CHAPTER 601*
BUSINESS CORPORATIONS

      *Annotations to former Chapter 590, Part I:

      What constitutes de facto corporation. 66 C. 17; 72 C. 65; 81 C. 466. Corporation defined. 82 C. 81. Corporations chartered under general law properly called joint-stock corporations; those under special law, chartered corporations. 89 C. 687. Corporation is distinct from its stockholders; covenant against competition. 97 C. 301.

      Annotations to former chapter 599:

      Cited. 184 C. 471, 476. Cited. 213 C. 184, 195-197, 199, 207, 215. Stock corporations act, statute and statutory scheme cited. Id. Interaction with title 30 discussed. Id. Secs. 33-282-33-418 cited. 235 C. 572, 580. Sec. 33-282 et seq. cited. 238 C. 183.

      Conn. stock corporation act, Secs. 33-282-33-418o, cited. 14 CA 184, 189. Connecticut Stock Corporation Act, Sec. 33-282 et seq. cited. 40 CA 771, 775, 776.

      Annotation to present chapter:

      Connecticut Business Corporation Act, Sec. 33-600-33-998 cited. 45 CS 101.

Table of Contents

Sec. 33-600. Short title: Connecticut Business Corporation Act.
Sec. 33-601. Construction of statutes.
Sec. 33-602. Definitions.
Sec. 33-603. Notice.
Sec. 33-604. Number of shareholders.
Secs. 33-605 to 33-607.
Sec. 33-608. Filing requirements.
Sec. 33-609. Forms. Mailing address.
Sec. 33-610. Effective time and date of document.
Sec. 33-611. Correcting filed document.
Sec. 33-612. Filing duty of Secretary of the State.
Sec. 33-613. Appeal from Secretary of the State's refusal to file document.
Sec. 33-614. Evidentiary effect of copy of filed document.
Sec. 33-615. Certificate of existence or authorization.
Sec. 33-616. Penalty for signing false document.
Sec. 33-617. Fees payable to Secretary of the State.
Sec. 33-618. Franchise tax.
Secs. 33-619 to 33-621.
Sec. 33-622. Powers of Secretary of the State.
Sec. 33-623. Regulations regarding electronic filing.
Sec. 33-624. Interrogatories by Secretary of the State.
Secs. 33-625 to 33-634.
Sec. 33-635. Incorporators.
Sec. 33-636. Certificate of incorporation.
Sec. 33-637. Incorporation.
Sec. 33-638. Liability for preincorporation transactions.
Sec. 33-639. Organization of corporation.
Sec. 33-640. Bylaws.
Sec. 33-641. Emergency bylaws.
Secs. 33-642 to 33-644.
Sec. 33-645. Purposes.
Sec. 33-646. Authorization to form corporation to transact insurance business.
Sec. 33-647. General powers.
Sec. 33-648. Emergency powers.
Sec. 33-649. Ultra vires.
Secs. 33-650 to 33-654.
Sec. 33-655. Corporate name.
Sec. 33-656. Reserved name.
Sec. 33-657. Registered name.
Secs. 33-658 and 33-659.
Sec. 33-660. Registered office and registered agent.
Sec. 33-661. Change of registered office or registered agent.
Sec. 33-662. Resignation of registered agent.
Sec. 33-663. Service of process on corporation.
Sec. 33-664.
Sec. 33-665. Authorized shares.
Sec. 33-666. Terms of class or series of shares.
Sec. 33-667. Issued and outstanding shares.
Sec. 33-668. Fractional shares.
Secs. 33-669 and 33-670.
Sec. 33-671. Subscription for shares before incorporation.
Sec. 33-672. Issuance of shares.
Sec. 33-673. Liability of shareholders.
Sec. 33-674. Share dividends.
Sec. 33-675. Share options.
Sec. 33-676. Form and content of certificates.
Sec. 33-677. Shares without certificates.
Sec. 33-678. Restriction on transfer of shares and other securities.
Sec. 33-679. Expense of issue.
Sec. 33-680. Surrender of share certificates.
Secs. 33-681 and 33-682.
Sec. 33-683. Shareholder's preemptive rights.
Sec. 33-684. Corporation's acquisition of its own shares.
Secs. 33-685 and 33-686.
Sec. 33-687. Distributions to shareholders.
Secs. 33-688 to 33-694.
Sec. 33-695. Annual meeting.
Sec. 33-696. Special meeting.
Sec. 33-697. Court-ordered meeting.
Sec. 33-698. Action without meeting.
Sec. 33-699. Notice of meeting.
Sec. 33-700. Waiver of notice.
Sec. 33-701. Record date.
Sec. 33-702. Chairperson to preside.
Sec. 33-703.
Sec. 33-704. Shareholders' list for meeting.
Sec. 33-705. Voting entitlement of shares.
Sec. 33-706. Proxies.
