The Federal Election Campaign Act of 1971, 2 U.S.C. § 441b(a),
prohibits corporations and labor unions from making contributions
or expenditures in connection with federal elections. The section,
however, permits some participation by unions and corporations in
the federal electoral process by allowing these organizations to
establish and pay the expenses of "separate segregated funds" which
may be used for political purposes during federal elections. The
Act restricts the operations of such segregated funds in several
respects. Of most relevance here, 2 U.S.C. §§ 441b(b)(4)(A) and
441b(b)(4)(C) provide that a corporation without capital stock may
solicit contributions to a fund it has established only from
"members" of the corporation. During 1976, respondent National
Right to Work Committee (NRWC), a corporation without capital
stock, solicited some 267,000 persons for contributions to a
separate segregated fund that it sponsored. Petitioner Federal
Election Commission determined that NRWC's solicitation violated §
441b(b)(4)(C), because the persons it had solicited were not its
members. Among other things, NRWC's solicitation letters did not
mention membership, its articles of incorporation disclaim the
existence of members, and members play no part in the operation or
administration of the corporation.
Held:
1. The persons solicited by NRWC were insufficiently attached to
the corporation to qualify as members under § 441b(b)(4)(C). This
interpretation of the Act does not raise constitutional
difficulties. Pp.
459 U. S.
201-207.
2. The First Amendment associational rights asserted by NRWC are
overborne by the interests Congress has sought to protect in
enacting § 441b. The provision marks the culmination of a careful
legislative adjustment of the federal electoral laws to prevent
both actual and apparent corruption, and reflects a legislative
judgment that the special characteristics of corporations require
prophylactic measures. Pp. 207-211.
214 U.S.App.D.C. 215, 665 F.2d 371, reversed.
REHNQUIST, J., delivered the opinion for a unanimous Court.
Page 459 U. S. 198
JUSTICE REHNQUIST delivered the opinion of the Court.
The question in the case ultimately comes down to whether
respondent National Right to Work Committee (NRWC or respondent)
limited its solicitation of funds to "members" within the meaning
of 2 U.S.C. § 441b(b)(4)(C). [
Footnote 1]
In April, 1977, petitioner Federal Election Commission
(Commission) [
Footnote 2]
determined that there was probable cause to
Page 459 U. S. 199
believe that NRWC had violated the above-cited provisions of the
Act by soliciting contributions from persons who were not its
"members." Shortly thereafter, respondent filed a complaint in the
United States District Court for the Eastern District of Virginia
seeking injunctive and declaratory relief against the Commission.
One month later, the Commission filed an enforcement proceeding
against respondent in the United States District Court for the
District of Columbia, seeking to establish respondent's violation
of 2 U.S.C. § 441b. The actions were consolidated in the latter
court, which granted summary judgment in favor of the Commission on
the basis of stipulated facts.
501 F.
Supp. 422 (1980). [
Footnote
3] The judgment of the District Court was reversed by the Court
of Appeals for the District of Columbia Circuit, 214 U.S.App.D.C.
215, 665 F.2d 371 (1981), and we granted certiorari. 456 U.S. 914
(1982).
Respondent NRWC is a nonprofit corporation without capital stock
organized under the laws of the Commonwealth of Virginia. Given the
central role of the congressional use of the word "member" in this
litigation, it is useful to set forth respondent's organizational
history in some detail. In 1975, respondent's predecessor and
another corporation merged; the articles of merger filed in the
District of Columbia by the successor corporation stated that NRWC
"shall not have members." A similar statement is contained in the
articles of incorporation of NRWC that are presently filed in
Virginia. Likewise, respondent's bylaws make no reference to
members or to membership in the corporation. The stated purpose of
NRWC, according to its Virginia articles of incorporation, is
"[t]o help make the public aware of the fact that American
citizens are being required, against their will, to join and pay
dues to labor organizations in order to earn a living. "
Page 459 U. S. 200
App. to Pet. for Cert. 17a. In pursuance of this objective, NRWC
regularly mails messages to millions of individuals and businesses
whose names have found their way onto commercially available
mailing lists that the organization has purchased or rented. The
letters do not mention membership in NRWC, but seek donations to
help NRWC publicize its opposition to compulsory unionism, and
frequently contain a questionnaire that the recipient is requested
to answer and return.
