Substitute House Bill No. 6890

Public Act No. 01-199

AN ACT CONCERNING BUSINESS CORPORATIONS AND NONSTOCK CORPORATIONS.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Subdivision (6) of section 33-602 of the general statutes is repealed and the following is substituted in lieu thereof:

(6) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.

Sec. 2. Subdivision (10) of section 33-602 of the general statutes is repealed and the following is substituted in lieu thereof:

(10) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. [and which does not directly involve the physical transfer of paper.]

Sec. 3. Subdivision (27) of section 33-602 of the general statutes is repealed and the following is substituted in lieu thereof:

(27) "Sign" or "signature" includes any manual, facsimile, [or] conformed or electronic signature.

Sec. 4. Section 33-603 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Notice under sections 33-600 to 33-998, inclusive, as amended by this act, shall be in writing unless oral notice is reasonable under the circumstances. [Written notice includes notice by electronic transmission.] Notice by electronic transmission is written notice.

(b) Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television or other form of public broadcast communication.

(c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective (1) upon deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders, or (2) when electronically transmitted to the shareholder in a manner authorized by the shareholder.

(d) Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed; or (3) on the date shown on the return receipt, if sent by registered or certified mail or a commercial delivery service, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(f) Oral notice is effective when communicated if communicated in a comprehensible manner.

(g) If sections 33-600 to 33-998, inclusive, as amended by this act, prescribe notice requirements for particular circumstances, those requirements govern. If a certificate of incorporation or bylaw prescribes notice requirements, not inconsistent with this section or other provisions of said sections, those requirements govern.

(h) In computing the period of time of any notice required or permitted to be given by sections 33-600 to 33-998, inclusive, as amended by this act, or under the provisions of the certificate of incorporation or bylaws of a corporation or of a resolution of shareholders or directors, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included, in the absence of a contrary provision.

Sec. 5. Section 33-608 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.

(b) Sections 33-600 to 33-998, inclusive, as amended by this act, shall require or permit filing the document in the office of the Secretary of the State.

(c) The document shall contain the information required by sections 33-600 to 33-998, inclusive, as amended by this act. It may contain other information as well.

(d) The document shall be typewritten or printed or, if [authorized by the Secretary of the State,] electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.

(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(g) The person executing [a] the document shall [, if the document is typewritten or printed,] sign it and state beneath or opposite [his] such person's signature [his] such person's name and the capacity in which [he] such person signs. [or, if the document is electronically transmitted, affirm and authenticate the execution of the document in such manner as the Secretary of the State may prescribe as effective for those purposes.] The document may but need not contain [: (1) The corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgment, verification or proof] a corporate seal, attestation, acknowledgment or verification.

(h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-609, the document shall be in or on the prescribed form.

(i) The document shall be delivered to the office of the Secretary of the State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of the State. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-662 and 33-928.

(j) When the document is delivered to the office of the Secretary of the State for filing, [the document shall be accompanied by] the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-600 to 33-998, inclusive, as amended by this act, or other law [, unless provision has been made for payment in the manner prescribed] must be paid or provision for payment made in a manner permitted by the Secretary of the State.

(k) When any document is required or permitted to be filed or recorded as provided in sections 33-600 to 33-998, inclusive, as amended by this act, the Secretary of the State may in [his] the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

Sec. 6. Subsection (a) of section 33-610 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Except as provided in subsection (b) of this section and subsection (c) of section 33-611, as amended by this act, a document accepted for filing is effective: (1) At the date and time of filing, [on the date it is filed, as evidenced by the Secretary of the State's date and time endorsement on the original document or, when the document is electronically transmitted, as evidenced by electronic means prescribed by the Secretary of the State] as evidenced by such means as the Secretary of the State may use for the purpose of recording [electronically] the date and time of filing; or (2) at the time specified in the document as its effective time on the date it is filed.

Sec. 7. Section 33-611 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A domestic or foreign corporation may correct a document filed by the Secretary of the State if (1) the document [(1)] contains an [incorrect statement or (2)] inaccuracy, (2) the document was defectively executed, attested, sealed, verified or acknowledged, or (3) the electronic transmission was defective.

(b) A document is corrected: (1) By preparing a certificate of correction that (A) describes the document, including its filing date, or attaches a copy of it to the certificate, (B) specifies the [incorrect statement and the reason it is incorrect or the manner in which the execution was defective] inaccuracy or defect to be corrected, and (C) corrects the [incorrect statement or defective execution] inaccuracy or defect; and (2) by delivering the certificate to the Secretary of the State for filing.

(c) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a certificate of correction is effective when filed.

Sec. 8. Section 33-740 of the general statutes is repealed and the following is substituted in lieu thereof:

[(a)] The certificate of incorporation may provide for staggering the terms of directors by dividing the total number of directors into up to five groups, with each group containing approximately the same percentage of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, the terms of the third group, if any, expire at the third annual shareholders' meeting after their election, the terms of the fourth group, if any, expire at the fourth annual shareholders' meeting after their election and the terms of the fifth group, if any, expire at the fifth annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years, three years, four years or five years, as the case may be, to succeed those whose terms expire.

