence of the management of entities 
        subject to this Act; and
            (3) empower and represent the shareholders of entities 
        subject to this Act, by educating shareholders about options 
        for more democratic voting procedures and broader review 
        authority.
    (b) Duties.--The duties of the Association shall be--
            (1) to inform, educate, and advise consumers and 
        shareholders about the actions of entities subject to this Act;
            (2) to represent and promote the interests of consumers 
        collectively, and, when necessary, to negotiate on behalf of 
        consumers and shareholders with entities subject to this Act;
            (3) to take affirmative measures to encourage membership by 
        low- and moderate-income and minority consumers, and to 
        disseminate information and advice to consumers;
            (4) to inform, insofar as possible, consumers about the 
        mission of the Association, including the procedures for 
        obtaining membership in the Association;
            (5) to provide consumers and shareholders with information 
        about how corporate initiatives will affect them;
            (6) to monitor the availability and quality of financial or 
        shareholder services to low- and moderate-income constituencies 
        and the elderly; and
            (7) to develop data to assist shareholders and consumers in 
        making informed decisions in the marketplace.
    (c) Powers.--In addition to the rights and powers provided by other 
provisions of this Act, the Association shall--
            (1) represent the interests of consumers in general before 
        Federal regulatory agencies, legislative bodies, the courts, 
        and in other public forums;
            (2) initiate, to intervene as a party, or otherwise 
        participate on behalf of consumers or shareholders in any 
        regulatory proceeding which the Association reasonably 
        determines may affect their interests;
            (3) sue on behalf of any member, group of members, or all 
        members of the Association for judicial relief, including 
        damages, in any court of competent jurisdiction in regard to 
        any consumer or shareholder matter; and
            (4) conduct, support, and assist research, surveys, and 
        investigations in consumer matters.
    (d) Standing.--The Association shall be deemed to have an interest 
sufficient to obtain judicial review or enforcement in any court of 
competent jurisdiction of any regulatory decision or other regulatory 
action which the Association reasonably determines may affect the 
interest of consumers and shareholders, pursuant to this Act.

SEC. 8. INTERIM BOARD.

    (a) Establishment of Interim Board.--Members of the interim board 
of directors of the Association shall be appointed not later than 6 
months after the date of enactment of this Act, as follows:
            (1) 3 members shall be appointed by the President of the 
        United States.
            (2) 3 members shall be appointed by the Speaker of the 
        House of Representatives.
            (3) 3 members shall be appointed by the President Pro 
        Tempore of the Senate.
            (4) 1 member shall be appointed by the Minority Leader of 
        the House of Representatives.
            (5) 1 member shall be appointed by the Minority Leader of 
        the Senate.
    (b) Member Criteria.--Individuals considered for appointment to the 
interim board shall, to the extent possible, represent different 
regions of the United States, and represent categories of citizens' 
organizations including--
            (1) consumer groups;
            (2) institutional shareholder groups;
            (3) labor unions;
            (4) civil rights groups;
            (5) neighborhood groups;
            (6) elderly groups; and
            (7) organizations representing low-income persons.
    (c) Eligibility.--To qualify for nomination or appointment as an 
interim director of the Association representing a designated category 
of citizens' organizations, an individual shall be an active officer, 
employee, or member of a citizens' organization within such category or 
previously have been an officer or employee of 1 or more such citizens' 
organizations within such category for a cumulative period of at least 
2 years.
    (d) Duties of Interim Board.--The interim board of directors of the 
Association shall--
            (1) not later than 60 days after the date of appointment of 
        all members, incorporate the Association under the laws of the 
        District of Columbia, subject to the provisions and limitations 
        of this Act;
            (2) manage the affairs of the Association until the first 
        elected board of directors takes office;
            (3) inform the public of the existence, nature, and purpose 
        of the Association, and encourage such persons to join the 
        Association, participate in its activities, and contribute to 
        the Association;
            (4) adopt procedures and standards, consistent with the 
        requirements of this Act, for the nomination and election of 
        the first elected board of directors of the Association;
            (5) make all necessary preparations for the first election 
        of the board of directors of the Association, oversee the 
        election campaign, and tally the votes; and
            (6) employ such interim staff as the interim board of 
        directors deem necessary to carry out their responsibilities 
        under this Act.
    (e) Applicability of Certain Other Provisions of This Act.--Members 
of the interim board of directors shall be subject to the requirements 
of the applicable provisions of this Act.
    (f) Limitation on Authority To Appear Before Other Bodies.--The 
interim board of directors shall not engage in representation or 
intervention on behalf of consumers, except to the extent necessary to 
maintain or exercise the powers granted and the duties imposed upon 
interim directors by this Act.
    (g) Conduct First General Election.--
            (1) In general.--Once the membership of the Association 
        reaches 50,000, or within 18 months of the date of the 
        appointment of the last interim director, whichever occurs 
        first, the interim board of directors shall set a date for the 
        first general election of the board of directors, and shall 
        promptly notify each member of the Association.
            (2) Timely election requirement.--The date set for the 
        election shall be not more than 90 days after notification 
        under paragraph (1).