Sec. 33-707. Shares held by nominees.
Sec. 33-708. Corporation's acceptance or rejection of votes.
Sec. 33-709. Quorum and voting requirements for voting groups.
Sec. 33-710. Action by single and multiple voting groups.
Sec. 33-711. Greater quorum or voting requirement.
Sec. 33-712. Voting for directors. Cumulative voting.
Sec. 33-713. Inspectors.
Sec. 33-714.
Sec. 33-715. Voting trust.
Sec. 33-716. Voting agreement.
Sec. 33-717. Shareholder agreement.
Secs. 33-718 and 33-719.
Sec. 33-720. Derivative proceedings. Definitions.
Sec. 33-721. Standing.
Sec. 33-722. Demand.
Sec. 33-723. Stay of proceedings.
Sec. 33-724. Dismissal.
Sec. 33-725. Discontinuance or settlement.
Sec. 33-726. Payment of expenses.
Sec. 33-727. Applicability to foreign corporations.
Secs. 33-728 to 33-734.
Sec. 33-735. Requirements for and duties of board of directors.
Sec. 33-736. Qualifications of directors.
Sec. 33-737. Number and election of directors.
Sec. 33-738. Election of directors by certain classes of shareholders.
Sec. 33-739. Terms of directors generally.
Sec. 33-740. Staggered terms for directors.
Sec. 33-741. Resignation of directors.
Sec. 33-742. Removal of directors by shareholders.
Sec. 33-743. Removal of directors by judicial proceeding.
Sec. 33-744. Vacancy on board of directors.
Sec. 33-745. Compensation of directors.
Secs. 33-746 and 33-747.
Sec. 33-748. Meetings.
Sec. 33-749. Action without meeting.
Sec. 33-750. Notice of meeting.
Sec. 33-751. Waiver of notice.
Sec. 33-752. Quorum and voting.
Sec. 33-753. Committees.
Secs. 33-754 and 33-755.
Sec. 33-756. General standards for directors.
Sec. 33-757. Liability for unlawful distribution.
Secs. 33-758 to 33-762.
Sec. 33-763. Officers.
Sec. 33-764. Duties of officers.
Sec. 33-765. Standards of conduct for officers.
Sec. 33-766. Resignation and removal of officers.
Sec. 33-767. Contract rights of officers.
Secs. 33-768 and 33-769.
Sec. 33-770. Definitions.
Sec. 33-771. Permissible indemnification.
Sec. 33-772. Mandatory indemnification.
Sec. 33-773. Advance for expenses.
Sec. 33-774. Court-ordered indemnification and advance for expenses.
Sec. 33-775. Determination and authorization of indemnification.
Sec. 33-776. Indemnification of and advance for expenses to officers, employees and agents.
Sec. 33-777. Insurance.
Sec. 33-778. Variation by corporate action.
Sec. 33-779. Exclusivity of provisions.
Sec. 33-780.
Sec. 33-781. Definitions.
Sec. 33-782. Judicial action.
Sec. 33-783. Directors' action.
Sec. 33-784. Shareholders' action.
Secs. 33-785 to 33-794.
Sec. 33-795. Authority to amend.
Sec. 33-796. Amendment by board of directors.
Sec. 33-797. Amendment by board of directors and shareholders.
Sec. 33-798. Voting on amendments by voting groups.
Sec. 33-799. Amendment before issuance of shares.
Sec. 33-800. Certificate of amendment.
Sec. 33-801. Restated certificate of incorporation.
Sec. 33-802. Amendment pursuant to reorganization.
Sec. 33-803. Effect of amendment.
Secs. 33-804 and 33-805.
Sec. 33-806. Amendment by shareholders or board of directors.
Sec. 33-807. Bylaw increasing quorum or voting requirement for shareholders.
Sec. 33-808. Bylaw increasing quorum or voting requirement for directors.
Secs. 33-809 to 33-813.
Sec. 33-814. Definitions.
Sec. 33-815. Merger.
Sec. 33-816. Share exchange.
Sec. 33-817. Action on plan of merger or share exchange.
Sec. 33-818. Merger of subsidiary.
Sec. 33-819. Certificate of merger or share exchange.
Sec. 33-820. Effect of merger or share exchange.
Sec. 33-821. Merger or share exchange with foreign corporation.
Sec. 33-821a. Abandoned merger or share exchange.
Secs. 33-822 to 33-829.
Sec. 33-830. Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets.
Sec. 33-831. Sale or other disposition of assets leaving no significant continuing business activity.
Secs. 33-832 to 33-839.
Sec. 33-840. Business combinations. Definitions.
Sec. 33-841. Approval of business combination.
Sec. 33-842. Exceptions.
Sec. 33-843. Business combinations. Definitions.