[(b) If a corporation has cumulative voting pursuant to section 33-712, this section shall apply only if there are at least three directors in each group.]

Sec. 9. Section 33-749 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) [Unless the certificate of incorporation or a bylaw provides otherwise] Except to the extent that the certificate of incorporation or bylaws specifically require that action by the board of directors be taken only at a meeting, action required or permitted by sections 33-600 to 33-998, inclusive, as amended by this act, to be taken [at a board of directors' meeting] by the board of directors may be taken without a meeting if [the action is taken by all members of the board. The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken] each director signs a consent describing the action taken or to be taken and delivers it to the corporation.

(b) Action taken under this section is [effective when the last director signs the consent, unless the consent specifies a different effective date] the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.

(c) A consent signed under this section has the effect of action taken at a meeting [vote] of the board of directors and may be described as such in any document.

Sec. 10. Section 33-753 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless sections 33-600 to 33-998, inclusive, as amended by this act, the certificate of incorporation or [a bylaw provides] the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on [them. Each committee shall have two or more members, who serve at the pleasure of the board of directors] any such committee.

(b) [The] Unless sections 33-600 to 33-998, inclusive, as amended by this act, provide otherwise, the creation of a committee and appointment of members to it shall be approved by the greater of (1) a majority of all the directors in office when the action is taken, or (2) the number of directors required by the certificate of incorporation or bylaws to take action under section 33-752.

(c) (1) In the case of a corporation with at least one hundred shareholders which is not otherwise required to have an audit committee under federal law or regulation or the regulation of a national securities exchange registered under the Securities Exchange Act of 1934, as amended, the board of directors shall, in the manner provided in subsection (b) of this section, whether or not the bylaws provide for such a committee, designate two or more directors to constitute an audit committee, at least one of whom shall be independent, if the board of directors includes an independent director. A director shall be deemed to be "independent" unless (A) such director, or any spouse, parent or child of such director, or any other corporation, firm or organization in which such director or any such spouse, parent or child has a substantial interest, or any combination thereof, has or at any time during the last two fiscal years of the corporation has had one or more of the following relationships: (i) That of officer or employee of the corporation or of any other corporation, firm or organization which owns a ten per cent or more debt or equity interest in the corporation or in which the corporation owns a ten per cent or more debt or equity interest; (ii) that of ownership of ten per cent or more of the debt or equity of the corporation; or (iii) that of a business or professional relationship with the corporation, other than by reason of the directorship itself, where the amount involved in all transactions which result from such relationship during any fiscal year of the corporation exceeds forty thousand dollars, or where the amount derived from transactions directly between the corporation and such director or such spouse, parent or child exceeds five per cent of such director's annual income, or (B) such director serves as an independent director on the boards of directors of more than five corporations. (2) The audit committee shall perform such functions as the bylaws or a resolution of the board of directors of the corporation may provide, except that if any such corporation engages or proposes to engage an independent public accountant to review the preparation of and render reports on the financial statements of the corporation, notwithstanding any provisions of the bylaws or such resolution, the audit committee shall review, evaluate and advise the board of directors with respect to (A) the proposed engagement and any succeeding engagement of the accountant or any successor, and (B) the functions performed by the accountant pursuant to the terms of the accountant's engagement.

(d) The provisions of sections 33-748 to 33-752, inclusive, [shall be applicable] as amended by this act, apply both to committees of the board and their members.

(e) To the extent specified by the board of directors or in the certificate of incorporation or bylaws, each committee may exercise the [authority] powers of the board of directors under section 33-735.

(f) A committee may not, however: (1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors; (2) approve or propose to shareholders action that sections 33-600 to 33-998, inclusive, as amended by this act, require be approved by shareholders; (3) fill vacancies on the board of directors or, subject to subsection (h) of this section, on any of its committees; [(4) amend the certificate of incorporation pursuant to section 33-796; (5)] or (4) adopt, amend or repeal bylaws. [; (6) approve a plan of merger not requiring shareholder approval; (7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or a senior executive officer of the corporation to do so within limits specifically prescribed by the board of directors.]

(g) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 33-756.

(h) The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. If authorized by the certificate of incorporation, the bylaws or the resolution creating the committee, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.

Sec. 11. Section 33-763 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation has the [officers] offices described in its bylaws or [appointed] designated by the board of directors in accordance with the bylaws.

(b) [A duly appointed] The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers [or assistant officers] if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall [delegate] assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept under subsections (a) and (e) of section 33-945.

(d) The same individual may simultaneously hold more than one office in a corporation.

Sec. 12. Section 33-766 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective [date] time. If a resignation is made effective at a later [date] time and the [corporation] board of directors or the appointing officer accepts the future effective [date, its board of directors] time, the board or the appointing officer may fill the pending vacancy before the effective [date] time if the board [of directors] or the appointing officer provides that the successor does not take office until the effective [date] time.