In late 1975, in order to comply with § 441b, NRWC established a
separate segregated fund,
see § 441b(b)(4)(C), [
Footnote 4] "to receive and make
contributions on behalf of federal candidates." The fund was
denominated the "Employees Rights Campaign Committee" (ERCC); its
operation was completely subsidized from the NRWC treasury, which
paid all the expenses of establishing and administering the fund,
and of soliciting contributions. During part of 1976, NRWC sent
letters to some 267,000 individuals, who had at one time
contributed to it, soliciting contributions to ERCC. As a result of
these solicitations, the fund received some $77,000 in
contributions.
In October, 1976, another lobbying group, the Committee for an
Effective Congress, filed a complaint against ERCC with the
Commission, alleging violation of 2 U.S.C. § 441b(b)(4). The
complaint asserted that NRWC had violated this section of the Act
by using corporate funds to solicit contributions to ERCC from
persons who were not NRWC's stockholders, executive or
administrative personnel, or their families. NRWC did not deny
these assertions, but took
Page 459 U. S. 201
the position that the recipients of its solicitation letters
were "members" of NRWC within the proviso set forth in §
441b(b)(4)(C). The Commission found probable cause to believe that
a violation had occurred, and after completing the investigative
procedures set out in the statute and unsuccessfully attempting to
resolve the matter through conciliation,
see 2 U.S.C. §
437g (1976 ed., Supp. V), it authorized the filing of a civil
enforcement suit. This litigation followed.
Essential to the proper resolution of the case is the
interpretation of § 441b(b)(4)(C)'s statement that the prohibition
against corporate solicitation contained in § 441b(b)(4)(A) shall
not prevent
"a . . . corporation without capital stock . . . from soliciting
contributions to [a separate segregated fund established by a
corporation without capital stock]
from members of such . . .
corporation. . . ."
(Emphasis added.) The Court of Appeals rejected the Commission's
contentions regarding the meaning of "member," and went on to hold
that the term "embraces at least those individuals whom NRWC
describes as its active and supporting members." 214 U.S.App.D.C.
at 220, 665 F.2d at 376. The opinion of the Court of Appeals
indicates that this construction was reached at least in part
because of concern for the constitutional implications of any
narrower construction.
Id. at 218-220, 665 F.2d at
374-376. As explained below, we reject this construction.
The statutory purpose of § 441b, as outlined above, is to
prohibit contributions or expenditures by corporations or labor
organizations in connection with federal elections. 2 U.S.C. §
441b(a). The section, however, permits some participation of unions
and corporations in the federal electoral process by allowing them
to establish and pay the administrative expenses of "separate
segregated fund[s]," which may be "utilized for political
purposes." 2 U. S C. § 441b(b)(2)(C). The Act restricts the
operations of such segregated funds, however, by making it unlawful
for a corporation
Page 459 U. S. 202
to solicit contributions to a fund established by it from
persons other than its "stockholders and their families and its
executive or administrative personnel and their families." 2 U.S.C.
§ 441b(b)(4)(A). Finally, and of most relevance here, the section
just quoted has its own proviso, which states in pertinent part
that
"[t]his paragraph shall not prevent a . . . corporation without
capital stock, or a separate segregated fund established by a . . .
corporation without capital stock, from soliciting contributions to
such a fund from members"
of the sponsoring corporation. 2 U.S.C. § 441b(b)(4)(C). The
effect of this proviso is to limit solicitation by nonprofit
corporations to those persons attached in some way to it by its
corporate structure.
Ibid.