SEC. 9. STATUTORY INSERTS.

    (a) Inclusion in Statements of Entities Subject to This Act.--
            (1) In general.--Entities subject to this Act shall 
        include, or cause its agent to include, a statutory insert or 
        an Association insert in 4 mailings to its shareholders and 
        customers each year, and in any proxy statement sent to 
        shareholders.
            (2) Statutory insert.--The Association shall have the right 
        to have statutory inserts included in the mailings to the 
        customers and shareholders of each entity subject to this Act 
        once each calendar quarter. The Association may also require 
entities subject to this Act to send the information contained in the 
statutory insert to consumers and shareholders once each year via 
electronic e-mail or other electronic means. The Association shall only 
pay the reasonable incremental costs of the electronic distribution of 
such information.
            (3) Association inserts.--
                    (A) In general.--In addition, the Association shall 
                have the right to have included in the mailings 
                referred to in paragraph (2) once each calendar 
                quarter, an insert that it prepares and furnishes to 
                any institution required to carry a statutory insert.
                    (B) Limitation.--An insert furnished by the 
                Association shall be limited to--
                            (i) soliciting information and 
                        contributions or membership fees from 
                        consumers; and
                            (ii) explaining--
                                    (I) the purpose, history, nature, 
                                activities, and achievements of the 
                                Association;
                                    (II) that the Association 
                                membership is open to any resident of 
                                the United States who is 16 years of 
                                age;
                                    (III) that the Association is not 
                                connected to any entity subject to this 
                                Act;
                                    (IV) that the Association is a 
                                nonprofit association directed by its 
                                consumer members;
                                    (V) the procedure for contributing 
                                to or becoming a member of the 
                                Association; and
                                    (VI) the yearly membership fee.
    (b) FTC Oversight.--Any entity subject to this Act may, if it 
believes that the contents of an insert are false or misleading, submit 
the insert to the Commission for review. The Commission shall review 
the insert and make a determination promptly, but in no event later 
than 21 calendar days after receipt of the insert. The Commission may 
disapprove the insert for mailing if it finds that the insert is false 
or misleading, or contains information not permitted by this section.
    (c) Content of Statutory Inserts.--Each statutory insert required 
by this Act shall contain--
            (1) a statement of the following information:
    ``The Consumer and Shareholder Protection Association is a consumer 
and shareholder membership organization established under Federal law 
to inform and represent consumers.
    ``The Association will work on behalf of consumers and shareholders 
to prevent corporate fraud and deceptive business practices, and to 
ensure the protection of retirement funds and investments.
    ``The Association provides consumers with information and advice on 
a range of consumer issues.
    ``The Association also represents consumers before regulatory 
agencies and legislative bodies.
    ``The Association is a democratically controlled consumer 
membership organization.
    ``Although the Association has been established under Federal law, 
as a consumer membership organization, the Association is primarily 
supported by membership fees, not public funds. Thus the Consumer and 
Shareholder Protection Association depends on its membership base for 
funding to undertake its information and representation activities.
    ``Anyone who is 16 years of age or older may become a member of the 
Association by paying the annual membership fee. The amount of the 
annual membership fee is $____.
    ``You may become a member simply by filling out the attached 
application and mailing it and the membership fee to the Consumer and 
Shareholder Protection Association in the attached preaddressed 
envelope.'';
            (2) an application for Association membership, which 
        requests the applicant's name and address, and indicates the 
        annual membership fee; and
            (3) a preaddressed business reply envelope for mailing the 
        application and membership fee to the Association.
    (d) Other Requirements Applicable to Statutory Inserts.--With 
respect to a statutory insert required by this Act--
            (1) the statement, application, and preaddressed business 
        reply envelope specified in subsection (c) shall be presented 
        to the customer as a single document (except that the document 
        may be separable into different parts by tearing along 
        perforated lines);
            (2) the statement and application shall be printed in at 
        least 10-point type; and
            (3) the Association shall pay the cost of printing and 
        placement of the statutory insert in all appropriate mailings, 
        but shall not pay any postage costs if the insert weighs less 
        than 0.35 ounces.