Sec. 33-844. Business combination with interested shareholder prohibited for five years unless approved by board of directors.
Sec. 33-845. Excepted business combinations.
Secs. 33-846 to 33-854.
Sec. 33-855. Definitions.
Sec. 33-856. Right to appraisal.
Sec. 33-857. Assertion of rights by nominees and beneficial owners.
Secs. 33-858 and 33-859.
Sec. 33-860. Notice of appraisal rights.
Sec. 33-861. Notice of intent to demand payment.
Sec. 33-862. Appraisal notice and form.
Sec. 33-863. Perfection of rights. Right to withdraw.
Sec. 33-864. Share restrictions.
Sec. 33-865. Payment.
Sec. 33-866. Failure to take action.
Sec. 33-867. After-acquired shares.
Sec. 33-868. Procedure if shareholder dissatisfied with payment or offer.
Secs. 33-869 and 33-870.
Sec. 33-871. Court action.
Sec. 33-872. Court costs and counsel fees.
Secs. 33-873 to 33-879.
Sec. 33-880. Dissolution by incorporators or initial directors.
Sec. 33-881. Dissolution by board of directors and shareholders.
Sec. 33-882. Certificate of dissolution.
Sec. 33-883. Revocation of dissolution.
Sec. 33-884. Effect of dissolution.
Sec. 33-885. Requirements prior to final liquidating distribution of assets.
Sec. 33-886. Known claims against dissolved corporation.
Sec. 33-887. Unknown claims against dissolved corporation.
Sec. 33-887a. Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution.
Sec. 33-887b. Duties of directors of dissolved corporation.
Secs. 33-888 and 33-889.
Sec. 33-890. Administrative dissolution.
Sec. 33-891. Effect of administrative dissolution.
Sec. 33-892. Reinstatement following administrative dissolution.
Sec. 33-893. Appeal from refusal of reinstatement.
Secs. 33-894 and 33-895.
Sec. 33-896. Grounds for judicial dissolution.
Sec. 33-897. Procedure for judicial dissolution.
Sec. 33-898. Receivership or custodianship.
Sec. 33-899. Decree of dissolution.
Sec. 33-900. Election to purchase in lieu of dissolution.
Secs. 33-901 and 33-902.
Sec. 33-903. Deposit of assets with State Treasurer or other state official.
Secs. 33-904 to 33-909.
Sec. 33-910. Provisions applicable to specially chartered corporations.
Sec. 33-911. Formation of specially chartered corporation.
Sec. 33-912. Amendment of special charter.
Sec. 33-913. Surrender of charter and reincorporation.
Sec. 33-914. Franchise tax.
Secs. 33-915 to 33-919.
Sec. 33-920. Authority to transact business required.
Sec. 33-921. Consequences of transacting business without authority.
Sec. 33-921a. Limited amnesty for foreign corporation transacting business without authority.
Sec. 33-922. Application for certificate of authority.
Sec. 33-923. Amended certificate of authority.
Sec. 33-924. Effect of certificate of authority.
Sec. 33-925. Corporate name of foreign corporation.
Sec. 33-926. Registered office and registered agent of foreign corporation.
Sec. 33-927. Change of registered office or registered agent of foreign corporation.
Sec. 33-928. Resignation of registered agent of foreign corporation.
Sec. 33-929. Service of process on foreign corporation.
Secs. 33-930 and 33-931.
Sec. 33-932. Withdrawal of foreign corporation.
Secs. 33-933 and 33-934.
Sec. 33-935. Grounds for revocation.
Sec. 33-936. Procedure for and effect of revocation.
Sec. 33-937. Appeal from revocation.
Secs. 33-938 to 33-944.
Sec. 33-945. Corporate records.
Sec. 33-946. Inspection of records by shareholders.
Sec. 33-947. Scope of inspection right.
Sec. 33-948. Court-ordered inspection.
Sec. 33-949. Inspection of records by directors.
Sec. 33-950. Exception to notice requirement.
Sec. 33-951. Financial statements for shareholders.
Sec. 33-952. Other reports to shareholders.
Sec. 33-953. Reports.
Sec. 33-954. Failure to file report. Incorrect report.
Sec. 33-955. Interim notice of change of director or officer.
Secs. 33-956 to 33-994.
Sec. 33-995. Applicability to domestic corporations in existence on January 1, 1997.
Sec. 33-996. Applicability to qualified foreign corporations.
Sec. 33-997. Saving provisions.
Sec. 33-997a. Reservation of power to amend or repeal.
Sec. 33-998. Severability.
Sec. 33-999.