The Court of Appeals, as we have noted, construed the term
"member" in § 441b to embrace "at least those individuals whom NRWC
describes as its active and supporting members." 214 U.S.App.D.C.
at 220, 665 F.2d at 376. The two categories of members recognized
by NRWC were described in the following terms by the Court of
Appeals:
"NRWC attracts members by publicizing its position on issues
relating to compulsory unionism through advertisements, personal
contacts, and, primarily, letters. These letters describe the
purpose of NRWC, urge the recipient to assist NRWC (by, for
example, writing to legislators), request financial support, and
ask the recipient to respond to a questionnaire that will determine
whether that person shares a similar political philosophy. A person
who, through his response, evidences an intention to support NRWC
in promoting voluntary unionism qualifies as a member. A person who
responds without contributing financially is considered a
supporting member; a person who responds and also contributes is
considered an active member. NRWC sends an acknowledgement and a
membership card to both classes. In the regular course of
operations, NRWC's members receive newsletters, action alerts, and
responses
Page 459 U. S. 203
to individual requests for information. They respond to issue
surveys and are asked to communicate with their elected
representatives when appropriate.
See Joint App. vol. II,
at 387
et seq."
Id. at 217, n. 1, 665 F.2d at 373, n. 1. In
respondent's view, both categories satisfy the membership
requirement of § 441b(b)(4)(C).
The Commission, however, insists that these standards of
"membership" are too fluid and insubstantial to come within the
statutory term "member," and argues further that they do not comply
with the Commission's regulation defining the term:
"(e) 'Members' means all persons who are currently satisfying
the requirements for membership in a membership organization, trade
association, cooperative, or corporation without capital stock. . .
. A person is not considered a member under this definition if the
only requirement for membership is a contribution to a separate
segregated fund."
Federal Election Commission Regulations, 11 CFR § 114.1(e)
(1982). The Commission also contends that NRWC's Virginia articles
of incorporation, filed by respondent, which state that respondent
has no members, are dispositive. While we do not feel sufficiently
informed at this time to attempt an exegesis of the statutory
meaning of the word "members" beyond that necessary to decide this
case, we find it relatively easy to dispose of these arguments that
respondent's solicitation was limited to its "members," since, in
our view, this would virtually excise from the statute the
restriction of solicitation to "members."
Section 441b(b)(4)(C) was one of several amendments to the Act
enacted in 1976. The entire legislative history of the subsection
appears to be the floor statement of Senator Allen who introduced
the provision in the Senate and explained the purpose of his
amendment in this language:
Page 459 U. S. 204
"Mr. President, all this amendment does is to cure an omission
in the bill. It would allow corporations that do not have stock but
have a membership organization, such as a cooperative or other
corporations without capital stock and, hence, without
stockholders, to set up separate segregated political funds as to
which it can solicit contributions from its membership; since it
does not have any stockholders to solicit, it should be allowed to
solicit its members. That is all that the amendment provides. It
does cover an omission in the bill that I believe all agree should
be filled."
122 Cong.Rec. 7198 (1976). This statement suggests that
"members" of nonstock corporations were to be defined, at least in
part, by analogy to stockholders of business corporations and
members of labor unions. The analogy to stockholders and union
members suggests that some relatively enduring and independently
significant financial or organizational attachment is required to
be a "member" under § 441b(b)(4)(C). The Court of Appeals'
determination that NRWC's "members" include anyone who has
responded to one of the corporation's essentially random mass
mailings would, we think, open the door to all but unlimited
corporate solicitation, and thereby render meaningless the
statutory limitation to "members."
We also assume, since there is no body of federal law of
corporations,
see Burks v. Lasker, 441 U.