SEC. 10. BOARD OF DIRECTORS.

    (a) Management of Association.--The affairs of the Association 
shall be managed by a board of directors, which shall be elected by the 
members of the Association in accordance with the provisions of section 
7. The board of directors shall consist of 17 members. Twelve directors 
shall constitute a quorum.
    (b) One-Person One-Vote.--Each director shall have one vote on the 
board of directors.
    (c) Terms of Office.--The term of office for a director shall be 3 
years, except as provided otherwise in this Act, and no director shall 
serve more than 2 consecutive terms.
    (d) Powers and Duties of Board.--The board of directors, shall, in 
addition to its other responsibilities under this Act--
            (1) conduct meetings of the board of directors at least 
        once every 6 months, which shall be open to the public, unless 
        the board of directors by a \2/3\ majority votes to adjourn 
        into executive session;
            (2) limit matters discussed in executive session only to 
        personnel actions, potential or pending civil or criminal 
        proceedings involving the Association, and material which would 
        result in an unwarranted invasion of personal privacy if 
        discussed in open sessions;
            (3) keep minutes, financial records, and other records 
        which shall reflect the acts and transactions of the board of 
        directors;
            (4) cause the financial books of the Association to be 
        audited by a qualified certified public accountant at least 
        once each fiscal year;
            (5) prepare quarterly statements and an annual report 
        indicating the substantive activities and financial operations 
        of the Association;
            (6) approve the bylaws of the Association, consistent with 
        the requirements of this Act;
            (7) make available to the public and include on the 
        Association's web page, documents prepared by or filed with the 
        Association within the preceding 5 years, including--
                    (A) minutes of the board of directors meeting;
                    (B) directors' or executive directors' financial 
                statements;
                    (C) candidates' financial statements; and
                    (D) candidates' statements; and
            (8) conduct 3 mailings each year to the membership of the 
        Association, to inform the membership about the work of the 
        Association and to conduct the business of the Association.
    (e) Election of Officers.--At the first regular meeting of the 
board of directors at which a majority of its members are present, 
subsequent to the installation of new directors following each annual 
election, the board shall elect by majority vote of directors present 
and voting, and from among the directors, a president, a vice 
president, a secretary, and a treasurer. The board may also elect a 
comptroller and such other officers as it deems necessary.
    (f) Executive Director of Association.--
            (1) In general.--The board of directors shall hire and 
        supervise an executive director for the Association.
            (2) Duties of executive director.--The executive director 
        shall implement the policies established by the board of 
        directors, employ and discharge Association employees, and 
        manage the offices, facilities, and employees of the 
        Association.
            (3) Eligibility standards.--Any applicant for the position 
        of executive director, and each executive director, shall 
        satisfy the requirements for director eligibility established 
        by this Act.
            (4) Term limit.--The executive director shall only be 
        eligible to serve as an employee of the Association for 6 
        consecutive years. After such 6-year term, the executive 
        director shall be prohibited from serving as an agent, 
        consultant, attorney, accountant, or subcontractor for the 
        Association, and shall be ineligible to receive any monetary 
        compensation from the Association.
    (g) No Compensation for Association Directors.--A member of the 
board of directors of the Association may not receive any compensation 
for his or her services as a director, but shall be reimbursed for 
wages actually lost in an amount not to exceed $160 per day, and for 
necessary expenses including travel expenses incurred in the discharge 
of Association duties.
    (h) Bonding Requirement for Staff.--Any director or staff of the 
Association eligible to receive, handle, or disburse funds on behalf of 
the Association shall be bonded. The cost of such bonds shall be paid 
for by the Association.
    (i) Annual Financial Statements of Directors.--Each director and 
the executive director of the Association shall file annually with the 
board of directors a director's financial statement, which shall 
include the same information required in section 102 of title 5, United 
States Code.
    (j) Annual Meetings.--
            (1) In general.--An annual meeting of members of the 
        Association shall be held in the month of January, on a date 
        and at a place within the United States to be determined by the 
        board of directors at least 6 months in advance of the meeting.
            (2) Agenda.--Items may be placed on the annual meeting 
        agenda--
                    (A) by request of any director, not less than 10 
                days and not more than 4 months in advance of the date 
                of such meeting; and
                    (B) by petition containing the valid signatures of 
                at least 1 percent of the total membership of the 
                Association, which petition shall be filed with the 
                board of directors not less than 10 days and not more 
                than 4 months in advance of the date of such meeting.
            (3) Notice of agenda.--The executive director shall present 
        proposed agenda items to the membership through its regular 
        mailings.
            (4) Public meetings.--The annual meeting of Association 
        members shall be open to the public, except that seating 
        preference shall be given to Association members. Association 
        members shall be given a reasonable opportunity at such 
        meetings to present comments, criticisms, and suggestions 
        concerning the Association.
            (5) Minutes.--Complete minutes of the annual meetings shall 
        be kept and distributed to all depository libraries in the 
        United States and placed on the Association's webpage.
    (k) Vacancy.--In the event that a board member position becomes 
vacant, the board of directors shall install the person having the 
highest vote total in the last election who was not elected to the 
board. If this is impossible, the board of directors, by vote of not 
less than \2/3\ of all directors, shall appoint a successor within 60 
days for the remainder of the current term. The person appointed by the 
board of directors shall meet all qualifications for board members.
    (l) Recall.--
            (1) In general.--Upon receipt by the president of the board 
        of directors of a petition to recall any director with the 
        valid signatures of at least 5 percent of the members, the 
        president shall call an election, to be held not less than 4 
        months and not more than 6 months after receipt of the 
        petition, for the purpose of selecting a director.
            (2) Limitations.--No petition to recall a director under 
        paragraph (1) may be filed within 6 months of his or her 
election. An election pursuant to the filing of a recall petition shall 
be conducted in accordance with the provisions of this Act. A director 
recalled may become a candidate in the election triggered by the filing 
of the recall petition. The director recalled shall continue to serve 
until the installment in office of his or her successor, or until his 
or her reelection. The election triggered by the filing of a recall 
petition shall be conducted via one of the Association's quarterly 
mailings.