(b) [A board of directors may remove any officer] An officer may be removed at any time with or without cause by: (1) The board of directors, (2) the officer who appointed such officer, unless the bylaws provide otherwise, or (3) any other officer if authorized by the bylaws or the board of directors.

(c) In this section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.

Sec. 13. Subsection (c) of section 33-775 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subparagraph (B) of subdivision (2) of subsection (b) of this section to select special legal counsel.

Sec. 14. Subsection (a) of section 33-778 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation may, by a provision in its certificate of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 33-771 or advance funds to pay for or reimburse expenses in accordance with section 33-773. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of section 33-773 and subsection (c) of section 33-775, as amended by this act. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 33-773 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

Sec. 15. Section 33-855 of the general statutes is repealed and the following is substituted in lieu thereof:

As used in sections 33-855 to 33-872, inclusive, as amended by this act:

(1) "Affiliate" means a person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with another person or is a senior executive thereof. For purposes of subdivision (4) of subsection (b) of section 33-856, as amended by this act, a person is deemed to be an affiliate of its senior executives.

(2) "Beneficial shareholder" means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf.

[(1)] (3) "Corporation" means the issuer of the shares held by a [dissenter before the corporate action or the surviving or acquiring corporation by merger or share exchange of that issuer] shareholder demanding appraisal and, for purposes of sections 33-862 to 33-872, as amended by this act, includes the surviving entity in a merger.

[(2) "Dissenter" means a shareholder who is entitled to dissent from corporate action under section 33-856 and who exercises that right when and in the manner required by sections 33-860 to 33-868, inclusive.]

[(3)] (4) "Fair value" [, with respect to a dissenter's shares,] means the value of the corporation's shares [immediately] determined: (A) Immediately before the effectuation of the corporate action to which the [dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action] shareholder objects, (B) using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, and (C) without discounting for lack of marketability or minority status except, if appropriate, for amendments to the certificate of incorporation pursuant to subdivision (5) of subsection (a) of section 33-856, as amended by this act.

[(4)] (5) "Interest" means interest from the effective date of the corporate action until the date of payment, at the [average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances] rate of interest on judgments in this state on the effective date of the corporate action.

(6) "Preferred shares" means a class or series of shares whose holders have preference over any other class or series with respect to distributions.

[(5)] (7) "Record shareholder" means the person in whose name shares are registered in the records of [a] the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with [a] the corporation.

[(6) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.]

(8) "Senior executive" means the chief executive officer, chief operating officer, chief financial officer and any individual in charge of a principal business unit or function.

[(7)] (9) "Shareholder" means [the] both a record shareholder [or the] and a beneficial shareholder.

Sec. 16. Section 33-856 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A shareholder is entitled to [dissent from, and] appraisal rights, and to obtain payment of the fair value of [his] that shareholder's shares, in the event of [,] any of the following corporate actions:

(1) Consummation of a [plan of] merger to which the corporation is a party (A) if shareholder approval is required for the merger by section 33-817 [or the certificate of incorporation] and the shareholder is entitled to vote on the merger, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger, or (B) if the corporation is a subsidiary [that is merged with its parent under] and the merger is governed by section 33-818;

(2) Consummation of a [plan of] share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the [plan] exchange, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;

(3) Consummation of a [sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale] disposition of assets pursuant to section 33-831 if the shareholder is entitled to vote on the disposition;

(4) An amendment of the certificate of incorporation with respect to a class or series of shares that [materially and adversely affects rights in respect of a dissenter's shares because it: (A) Alters or abolishes a preferential right of the shares; (B) creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares; (C) alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; (D) excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or (E)] reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created; [is to be acquired for cash under section 33-668;] or

(5) Any [corporate action taken pursuant to a shareholder vote to the extent the certificate of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares] other merger, share exchange, disposition of assets or amendment to the certificate of incorporation to the extent provided by the certificate of incorporation, the bylaws or a resolution of the board of directors.

(b) Notwithstanding subsection (a) of this section, the availability of appraisal rights under subdivisions (1), (2), (3) and (4) of subsection (a) of this section shall be limited in accordance with the following provisions:

(1) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is: (A) Listed on the New York Stock Exchange or the American Stock Exchange or designated as a National Market System security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or (B) not so listed or designated but has at least two thousand shareholders and the outstanding shares of such class or series has a market value of at least twenty million dollars, exclusive of the value of such shares held by its subsidiaries, senior executives, directors and beneficial shareholders owning more than ten per cent of such shares.

(2) The applicability of subdivision (1) of this subsection shall be determined as of: (A) The record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action requiring appraisal rights; or (B) the day before the effective date of such corporate action if there is no meeting of shareholders.

(3) Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision (1) of this subsection at the time the corporate action becomes effective.