S. 471,
441 U. S. 477
(1979), that Congress intended at least some reference to the laws
of the various States dealing with nonprofit corporations. In an
analogous situation, where Congress had authorized state taxation
of "real property" of subsidiaries of the Reconstruction Finance
Corporation, the Court said:
"We think the congressional purpose can best be accomplished by
application of settled state rules as to what constitutes 'real
property,' so long as it is plain, as it is here, that the state
rules do not effect a discrimination against the Government, or
patently run counter to
Page 459 U. S. 205
the terms of the Act."
RFC v. Beaver County, 328 U. S. 204,
328 U. S. 210
(1946). Like property, the structure and powers of nonprofit
corporations are defined principally by state law; as in the case
of property, state law provides some guidance in deciding whether
NRWC's solicitation was confined to its "members."
Most States apparently permit nonprofit corporations to have
"members" similar to shareholders in a business corporation,
although state statutes generally do not seem to require this form
of organization,
see, e.g., ALI-ABA, Model Nonprofit
Corporation Act § 11 (1964); in many States, the board of directors
of a nonprofit corporation may be an autonomous, self-perpetuating
body. [
Footnote 5] Given the
wide variety of treatment of the subject of membership in state
incorporation laws, and the focus of the Commission's regulation on
the corporation's own standards, we think it was entirely
permissible for the Commission in this case to look to NRWC's
corporate charter under the laws of Virginia and the bylaws adopted
in accordance with that charter.
Applying the statutory language as we interpret it to the facts
of this case, [
Footnote 6] we
think Congress did not intend to allow the 267,000 individuals
solicited by NRWC during 1976 to
Page 459 U. S. 206
come within the exclusion for "members" in 2 U.S.C. §
441b(b)(4)(C). Although membership cards are ultimately sent to
those who either contribute or respond in some other way to
respondent's mailings, the solicitation letters themselves make no
reference to members. Members play no part in the operation or
administration of the corporation; they elect no corporate
officials, and indeed there are apparently no membership meetings.
There is no indication that NRWC's asserted members exercise any
control over the expenditure of their contributions. Moreover, as
previously noted, NRWC's own articles of incorporation and other
publicly filed documents explicitly disclaimed the existence of
members. We think that, under these circumstances, those solicited
were insufficiently attached to the corporate structure of NRWC to
qualify as "members" under the statutory proviso.
Unlike the Court of Appeals, we do not think this construction
of the statute raises any insurmountable constitutional
difficulties. The Court of Appeals expressed the view that the sort
of solicitations involved here would neither corrupt officials nor
coerce members of the corporation holding minority political views,
the two goals which it believed Congress had in mind in enacting
the statutory provisions at issue. That being so, the Court of
Appeals apparently thought, and respondent argues here, that the
term "members" must be given an elastic definition in order to
prevent impermissible interference with the constitutional rights
enunciated in cases such as
NAACP v. Button, 371 U.
S. 415 (1963), and
Schaumburg v. Citizens for a
Better Environment, 444 U. S. 620
(1980). Similarly, respondent places considerable reliance on our
statement in
Buckley v. Valeo, 424 U. S.
1,
424 U. S. 25
(1976):
"The Court's decisions involving associational freedoms
establish that the right of association is a 'basic constitutional
freedom,'
Kusper v. Pontikes, 414 U.S. at
414 U. S.
57, that is 'closely allied to freedom of speech and a
right
Page 459 U. S. 207
which, like free speech, lies at the foundation of a free
society.'
Shelton v. Tucker, 364 U. S.
479,
364 U. S. 486 (1960).
See, e.g., Bates v. Little Rock, 361 U. S.
516,
361 U. S. 522-523 (1960);
NAACP v. Alabama, [357 U.S.] at
257 U. S.
460-461;
NAACP v. Button, supra, at
371 U. S. 452 (Harlan, J.,
dissenting). In view of the fundamental nature of the right to
associate, governmental 'action which may have the effect of
curtailing the freedom to associate is subject to the closest
scrutiny.'
NAACP v. Alabama, supra, at
357 U. S.
460-461."
Under this standard, respondent asserts, the Act's restriction
of its solicitation cannot be upheld.