PART I
GENERAL PROVISIONS

      Sec. 33-600. Short title: Connecticut Business Corporation Act. Sections 33-600 to 33-998, inclusive, shall be known and may be cited as the "Connecticut Business Corporation Act".

      (P.A. 94-186, S. 1, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-601. Construction of statutes. (a) Sections 33-600 to 33-998, inclusive, shall be so construed as to provide for a general corporate form for the conduct of lawful business with such variations and modifications from the form so provided as the interested parties may agree upon, subject to the interests of the state and third parties. Whether or not a section of said sections contains the words "unless the certificate of incorporation or bylaws otherwise provide", or words of similar import, no provision of a certificate of incorporation or bylaw shall be held invalid on the ground that it is inconsistent with such section unless such section expressly prohibits variations therefrom or prescribes minimum or maximum numerical requirements, or a substantial interest of the state or third parties is adversely affected thereby.

      (b) If the certificate of incorporation in effect on January 1, 1997, of a corporation with capital stock formed under the laws of this state, whether general law or special act, prior to said date, contains any provision contrary to, inconsistent with or in addition to any provision of sections 33-600 to 33-998, inclusive, but which provision was permitted to be contained in such certificate pursuant to the provisions of applicable law in effect prior to January 1, 1997, the provisions contained in such certificate shall govern such corporation and the provisions of said sections shall not be held or construed to alter or affect any provision of the certificate of incorporation of such corporation inconsistent with the provisions of said sections, except as provided in sections 33-890, 33-913, 33-953 and 33-954.

      (P.A. 94-186, S. 3, 215; P.A. 96-271, S. 1, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace reference to "chapter 599 of the general statutes, revised to January 1, 1995" with "applicable law in effect prior to January 1, 1997", effective January 1, 1997.

      Annotation to former section 33-283:

      Cited. 213 C. 184, 196.

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      Sec. 33-602. Definitions. As used in sections 33-600 to 33-998, inclusive:

      (1) "Address" means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box.