(4) Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares where:

(A) Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange or otherwise, pursuant to the corporate action by a person, or by an affiliate of a person, who:

(i) Is, or at any time in the one-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, the beneficial owner of twenty per cent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares having voting power if such offer was made within one year prior to the corporate action requiring appraisal rights for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; or

(ii) Directly or indirectly has, or at any time in the one-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights had, the power, contractually or otherwise, to cause the appointment or election of twenty-five per cent or more of the directors to the board of directors of the corporation; or

(B) Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange or otherwise, pursuant to such corporate action by a person, or by an affiliate of a person, who is, or at any time in the one-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:

(i) Employment, consulting, retirement or similar benefits established separately and not as part of or in contemplation of the corporate action; or

(ii) Employment, consulting, retirement or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in section 33-783; or

(iii) In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate.

(5) For the purposes of subdivision (4) of this subsection, "beneficial owner" means any person who, directly or indirectly, through any contract, arrangement or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares, provided a member of a National Securities Exchange shall not be deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because such member is the record holder of such securities if the member is precluded by the rules of such exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby shall be deemed to have acquired beneficial ownership, as of the date of such agreement, of all voting shares of the corporation beneficially owned by any member of the group.

(c) Notwithstanding any other provision of this section, the certificate of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination contained in an amendment to the certificate of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within one year of that date if such action would otherwise afford appraisal rights.

[(b)] (d) Where the right to be paid the value of shares is made available to a shareholder by this section, such remedy shall be [his] the exclusive remedy as holder of such shares against the corporate transactions described in this section, whether or not [he] the shareholder proceeds as provided in sections 33-855 to 33-872, inclusive, as amended by this act.

Sec. 17. Section 33-857 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A record shareholder may assert [dissenters'] appraisal rights as to fewer than all the shares registered in [his name only if he dissents with respect to all shares beneficially owned by any one person] the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each [person] beneficial shareholder on whose behalf [he asserts dissenters' rights] appraisal rights are being asserted. The rights of a [partial dissenter] record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection [are] shall be determined as if the shares as to which [he dissents and his] the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.

(b) A beneficial shareholder may assert [dissenters'] appraisal rights as to shares of any class or series held on [his] behalf of the shareholder only if such shareholder: (1) [He submits] Submits to the corporation the record shareholder's written consent to the [dissent not later than the time the beneficial shareholder asserts dissenters' rights] assertion of such rights no later than the date referred to in subparagraph (B) of subdivision (2) of subsection (b) of section 33-862, as amended by this act; and (2) [he] does so with respect to all shares of [which he is the beneficial shareholder or over which he has power to direct the vote] the class or series that are beneficially owned by the beneficial shareholder.

Sec. 18. Section 33-860 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) If proposed corporate action [creating dissenters' rights under section 33-856 is] described in subsection (a) of section 33-856, as amended by this act, is to be submitted to a vote at a shareholders' meeting, the meeting notice shall state that the corporation has concluded that shareholders are, are not or may be entitled to assert [dissenters'] appraisal rights under sections 33-855 to 33-872, inclusive, as amended by this act. [, and be accompanied by a copy of said sections.] If the corporation concludes that appraisal rights are or may be available, a copy of sections 33-855 to 33-872, inclusive, as amended by this act, must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.

[(b) If corporate action creating dissenters' rights under section 33-856 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 33-862.]

(b) In a merger pursuant to section 33-818, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within ten days after the corporate action became effective and include the materials described in section 33-862, as amended by this act.

Sec. 19. Section 33-861 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) If proposed corporate action [creating dissenters'] requiring appraisal rights under section 33-856, as amended by this act, is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert [dissenters' rights (1) shall] appraisal rights with respect to any class or series of shares: (1) Must deliver to the corporation before the vote is taken written notice of [his] the shareholder's intent to demand payment [for his shares] if the proposed action is effectuated, and (2) [shall not vote his shares] must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

(b) A shareholder who does not satisfy the requirements of subsection (a) of this section is not entitled to payment [for his shares] under sections 33-855 to 33-872, inclusive, as amended by this act.

Sec. 20. Section 33-862 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) If proposed corporate action [creating dissenters' rights under section 33-856 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice] requiring appraisal rights under subsection (a) of section 33-856, as amended by this act, becomes effective, the corporation must deliver a written appraisal notice and form required by subdivision (1) of subsection (b) of this section to all shareholders who satisfied the requirements of section 33-861, as amended by this act. In the case of a merger under section 33-818, the parent must deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

(b) The [dissenters'] appraisal notice shall be sent no earlier than the date the corporate action became effective and no later than ten days after [the corporate action was taken] such date and shall:

[(1) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited;

(2) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;

(3) Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not he acquired beneficial ownership of the shares before that date;

(4) Set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty nor more than sixty days after the date the subsection (a) of this section notice is delivered; and]

(1) Supply a form that specifies the date of the first announcement to shareholders of the principal terms of the proposed corporate action and requires the shareholder asserting appraisal rights to certify (A) whether or not those shares for which appraisal rights are asserted were acquired before that date, and (B) that the shareholder did not vote for the transaction;

(2) State:

(A) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph (B) of this subdivision;

(B) A date by which the corporation must receive the form which date may not be fewer than forty nor more than sixty days after the date the appraisal notice and form under subsection (a) of this section are sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;

(C) The corporation's estimate of the fair value of the shares;

(D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in subparagraph (B) of this subdivision, the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and

(E) The date by which the notice to withdraw under section 33-863, as amended by this act, must be received, which date must be within twenty days after the date specified in subparagraph (B) of this subdivision; and

[(5)] (3) Be accompanied by a copy of sections 33-855 to 33-872, inclusive, as amended by this act.