While we fully subscribe to the views stated in
Buckley, in the very next sentence to the passage quoted
by the respondent, the Court went on to say:
"Yet, it is clear that '[n]either the right to associate nor the
right to participate in political activities is absolute.'
CSC
v. Letter Carriers, 413 U. S. 548,
413 U. S.
567 (1973)."
Ibid. In this case, we conclude that the associational
rights asserted by respondent may be and are overborne by the
interests Congress has sought to protect in enacting § 441b.
To place respondent's constitutional claims in proper
perspective, we repeat language used in
Buckley v. Valeo,
supra, at
424 U. S. 13:
"The constitutional power of Congress to regulate federal
elections is well established, and is not questioned by any of the
parties in this case."
The first purpose of § 441b, petitioners state, is to ensure
that substantial aggregations of wealth amassed by the special
advantages which go with the corporate form of organization should
not be converted into political "war chests" which could be used to
incur political debts from legislators who are aided by the
contributions.
See United States v. Automobile Workers,
352 U. S. 567,
352 U. S. 579
(1957). The second purpose
Page 459 U. S. 208
of the provisions, petitioners argue, is to protect the
individuals who have paid money into a corporation or union for
purposes other than the support of candidates from having that
money used to support political candidates to whom they may be
opposed.
See United States v. CIO, 335 U.
S. 106,
335 U. S. 113
(1948).
We agree with petitioners that these purposes are sufficient to
justify the regulation at issue. Speaking of corporate involvement
in electoral politics, we recently said:
"The overriding concern behind the enactment of statutes such as
the Federal Corrupt Practices Act was the problem of corruption of
elected representatives through the creation of political debts.
The importance of the governmental interest in preventing this
occurrence has never been doubted."
First National Bank of Boston v. Bellotti, 435 U.
S. 765,
435 U. S. 788,
n. 26 (1978) (citations omitted). Likewise, in
Buckley v.
Valeo, supra, at
424 U. S. 26-27,
we specifically affirmed the importance of preventing both the
actual corruption threatened by large financial contributions and
the eroding of public confidence in the electoral process through
the appearance of corruption. These interests directly implicate
"the integrity of our electoral process, and, not less, the
responsibility of the individual citizen for the successful
functioning of that process."
United States v. Automobile
Workers, supra, at
352 U. S.
570.
We are also convinced that the statutory prohibitions and
exceptions we have considered are sufficiently tailored to these
purposes to avoid undue restriction on the associational interests
asserted by respondent. The history of the movement to regulate the
political contributions and expenditures of corporations and labor
unions is set forth in great detail in
United States v.
Automobile Workers, supra, at
352 U. S.
570-584, and we need only summarize the development
here. Seventy-five years ago, Congress first made financial
contributions to federal candidates by corporations illegal by
enacting the
Page 459 U. S. 209
Tillman Act, ch. 420, 34 Stat. 864. Within the next few years,
Congress went further and required financial disclosure by federal
candidates following election, Act of June 25, 1910, ch. 392, 36
Stat. 822, and the following year required preelection disclosure
as well. Act of Aug.19, 1911, ch. 33, 37 Stat. 25. The Federal
Corrupt Practices Act, passed in 1925, extended the prohibition
against corporate contributions to include "anything of value," and
made acceptance of a corporate contribution as well as the giving
of such a contribution a crime. 43 Stat. 1070.
The first restrictions on union contributions were contained in
the second Hatch Act, 54 Stat. 767, and later, in the War Labor
Disputes Act of 1943, § 9, 57 Stat. 167, union contributions in
connection with federal elections were prohibited altogether. These
prohibitions on union political activity were extended and
strengthened in the Taft-Hartley Act, 61 Stat. 136, which broadened
the earlier prohibition against contributions to "expenditures" as
well. Congress codified most of these provisions in the Federal
Election Campaign Act of 1971, 86 Stat. 3, and enacted later
amendments in 1974, 88 Stat. 1263, in 1976, 90 Stat. 475, and in
1980, 93 Stat. 1339. Section 441b(b)(4)(C) is, as its legislative
history indicates, merely a refinement of this gradual development
of the federal election statute.