      (2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.

      (3) "Certificate of incorporation" means the original certificate of incorporation or restated certificate of incorporation, and all amendments thereto, and all certificates of merger or consolidation. In the case of a specially chartered corporation, "certificate of incorporation" means the special charter of the corporation, including any portions of the charters of its predecessor companies which have continuing effect, and any amendments to the charter made by special act or pursuant to general law. In the case of a corporation formed before January 1, 1961, or of a specially chartered corporation, "certificate of incorporation" includes those portions of any other corporate instruments or resolutions of current application in which are set out provisions of the sort which either (A) are required by sections 33-600 to 33-998, inclusive, to be embodied in the certificate of incorporation, or (B) are expressly permitted by sections 33-600 to 33-998, inclusive, to be operative only if included in the certificate of incorporation. It also includes what were, prior to January 1, 1961, designated at law as agreements of association, articles of incorporation, charters and other such terms.

      (4) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

      (5) "Corporation" or "domestic corporation" means a corporation with capital stock, which is not a foreign corporation, incorporated under the laws of this state, whether general law or special act and whether before or after January 1, 1997.

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

      (7) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption or other acquisition of shares; a distribution of indebtedness; or otherwise.

      (8) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 33-600 to 33-998, inclusive.

      (9) "Effective date of notice" is defined in section 33-603.

      (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.

      (11) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee.

      (12) "Entity" includes a corporation and foreign corporation; nonprofit corporation; profit and nonprofit unincorporated association; business trust, estate, partnership, limited liability company, trust and two or more persons having a joint or common economic interest; and state, United States or foreign government.

      (13) "Facts objectively ascertainable" outside of a plan or filed document is defined in subsection (l) of section 33-608.

      (14) "Foreign corporation" means a corporation incorporated under a law other than the law of this state.

      (15) "Governmental subdivision" includes authority, county, district and municipality.

      (16) "Includes" denotes a partial definition.

      (17) "Individual" includes the estate of an incompetent or deceased individual.

      (18) "Means" denotes an exhaustive definition.

      (19) "Notice" is defined in section 33-603.

      (20) "Person" includes individual and entity.

      (21) "Principal office" of a domestic corporation means the address of the principal office of such corporation in this state, if any, as the same appears in the last annual report, if any, filed by such corporation with the Secretary of the State. If no principal office so appears, the corporation's "principal office" means the address in this state of the corporation's registered agent for service as last shown on the records of the Secretary of the State. In the case of a domestic corporation which has not filed such an annual report or appointment of registered agent for service, the "principal office" means the address of the principal place of business of such corporation in this state, if any, and if such corporation has no place of business in this state, its "principal office" shall be the office of the Secretary of the State.

      (22) "Proceeding" includes civil suit and criminal, administrative and investigatory action.

      (23) "Record date" means the date established under sections 33-665 to 33-687, inclusive, or sections 33-695 to 33-727, inclusive, on which a corporation determines the identity of its shareholders and their shareholdings for purposes of sections 33-600 to 33-998, inclusive. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

      (24) "Secretary" means the corporate officer to whom under the bylaws or by the board of directors is delegated responsibility under subsection (c) of section 33-763 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

      (25) "Secretary of the State" means the Secretary of the State of Connecticut.

      (26) "Shares" means the units into which the proprietary interests in a corporation are divided.

      (27) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

      (28) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

      (29) "State", when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

      (30) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

      (31) "United States" includes any district, authority, bureau, commission, department and other agency of the United States.

      (32) "Voting group" means all shares of one or more classes or series that under the certificate of incorporation or sections 33-600 to 33-998, inclusive, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the certificate of incorporation or said sections to vote generally on the matter are for that purpose a single voting group.

      (33) "Voting power" means the current power to vote in the election of directors.