Sec. 21. Section 33-863 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A shareholder [sent a dissenters' notice described in section 33-862 must demand payment, certify whether he] who receives notice pursuant to section 33-862, as amended by this act, and who wishes to exercise appraisal rights must certify on the form sent by the corporation whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the [dissenters'] notice pursuant to subdivision [(3)] (1) of subsection (b) of said section. [and deposit his certificates in accordance with the terms of the notice.] If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 33-867, as amended by this act. In addition, a shareholder who wishes to exercise appraisal rights must execute and return the form and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subparagraph (B) of subdivision (2) of subsection (b) of section 33-862, as amended by this act. Once a shareholder deposits the shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, the shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (b) of this section.

[(b) The shareholder who demands payment and deposits his share certificates under subsection (a) of this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.

(c) A shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under sections 33-855 to 33-872, inclusive.]

(b) A shareholder who has complied with subsection (a) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to subparagraph (E) of subdivision (2) of subsection (b) of section 33-862, as amended by this act. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.

(c) A shareholder who does not execute and return the form and, in the case of certificated shares, deposit the shareholder's share certificates where required, each by the date set forth in the notice described in subsection (b) of section 33-862, as amended by this act, shall not be entitled to payment under sections 33-855 to 33-872, inclusive, as amended by this act.

Sec. 22. Section 33-865 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Except as provided in section 33-867, [as soon as the proposed corporate action is taken, or upon receipt of a payment demand,] as amended by this act, within thirty days after the form required by subparagraph (B) of subdivision (2) of subsection (b) of section 33-862, as amended by this act, is due the corporation shall pay [each dissenter] in cash to those shareholders who complied with subsection (a) of section 33-863, as amended by this act, the amount the corporation estimates to be the fair value of [his] their shares, plus [accrued] interest.

(b) The payment to each shareholder pursuant to subsection (a) of this section shall be accompanied by:

(1) [The corporation's] Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year and the latest available interim financial statements, if any;

[(2) a statement of the corporation's estimate of the fair value of the shares; (3) an explanation of how the interest was calculated; (4) a statement of the dissenter's right to demand payment under section 33-868; and (5) a copy of sections 33-855 to 33-872, inclusive.]

(2) A statement of the corporation's estimate of the fair value of the shares which estimate must equal or exceed the corporation's estimate given pursuant to subparagraph (C) of subdivision (2) of subsection (b) of section 33-862, as amended by this act; and

(3) A statement that shareholders described in subsection (a) of this section have the right to demand further payment under section 33-868, as amended by this act, and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under sections 33-855 to 33-872, as amended by this act.

Sec. 23. Section 33-867 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation may elect to withhold payment required by section 33-865, as amended by this act, from [a dissenter unless he was the beneficial owner of the shares] any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the [dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action] appraisal notice sent pursuant to subdivision (1) of subsection (b) of section 33-862, as amended by this act.

[(b) To the extent the corporation elects to withhold payment under subsection (a) of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated and a statement of the dissenter's right to demand payment under section 33-868.]

(b) If the corporation elected to withhold payment under subsection (a) of this section, it must, within thirty days after the form required by subparagraph (B) of subdivision (2) of subsection (b) of section 33-862, as amended by this act, is due, notify all shareholders who are described in subsection (a) of this section:

(1) Of the information required by subdivision (1) of subsection (b) of section 33-865, as amended by this act;

(2) Of the corporation's estimate of fair value pursuant to subdivision (2) of subsection (b) of section 33-865, as amended by this act;

(3) That such shareholders may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand payment under section 33-868, as amended by this act;

(4) That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer; and

(5) That those shareholders who do not satisfy the requirements for demanding payment under section 33-868, as amended by this act, shall be deemed to have accepted the corporation's offer.

(c) Within ten days after receiving the shareholder's acceptance pursuant to subsection (b) of this section, the corporation must pay in cash the amount it offered under subdivision (2) of subsection (b) of this section to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.

(d) Within forty days after sending the notice described in subsection (b) of this section, the corporation must pay in cash the amount it offered to pay under subdivision (2) of subsection (b) of this section to each shareholder described in subdivision (5) of subsection (b) of this section.

Sec. 24. Section 33-868 of the general statutes is repealed and the following is substituted in lieu thereof:

[(a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate, less any payment under section 33-865, or reject the corporation's offer under section 33-867 and demand payment of the fair value of his shares and interest due, if:

(1) The dissenter believes that the amount paid under section 33-865 or offered under section 33-867 is less than the fair value of his shares or that the interest due is incorrectly calculated;

(2) The corporation fails to make payment under section 33-865 within sixty days after the date set for demanding payment; or

(3) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment.

(b) A dissenter waives his right to demand payment under this section unless he notifies the corporation of his demand in writing under subsection (a) of this section within thirty days after the corporation made or offered payment for his shares.]