This careful legislative adjustment of the federal electoral
laws, in a "cautious advance, step by step,"
NLRB v. Jones
& Laughlin Steel Corp., 301 U. S. 1,
301 U. S. 46
(1937), to account for the particular legal and economic attributes
of corporations and labor organizations warrants considerable
deference,
see Rostker v. Goldberg, 453 U. S.
57,
453 U. S. 64, 67
(1981). As we discuss below, it also reflects a permissible
assessment of the dangers posed by those entities to the electoral
process.
In order to prevent both actual and apparent corruption,
Congress aimed a part of its regulatory scheme at corporations. The
statute reflects a legislative judgment that the special
characteristics of the corporate structure require particularly
Page 459 U. S. 210
careful regulation.
See United States v. Morton Salt
Co., 338 U. S. 632,
338 U. S. 652
(1950). While § 441b restricts the solicitation of corporations and
labor unions without great financial resources, as well as those
more fortunately situated, we accept Congress' judgment that it is
the potential for such influence that demands regulation. Nor will
we second-guess a legislative determination as to the need for
prophylactic measures where corruption is the evil feared. As we
said in
California Medical Assn. v. FEC, 453 U.
S. 182,
453 U. S. 201
(1981), the "differing structures and purposes" of different
entities "may require different forms of regulation in order to
protect the integrity of the electoral process." [
Footnote 7]
To accept the view that a solicitation limited only to those who
have in the past proved "philosophically compatible" to the views
of the corporation must be permitted under the statute in order for
the prohibition to be constitutional would ignore the teachings of
our earlier decisions. The governmental interest in preventing both
actual corruption and the appearance of corruption of elected
representatives has long been recognized,
First National Bank
of Boston v. Bellotti, supra, at
435 U. S. 788,
n. 26, and there is no reason why it may not in this case be
accomplished by treating unions, corporations,
Page 459 U. S. 211
and similar organizations differently from individuals.
California Medical Assn. v. FEC, supra, at
453 U. S.
201.
Respondent also asserts a claim of unconstitutional vagueness,
relying on such additional cases as
Connally v. General
Construction Co., 269 U. S. 385
(1926);
Grayned v. City of Rockford, 408 U.
S. 104 (1972);
Speiser v. Randall, 357 U.
S. 513 (1958); and
Smith v. California,
361 U. S. 147
(1959). We think the vagueness claim is adequately answered by the
language quoted earlier from
CSC v. Letter Carriers,
413 U. S. 548,
413 U. S. 567
(1973). There may be more than one way under the statute to go
about determining who are "members" of a nonprofit corporation, and
the statute may leave room for uncertainty at the periphery of its
exception for solicitation of "members." However, on this record,
we are satisfied that NRWC's activities extended in large part, if
not
in toto, to people who would not be members under any
reasonable interpretation of the statute.
See Broadrick v.
Oklahoma, 413 U. S. 601
(1973). [
Footnote 8]
The judgment of the Court of Appeals is reversed.
It is so ordered.
[
Footnote 1]
As will appear from the following discussion, the phrasing of
this question is but the tip of the statutory iceberg. The Federal
Election Campaign Act of 1971 (Act) makes it "unlawful for . . .
any corporation . . . to make a contribution or expenditure in
connection with" certain federal elections. 90 Stat. 490, 2 U.S.C.
§ 441b(a). The term "contribution" is defined broadly, 2 U.S.C. §
441b(b)(2)(C), to include any sort of transfer of money or services
to various political entities, but excluded from that definition
is
"the establishment, administration, and solicitation of
contributions to a separate segregated fund to be utilized for
political purposes by a . . . corporation without capital
stock."