SEC. 11. PROCEDURES FOR ELECTION OF DIRECTORS.

    (a) Election of the Board of Directors.--Each Association member 
shall cast not more than 17 votes, and may distribute them among 
candidates in any manner that the member chooses, including casting 
more than 1 vote for a candidate. The 17 candidates receiving the most 
votes shall be elected. There shall be no runoff. Ties shall be broken 
by lot.
    (b) Eligibility Standards for the Board of Directors.--To qualify 
for nomination as a candidate for election to the board of directors of 
the Association, a person must--
            (1) be a member of the Association;
            (2) be nominated by 100 or more other members; and
            (3) to the extent possible, represent the categories of 
        citizens' organizations, including--
                    (A) consumer groups;
                    (B) institutional shareholder groups;
                    (C) labor unions;
                    (D) civil rights groups;
                    (E) neighborhood groups;
                    (F) elderly groups; and
                    (G) organizations representing low-income persons.
    (c) Applicability to All Board Elections.--The requirements of this 
section shall apply to the first election of directors conducted by the 
interim board of directors pursuant to section 7, as well as to all 
subsequent elections.

SEC. 12. QUALIFICATIONS.

    (a) Candidate's Statement.--Any person seeking nomination as a 
candidate for election to the board of directors of the Association 
shall file a candidate statement with the Association, not less than 60 
days and not more than 120 days prior to the election. The contents of 
a candidate statement may not contain false statements, and the 
Association may, by bylaw or interim board of directors' procedure, 
impose a uniform limitation on the length of all candidate statements.
    (b) Financial Statement.--Any person seeking nomination as a 
candidate for election to the board of directors shall file with the 
Association, not less than 60 days and not more than 120 days prior to 
the election, a report containing the information required by section 
102 of title 5, United States Code.
    (c) Ineligibility of Interim Directors and Staff During First 
Election.--No interim director shall be eligible for election to the 
board of directors during the first election following the appointment 
of the interim directors. The executive director and other Association 
staff persons, including interim staff persons, shall not be eligible 
for election to the board of directors while serving in the capacity of 
executive director or staff person, or for 1 year after such service is 
concluded.
    (d) Ineligibility of Directors To Hold Other Public Office.--No 
director shall hold any elective Federal, State, or local office, or be 
a candidate for such office, or be appointed to hold such office, 
unless such appointee receives no compensation other than reimbursement 
of expenses.
    (e) Ineligibility of Officers, Directors of an Entity Subject To 
This Act.--No present director, officer, agent, consultant, attorney, 
or accountant for any entity subject to this Act, or member of the 
immediate family of such persons, shall be eligible to be a director of 
the Association.
    (f) Ineligibility of Officers and Employees of Agencies.--No 
officer or employee of any Federal, State, or local agency that 
regulates any entity subject to this Act shall be eligible to be a 
director of the Association.

SEC. 13. BALLOT ISSUES.

    Issues may be placed on a ballot for vote by the general 
membership, provided a majority of the board votes to place an issue 
before the membership for vote. The rules and procedures for placing an 