      (P.A. 94-186, S. 17, 215; P.A. 95-79, S. 125, 189; P.A. 96-271, S. 2, 254; P.A. 98-137, S. 1, 62; 98-219, S. 33, 34; P.A. 01-199, S. 1-3; P.A. 03-18, S. 2; 03-158, S. 3.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 95-79 redefined "entity" to include a limited liability company, effective January 1, 1997; P.A. 96-271 replaced definition of "articles of incorporation" with definition of "certificate of incorporation", renumbering definition of "authorized shares" as Subdiv. (2), amended definition of "corporation" to replace "corporation for profit" with "corporation with capital stock", amended definition of "entity" to replace references to "not-for-profit" with "nonprofit", amended definition of "foreign corporation" to delete "for profit" following "corporation" in definitional language, amended definition of "secretary" to replace "to whom the board of directors has delegated" with "to whom under the bylaws or by the board of directors is delegated", amended definition of "transmitted by electronic means" to delete provision that the process of communication be prescribed by the Secretary of the State "as suitable for retention, retrieval and reproduction by the Secretary of the State of the product of that process of communication", and amended definition of "voting group" to replace references to "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 98-137 redefined "deliver", added definitions of "electronic transmission or electronically transmitted" and "sign or signature", deleted definition of "transmitted by electronic means" and renumbered the remaining Subdivs. accordingly, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 redefined "deliver" to make definition also applicable to term "delivery", redefined "electronic transmission" or "electronically transmitted" to reposition provision re "not directly involving the physical transfer of paper" and redefined "sign" or "signature" to include an electronic signature; P.A. 03-18 added definition of "voting power", effective July 1, 2003; P.A. 03-158 made a technical change in Subdiv. (3), added new Subdiv. (13) re facts objectively ascertainable outside of a plan or filed document and redesignated existing Subdivs. (13) to (31) as Subdivs. (14) to (32).

      Annotation to former section 33-135:

      Subsec. (j):

      Cited. 9 CS 520; 18 CS 229.

      Annotations to former section 33-284:

      Cited. 213 C. 184, 186.

      Subdiv. (o):

      Cited. 213 C. 184, 186, 195.

      Annotation to present section:

      Subdiv. (25):

      Cited. 45 CS 101.

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      Sec. 33-603. Notice. (a) Notice under sections 33-600 to 33-998, inclusive, shall be in writing unless oral notice is reasonable under the circumstances. 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, 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, 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.

      (P.A. 94-186, S. 18, 215; P.A. 96-271, S. 3, 254; P.A. 97-246, S. 1, 2, 99; P.A. 98-137, S. 2, 62; 98-219, S. 33, 34; P.A. 01-199, S. 4.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (g) to replace "articles" of incorporation with "certificate" of incorporation and "bylaws" with "bylaw", effective January 1, 1997; P.A. 97-246 amended Subsecs. (c) and (e) to replace "postpaid" with "postage prepaid", effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to replace "Notice transmitted or received electronically is in writing and is written notice if it is accomplished in a manner that is suitable for retention, retrieval and reproduction of the notice by the recipient" with "Written notice includes notice by electronic transmission", amended Subsec. (b) to authorize notice "by mail or other method of delivery, or by telephone, voice mail or other electronic means" rather than "by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier", amended Subsec. (c) to replace in Subdiv. (2) "when transmitted by facsimile or other electronic means if transmitted to the shareholder in the manner authorized by the shareholder for purposes of facsimile or electronic transmission, as the case may be" with "when electronically transmitted to the shareholder in a manner authorized by the shareholder", and amended Subsec. (e) to delete in Subdiv. (2) "as evidenced by the postmark", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (a) to replace "Written notice includes notice by electronic transmission" with "Notice by electronic transmission is written notice" and made a technical change in Subsec. (e).

      See Sec. 1-2a re construing of references to "United States mail" or "postmark" to include references to any delivery service designated by the Secretary of the Treasury pursuant to Section 7502 of the Internal Revenue Code of 1986 or any successor to the code, as amended, and to any date recorded or marked as described in said Section 7502 by a designated delivery service and construing of "registered or certified mail" to include any equivalent designated by the Secretary of the Treasury pursuant to said Section 7502.