The Act goes on to make it unlawful, except as thereinafter
provided,
"for a corporation, or a separate segregated fund established by
a corporation, to solicit contributions to such a fund from any
person other than its stockholders and their families and its
executive or administrative personnel and their families. . .
."
2 U.S.C. § 441b(b)(4)(A). Finally, 2 U.S.C. § 441b(b)(4)(C)
states that the prohibition just quoted
"shall not prevent a . . . corporation without capital stock, or
a separate segregated fund established by a . . . corporation
without capital stock, from soliciting contributions to such a fund
from members of such . . . corporation without capital stock."
[
Footnote 2]
The Commission is an independent administrative agency vested
with exclusive jurisdiction over civil enforcement of the Act.
See 2 U.S.C. §§ 437c(b)(1) and 437d(a) and (e) (1976 ed.,
Supp. V).
[
Footnote 3]
The relief awarded the Commission by the District Court included
a declaratory judgment that 2 U.S.C. § 441b(b)(4) is not
unconstitutional an order that NRWC refund to contributors the
funds it had obtained from unlawful solicitations, and an order
that the corporation pay a $10,000 civil penalty. App. to Pet. for
Cert. 54a.
[
Footnote 4]
The separate segregated fund may be completely controlled by the
sponsoring corporation or union, whose officers may decide which
political candidates contributions to the fund will be spent to
assist. The "fund must be separate from the sponsoring union [or
corporation] only in the sense that there must be a strict
segregation of its monies" from the corporation's other assets.
Pipefitters v. United States, 407 U.
S. 385,
407 U. S.
414-417 (1972).
See also Buckley v. Valeo,
424 U. S. 1,
424 U. S. 28, n.
31 (1976).
[
Footnote 5]
One commentator has stated:
"The license provided by the statutes in this respect is further
enhanced by their loose use of the term 'member.' The New York
statute and the Model Act, for example, offer no meaningful
definition of 'member' at all, but instead provide that a
corporation's articles or bylaws may designate anybody or nobody as
members, or may designate different classes of members, and may
freely specify the rights, if any, of the corporation's members or
classes of members. The California Act is a bit more carefully
drawn in this regard, defining a member, essentially, as anyone
entitled to vote in elections either for the corporation's board of
directors or for certain fundamental corporate changes."
Hansmann, Reforming Nonprofit Corporation Law, 129 U.Pa.L.Rev.
497, 578 (1981) (footnote omitted).
[
Footnote 6]
We assume, as have the parties and courts below, that ERCC
satisfies the statutory requirements of a "separate segregated
fund," and that NRWC is a corporation covered by § 441b.
[
Footnote 7]
Our decision in
First National Bank of Boston v.
Bellotti, 435 U. S. 765
(1978), is entirely consistent with our conclusion here.
Bellotti struck down a prohibition against corporate
expenditures and contributions in connection with state referenda.
Id. at
435 U. S. 768.
The Court explicitly stated that its decision did not involve
"the constitutionality of laws prohibiting or limiting corporate
contributions to political candidates or committees, or other means
of influencing
candidate elections."
Id. at
435 U. S. 788,
n. 26 (emphasis added). In addition, following its citation of
Pipefitters v. United States, 407 U.
S. 385 (1972);
United States v. Automobile
Workers, 352 U. S. 567
(1957); and
United States v. CIO, 335 U.
S. 106 (1948), the Court specifically pointed out that,
in elections of candidates to public office, unlike in referenda on
issues of general public interest, there may well be a threat of
real or apparent corruption. As discussed in text, Congress has
relied on just this threat in enacting 441b.
[
Footnote 8]
We also reject as meritless NRWC's claim that the Commission's
actions prior to and during conciliation were so misleading and
arbitrary as to constitute a deprivation of due process. We leave
open for consideration upon remand,
inter alia, the
propriety of the Commission's imposition of a $10,000 civil penalty
against respondent.