Court of Appeals of Missouri, Western District, Fourth Division
from the Circuit Court of Cole County, Missouri The Honorable
Patricia S. Joyce, Judge
Before: Karen King Mitchell, Chief Judge, and Alok Ahuja and
Thomas N. Chapman, Judges
King Mitchell, Chief Judge
Missouri Chamber of Commerce and Industry (the Chamber)
appeals the denial of its request for a declaratory judgment
to the effect that the Missouri Campaign Contribution Reform
Initiative of 2016 (Amendment 2) allows contributions from a
corporation's treasury to a political action committee
(PAC) established, administered, or maintained by the
corporation. In its sole point on appeal, the Chamber argues
that the trial court erred in concluding that Amendment 2
prohibits contributions from a corporation to such a PAC.
Because we conclude that the plain and ordinary meaning of
the language of Amendment 2, read in its entirety, prohibits
contributions from a corporation to a PAC established,
administered, or maintained by the corporation, we affirm.
November 8, 2016, Missouri voters passed Amendment 2, which
became effective at the end of the 30th day after the
election. Amendment 2 added a new section to the Missouri
Constitution, titled the "Missouri Campaign Contribution
Reform Initiative." Mo. Const. art. VIII, § 23.
Amendment 2 imposes restrictions on the types of campaign
contributions that corporations like the Chamber may make.
The Chamber is a not-for-profit corporation organized
pursuant to 26 U.S.C. § 501(c)(3) of the Internal
Revenue Code and is registered as a nonprofit corporation
with the Missouri Secretary of State. The Chamber
established, administered, and maintained a PAC called the
"We Mean Business PAC."
passage of Amendment 2, the Missouri Ethics Commission (MEC),
which investigates and enforces the laws governing campaign
finance disclosure, issued two advisory opinions. In Advisory
Opinion No. 2017.03.CF.010, dated March 27, 2017, MEC
concluded that "because [§ 23.3(3)(a)] expressly
authorizes specific types of individual contributions but
does not specifically authorize the contributions from the
entity's treasury or funds, a corporation . . . may not
contribute its own funds to its connected political
action/continuing committee." In Advisory OpinionNo.
2017.07.CF.014, dated July 14, 2017, MEC reaffirmed its
earlier conclusion about connected PACs. There, MEC stated,
"The Commission discussed the application of
[§§ 23.3(3)(a) and 23.3(12)] as they relate to
corporate . . . contributions to PACs in MEC No.
2017.03.CF.010. The Commission stated that a corporation . .
. may not contribute its own funds to its connected PAC, but
that it may contribute direct corporate . . . funds to an
Chamber filed a petition for declaratory judgment challenging
MEC's conclusion that Amendment 2 prohibits contributions
from a corporation to its connected PAC. The case was tried
and submitted on stipulated facts. The trial court entered
judgment in favor of MEC, concluding that Amendment 2
make[s] clear that while a corporation may not make direct
contributions to committees tied to candidates or political
parties, it may create, support and control its own PAC that
may, in turn, make such contributions, provided the PAC is
not funded with the corporation's own money. The
connected PAC, in turn, may make various election-related
expenditures-such as contributing to candidate
committees-that a corporate connected organization may not.
If a corporation wishes to "maintain" or
"administer" a connected PAC, it may not contribute
its own funds to that PAC, but it may solicit contributions
to the PAC from its own directors, officers, employees,
members, and shareholders.
By permitting connected PACs to receive contributions from
corporate directors, officers, employees, members and
shareholders but not the corporation itself,
prevents corporations from circumventing the prohibition on
corporate contributions to candidates and political parties.
Without that important limitation, corporations could evade
[Amendment 2's] prohibitions by simply creating a
connected PAC, contributing corporate funds to that PAC, and
then directing the PAC to contribute to candidates or
political parties of the corporation's choice.
The Chamber appeals.
case was submitted on stipulated facts and, thus, "did
not involve the trial court's resolution of conflicting
testimony." Ritter v. Ashcroft, 561 S.W.3d 74,
84 (Mo. App. W.D. 2018) (quoting Chastain v. James,
463 S.W.3d 811, 817 (Mo. App. W.D. 2015)). Therefore,
"the only question before this court is whether the
trial court drew the proper legal conclusions from the facts
stipulated." Id. (quoting Chastain,
463 S.W.3d at 817). Here, the trial court's ruling was
based on the interpretation and application of ...