(a) A shareholder paid pursuant to section 33-865, as amended by this act, who is dissatisfied with the amount of the payment must notify the corporation in writing of the shareholder's estimate of the fair value of the shares and demand payment of that estimate, plus interest, less any payment under section 33-865, as amended by this act. A shareholder offered payment under section 33-867, as amended by this act, who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.

(b) A shareholder who fails to notify the corporation in writing of the shareholder's demand to be paid the shareholder's stated estimate of the fair value of the shares plus interest under subsection (a) of this section within thirty days after receiving the corporation's payment under section 33-865, as amended by this act, or offer of payment under section 33-867, as amended by this act, waives the right to demand payment under this section and shall be entitled only to the payment made under section 33-865, as amended by this act, or the payment offered under section 33-867, as amended by this act.

Sec. 25. Section 33-871 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) If a shareholder makes demand for payment under section 33-868, as amended by this act, which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay [each dissenter whose demand remains unsettled the amount demanded] in cash to each shareholder the amount the shareholder demanded pursuant to section 33-868, as amended by this act, plus interest.

(b) The corporation shall commence the proceeding in the superior court for the judicial district where a corporation's principal office or, if none, its registered office in this state [, its registered office] is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the superior court for the judicial district where the principal office or registered office of the domestic corporation that merged with [or whose shares were acquired by] the foreign corporation was located at the time of the transaction.

(c) The corporation shall make all [dissenters] shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The [dissenters] shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.

(e) Each [dissenter] shareholder made a party to the proceeding is entitled to judgment (1) for the amount, if any, by which the court finds the fair value of [his] the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares, or (2) for the fair value, plus [accrued] interest, of [his after-acquired] the shareholder's shares for which the corporation elected to withhold payment under section 33-867, as amended by this act.

Sec. 26. Section 33-872 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The court in an appraisal proceeding commenced under section 33-871, as amended by this act, shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the [dissenters] shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds [the dissenters] such shareholders acted arbitrarily, vexatiously or not in good faith [in demanding payment under section 33-868] with respect to the rights provided by sections 33-855 to 33-872, inclusive, as amended by this act.

(b) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (1) Against the corporation and in favor of any or all [dissenters] shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of sections 33-860 to 33-868, inclusive, as amended by this act; or (2) against either the corporation or a [dissenter] shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by sections 33-855 to 33-872, inclusive, as amended by this act.

(c) If the court in an appraisal proceeding finds that the services of counsel for any [dissenter] shareholder were of substantial benefit to other [dissenters] shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to [these] such counsel reasonable fees to be paid out of the amounts awarded the [dissenters] shareholders who were benefited.

(d) To the extent the corporation fails to make a required payment pursuant to section 33-865, as amended by this act, 33-867, as amended by this act, or 33-868, as amended by this act, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including counsel fees.

Sec. 27. Section 33-947 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder [he represents] represented.

(b) The right to copy records under section 33-946 includes, if reasonable, the right to receive copies [made by photographic,] by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.

(c) The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under subdivision (3) of subsection (b) of section 33-946 by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.

[(c)] (d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, [or] reproduction or transmission of the records.

[(d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under subdivision (3) of subsection (b) of section 33-946 by providing him with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.]

Sec. 28. (NEW) (a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.

(b) The superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.

(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's costs, including reasonable counsel fees, incurred in connection with the application.

Sec. 29. (NEW) (a) Whenever notice is required to be given under any provision of sections 33-600 to 33-998, inclusive, of the general statutes, as amended by this act, to any shareholder, such notice shall not be required to be given if:

(1) Notice of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable; or

(2) All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable.

(b) If any such shareholder delivers to the corporation a written notice setting forth such shareholder's current address, the requirement that notice be given to such shareholder shall be reinstated.

Sec. 30. Subdivision (9) of section 33-1002 of the general statutes is repealed and the following is substituted in lieu thereof:

(9) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.

Sec. 31. Subdivision (13) of section 33-1002 of the general statutes is repealed and the following is substituted in lieu thereof:

(13) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. [and which does not directly involve the physical transfer of paper.]

Sec. 32. Subdivision (29) of section 33-1002 of the general statutes is repealed and the following is substituted in lieu thereof:

(29) "Sign" or "signature" includes any manual, facsimile, [or] conformed or electronic signature.

Sec. 33. Section 33-1003 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Notice under sections 33-1000 to 33-1290, inclusive, as amended by this act, shall be in writing unless oral notice is reasonable under the circumstances. [Written notice includes notice by electronic transmission.] Notice by electronic transmission is written notice.

(b) Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.

(c) Written notice by a domestic or foreign corporation to its member, if in a comprehensible form, is effective (1) upon deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed to the member's address shown in the corporation's current record of members, or (2) when electronically transmitted to the member in a manner authorized by the member.

(d) Written notice to a domestic or foreign corporation authorized to conduct affairs in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(e) Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed; or (3) on the date shown on the return receipt, if sent by registered or certified mail or a commercial delivery service, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(f) Oral notice is effective when communicated if communicated in a comprehensible manner.

