; and (B) the total amount of expenditures for political activities proposed to be made by the issuer for the forthcoming fiscal year; and (2) provide for a separate vote of the shareholders of the issuer to authorize such expenditures for political activities in the total amount described in paragraph (1). (c) Vote required To make expenditures No issuer may make an expenditure for political activities in any fiscal year unless that expenditure— (1) is of the nature of those proposed by the issuer in subsection (b)(1); and (2) has been authorized by a vote of the majority of the outstanding shares of the issuer in accordance with subsection (b)(2). (d) Fiduciary duty; liability (1) Fiduciary duty A violation of subsection (c) by an issuer shall be considered to be a breach of a fiduciary duty of any officer or director of the issuer who authorized the expenditure for political activities described in that subsection. (2) Liability An officer or director of an issuer who authorizes an expenditure for political activities in violation of subsection (c) shall be jointly and severally liable in— (A) any action brought in a court of competent jurisdiction to any person or class of persons that held shares at the time the expenditure for political activities was made; and (B) an amount that is equal to 3 times the amount of the expenditure for political activities. (e) Disclosure of votes (1) Disclosure required Each institutional investment manager that is subject to section 13(f) shall disclose not less frequently than annually how the institutional investment manager voted on any shareholder vote under subsection (a), unless the vote is otherwise required by rule of the Commission to be reported publicly. (2) Rules Not later than 180 days after the date of enactment of this section, the Commission shall issue rules to carry out this subsection that require that a disclosure required under paragraph (1)— (A) be made not later than 30 days after the date on which a vote described in that paragraph is held