issue before the membership for a vote shall be developed by the 
Commission.

SEC. 14. LIMITS ON ACCESS TO MEMBER MAILINGS.

    No person may use any list of members of the Association, or any 
part of such list, for purposes other than the conduct of the business 
of the Association, as prescribed in this Act. The board of directors 
shall, however, develop criteria for providing Association member 
access through Association mailings to the Association's membership for 
Association purposes only. No person shall disclose any such list or 
part thereof to another person, unless there is substantial reason to 
believe that such list or part thereof is intended to be used for the 
lawful purposes described in this Act.

SEC. 15. PROHIBITED ACTS.

    (a) Entities Subject to This Act.--No entity subject to this Act or 
officer, employee, or agent of any entity subject to this Act may 
interfere or threaten to interfere with or cause any interference with 
the utility service of, or penalize or threaten to penalize or cause to 
be penalized, any person who contributes to the Association or 
participates in any of its activities, in retribution for such 
contribution or participation.
    (b) General Prohibition.--No person may act with intent to prevent, 
interfere with, or hinder the activities permitted under this Act.

SEC. 16. PENALTIES.

    A violation of any provision of this Act by an entity subject to 
this Act or officer, employee, or agent thereof or of the Association 
shall be subject to a civil penalty of not more than $10,000 for each 
violation, to be levied by the Commission.

SEC. 17. ADMINISTRATIVE ENFORCEMENT.

    Compliance with the provisions of this Act shall be enforced by the 
Commission in the same manner and with the same power and authority as 
the Commission has under the Federal Trade Commission Act (15 U.S.C. 41 
et seq.).

SEC. 18. DISSOLUTION OF THE ASSOCIATION.

    If, at the end of the 3-year period beginning on the date on which 
the Association is incorporated, the Association's membership remains 
below 25,000 members during any 1-year period, the board of directors 
of the Association shall dissolve the Association. Upon the 
termination, dissolution, or winding up of the Association in any 
manner or for any reason, voluntary or involuntary, its assets, if any, 
remaining after the payment or provision for payment of all liabilities 
of the Association shall be distributed to, and only to, 1 or more 
charitable organizations. No part of the income or assets of the 
Association shall inure to any of its members, directors, or officers, 
or be distributed to any such person during the life of the Association 
or upon its dissolution , except in payment of a legal obligation owed 
to such person. At the time of dissolution, any unexpended funds 
appropriated by Congress for the establishment of the Association shall 
be returned to the United States Treasury.

SEC. 19. RELATIONSHIP TO EXISTING LAW.

    Nothing in this Act shall be construed to limit the right of any 
individual or group of individuals to initiate, intervene in, or 
otherwise participate in any proceeding before a regulatory agency or 
court, nor to relieve any regulatory agency, court, or other public 
body of any obligation, or affect its discretion to permit intervention 
or participation by a consumer or group or class of consumers or 
citizens in any proceeding or activity.

SEC. 20. CONSTRUCTION.

    The provisions of this Act shall be construed in such a manner as 
best to enable the Association to effectively represent and protect the 
interests of consumers and shareholders.

SEC. 21. SEVERABILITY.

    If any provision of this Act shall be declared invalid, the other 
provisions of this Act shall remain in effect.
                                 <all>