(g) If sections 33-1000 to 33-1290, inclusive, as amended by this act, prescribe notice requirements for particular circumstances, those requirements govern. If a certificate of incorporation or bylaw prescribes notice requirements, not inconsistent with this section or other provisions of said sections, those requirements govern.

(h) In computing the period of time of any notice required or permitted to be given by sections 33-1000 to 33-1290, inclusive, as amended by this act, or under the provisions of the certificate of incorporation or bylaws of a corporation or of a resolution of members or directors, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included, in the absence of a contrary provision.

Sec. 34. Section 33-1004 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.

(b) Sections 33-1000 to 33-1290, inclusive, as amended by this act, shall require or permit filing the document in the office of the Secretary of the State.

(c) The document shall contain the information required by sections 33-1000 to 33-1290, inclusive, as amended by this act. It may contain other information as well.

(d) The document shall be typewritten or printed or, if [authorized by the Secretary of the State,] electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.

(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(g) The person executing [a] the document shall [, if the document is typewritten or printed,] sign it and state beneath or opposite [his] such person's signature [his] such person's name and the capacity in which [he] such person signs. [or, if the document is electronically transmitted, affirm and authenticate the execution of the document in such manner as the Secretary of the State may prescribe as effective for those purposes.] The document may but need not contain [: (1) The corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgment, verification or proof] a corporate seal, attestation, acknowledgment or verification.

(h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-1005, the document shall be in or on the prescribed form.

(i) The document shall be delivered to the office of the Secretary of the State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of the State. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-1052 and 33-1218.

(j) When the document is delivered to the office of the Secretary of the State for filing, [the document shall be accompanied by] the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-1000 to 33-1290, inclusive, as amended by this act, or other law, [unless provision has been made for payment in the manner prescribed] must be paid or provision for payment made in a manner permitted by the Secretary of the State.

(k) When any document is required or permitted to be filed or recorded as provided in sections 33-1000 to 33-1290, inclusive, as amended by this act, the Secretary of the State may in [his] the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

Sec. 35. Subsection (a) of section 33-1006 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Except as provided in subsection (b) of this section and subsection (c) of section 33-1007, as amended by this act, a document accepted for filing is effective: (1) At the date and time of filing, [on the date it is filed, as evidenced by the Secretary of the State's date and time endorsement on the original document or, when the document is electronically transmitted, as evidenced by electronic means prescribed by the Secretary of the State] as evidenced by such means as the Secretary of the State may use for the purpose of recording [electronically] the date and time of filing; or (2) at the time specified in the document as its effective time on the date it is filed.

Sec. 36. Section 33-1007 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A domestic or foreign corporation may correct a document filed by the Secretary of the State if (1) the document [(1)] contains an [incorrect statement or (2)] inaccuracy, (2) the document was defectively executed, attested, sealed, verified or acknowledged, or (3) the electronic transmission was defective.

(b) A document is corrected: (1) By preparing a certificate of correction that (A) describes the document, including its filing date, or attaches a copy of it to the certificate, (B) specifies the [incorrect statement and the reason it is incorrect or the manner in which the execution was defective] inaccuracy or defect to be corrected, and (C) corrects the [incorrect statement or defective execution] inaccuracy or defect; and (2) by delivering the certificate of correction to the Secretary of the State for filing.

(c) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a certificate of correction is effective when filed.

Sec. 37. Section 33-1086 of the general statutes is repealed and the following is substituted in lieu thereof:

[(a)] The certificate of incorporation may provide for staggering the terms of directors, other than ex-officio directors, by dividing the total number of directors, other than ex-officio directors, into up to five groups, with each group containing approximately the same percentage of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual meeting of members or, in the case of a corporation without members entitled to vote for directors, at the first annual meeting of the board of directors, after their election, the terms of the second group expire at the second such annual meeting of members or directors after their election, the terms of the third group, if any, expire at the third such annual meeting of members or directors after their election, the terms of the fourth group, if any, expire at the fourth such annual meeting of members or directors after their election, and the terms of the fifth group, if any, expire at the fifth such annual meeting of members or directors after their election. At each such annual meeting thereafter, directors shall be chosen for a term of two years, three years, four years or five years, as the case may be, to succeed those whose terms expire.

[(b) If a corporation has cumulative voting pursuant to section 33-1077, this section shall apply only if there are at least three directors in each group.]

Sec. 38. Section 33-1097 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) [Unless the] Except to the extent that the certificate of incorporation or bylaws [provide otherwise] specifically require that action by the board of directors be taken only at a meeting, action required or permitted by sections 33-1000 to 33-1290, inclusive, as amended by this act, to be taken [at a board of directors' meeting] by the board of directors may be taken without a meeting if [the action is taken by all members of the board. The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken] each director signs a consent describing the action taken or to be taken and delivers it to the corporation.

(b) Action taken under this section is [effective when the last director signs the consent, unless the consent specifies a different effective date] the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.

(c) A consent signed under this section has the effect of action taken at a meeting [vote] of the board of directors and may be described as such in any document.

Sec. 39. Section 33-1101 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless sections 33-1000 to 33-1290, inclusive, as amended by this act, the certificate of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on [them. Each committee shall have two or more directors, who serve at the pleasure of the board of directors] any such committee.

(b) [The] Unless sections 33-1000 to 33-1290, inclusive, as amended by this act, provide otherwise, the creation of a committee and appointment of directors to it shall be approved by the greater of (1) a majority of all the directors in office when the action is taken, or (2) the number of directors required by the certificate of incorporation or bylaws to take action under section 33-1100.

(c) [Sections] The provisions of sections 33-1095 to 33-1100, inclusive, [shall be applicable] as amended by this act, apply both to committees of the board and their directors.

(d) To the extent specified by the board of directors or in the certificate of incorporation or bylaws, each committee may exercise the [authority] powers of the board of directors under section 33-1080.

(e) A committee may not, however: (1) Approve or recommend to members action that sections 33-1000 to 33-1290, inclusive, as amended by this act, require be approved by members; (2) fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees; [(3) amend the certificate of incorporation; (4)] (3) adopt, amend or repeal bylaws; [(5)] (4) approve a plan of merger; [(6)] (5) approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of a corporation, other than (A) in the usual and regular course of affairs of the corporation, or (B) a mortgage, pledge or other encumbrance described in subdivision (2) of subsection (a) of section 33-1165; or [(7)] (6) approve a proposal to dissolve.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 33-1104.

(g) The board of directors may appoint one or more directors as alternate directors of any committee to replace any absent or disqualified director during the director's absence or disqualification. If authorized by the certificate of incorporation, the bylaws or the resolution creating the committee, in the event of the absence or disqualification of a director of a committee, the director or directors present at any meeting and not disqualified from voting, may, by unanimous vote, appoint another director to act in place of the absent or disqualified director.

Sec. 40. Section 33-1109 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation has the [officers] offices described in its bylaws. Officers shall be appointed or elected at such time and in such manner as may be prescribed by the bylaws and, in the absence of applicable bylaws, shall be [appointed] elected by the directors.

(b) [A duly appointed] An officer may appoint one or more officers [or assistant officers] if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall [delegate] assign to one of the officers responsibility for preparing the minutes of the directors' and members' meetings and for maintaining and authenticating the records of the corporation required to be kept under subsections (a) and (e) of section 33-1235.

(d) The same individual may simultaneously hold more than one office in a corporation.

Sec. 41. Section 33-1112 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective [date] time. If a resignation is made effective at a later [date] time and the [corporation] board of directors or the appointing officer accepts the future effective [date, its board of directors] time, the board or the appointing officer may fill the pending vacancy before the effective [date] time if the board [of directors] or the appointing officer provides that the successor does not take office until the effective [date] time.

(b) [A board of directors may remove any officer] An officer may be removed at any time with or without cause by: (1) The board of directors; (2) the officer who appointed such officer, unless the bylaws provide otherwise; or (3) any other officer if authorized by the bylaws or the board of directors.

(c) In this section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.

Sec. 42. Subsection (c) of section 33-1121 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subparagraph (B) of subdivision (2) of subsection (b) of this section to select special legal counsel.

Sec. 43. Subsection (a) of section 33-1124 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) [A provision treating a corporation's indemnification of or (a)] A corporation may, by a provision in its certificate of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 33-1117 or advance funds to pay for or reimburse expenses in accordance with section 33-1119. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of section 33-1119 and subsection (c) of section 33-1121, as amended by this act. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 33-1119 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

Sec. 44. Section 33-1237 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A member's agent or attorney has the same inspection and copying rights as the member [he represents] represented.

(b) The right to copy records under section 33-1236 includes, if reasonable, the right to receive copies [made by photographic,] by xerographic or other means, including copies through an electronic transmission if available and so requested by the member.

(c) The corporation may comply at its expense with a member's demand to inspect the membership list under subdivision (3) of subsection (b) of section 33-1236 by providing the member with a membership list that was compiled no earlier than the date of the member's demand.

[(c)] (d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production, [or] reproduction or transmission of the records.

[(d) The corporation may comply with a member's demand to inspect the record of members under subdivision (3) of subsection (b) of section 33-1236 by providing him with a list of its members that was compiled no earlier than the date of the member's demand.]

Sec. 45. (NEW) (a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.

(b) The superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.

(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's costs, including reasonable counsel fees, incurred in connection with the application.

Sec. 46. (NEW) (a) Whenever notice is required to be given under any provision of sections 33-1000 to 33-1290, inclusive, of the general statutes, as amended by this act, to any member, such notice shall not be required to be given if notice of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such member at such member's address as shown on the records of the corporation and have been returned undeliverable.

(b) If any such member delivers to the corporation written notice setting forth such member's current address, the requirement that notice be given to such member shall be reinstated.

Sec. 47. Sections 33-864, 33-866, 33-952 and 33-1242 of the general statutes are repealed.

Approved July 11, 2001