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      Sec. 33-604. Number of shareholders. (a) For purposes of sections 33-600 to 33-998, inclusive, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) Three or fewer co-owners; (2) a corporation, partnership, trust, estate or other entity; (3) the trustees, guardians, custodians or other fiduciaries of a single trust, estate or account.

      (b) For purposes of sections 33-600 to 33-998, inclusive, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

      (P.A. 94-186, S. 19, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Secs. 33-605 to 33-607. Reserved for future use.

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      Sec. 33-608. Filing requirements. (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, 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. It may contain other information as well.

      (d) The document shall be typewritten or printed or, if 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 the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain 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 correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-600 to 33-998, inclusive, or other law 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, the Secretary of the State may in 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.

      (l) As used in this subsection, "filed document" means a document filed with the Secretary of the State under any provision of sections 33-600 to 33-998, inclusive, except sections 33-920 to 33-937, inclusive, and section 33-953, and "plan" means a plan of merger or share exchange. Whenever a provision of sections 33-600 to 33-998, inclusive, permits any of the terms of a plan or filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:

      (1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document;

      (2) The facts may include, but are not limited to (A) any of the following that is available in a nationally recognized news or information medium either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data, (B) a determination or action by any person or body, including the corporation or any other party to a plan or filed document, or (C) the terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;

      (3) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) the registered office of any entity required in a filed document; (C) the registered agent of any entity required in a filed document; (D) the number of authorized shares and designation of each class or series of shares; (E) the effective date of a filed document; and (F) any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which such approval was given; and

      (4) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and such fact is not ascertainable by reference to a source described in subparagraph (A) of subdivision (2) of this subsection or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the Secretary of the State a certificate of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Certificates of amendment under this subdivision are deemed to be authorized by the authorization of the original plan or filed document to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.

      (P.A. 94-186, S. 4, 215; P.A. 96-271, S. 4, 254; P.A. 98-137, S. 50, 51, 62; 98-219, S. 33, 34; P.A. 01-199, S. 5; P.A. 03-158, S. 4.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (i) to delete the exception for when the document is transmitted by electronic means, effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (g) to replace "transmitted by electronic means" with "electronically transmitted", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (d) to replace "or, if authorized by the Secretary of the State, electronically transmitted" with "or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form", amended Subsec. (g) to make the manner of executing a document the same whether it is typewritten or printed or electronically transmitted by deleting provision that required the person executing a document that is electronically transmitted to "affirm and authenticate the execution of the document in such manner as the Secretary of the State may prescribe as effective for those purposes", replace provision authorizing the document to contain "(1) The corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgment, verification or proof" with "a corporate seal, attestation, acknowledgment or verification" and make technical changes for purposes of gender neutrality, amended Subsec. (i) to authorize delivery by electronic transmission if and to the extent permitted by the Secretary of the State and authorize the Secretary of the State to require one exact or conformed copy of a filed document that is in typewritten or printed form and not electronically transmitted to be delivered with the document, amended Subsec. (j) to rephrase provisions and amended Subsec. (k) to make a technical change for purposes of gender neutrality; P.A. 03-158 added Subsec. (l) re terms and provisions of plan or filed document to be dependent on facts objectively ascertainable outside the plan or filed document.

      Annotations to former section 33-14:

      Purpose and effect of filing certificates in town clerk's office. 96 C. 468. Provisions must be complied with. 106 C. 56. When certificate setting forth given corporate action is required to be filed, failure to file, in absence of superior equities, renders action at least voidable. 149 C. 323.

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      Sec. 33-609. Forms. Mailing address. (a) The Secretary of the State may prescribe and furnish on request forms for: (1) An application for a certificate of existence; (2) a foreign corporation's application for a certificate of authority to transact business in this state; (3) a foreign corporation's application for a certificate of withdrawal; and (4) the annual report. If the Secretary of the State so requires, use of these forms is mandatory.

      (b) The Secretary of the State may prescribe and furnish on request forms for other documents required or permitted to be filed by sections 33-600 to 33-998, inclusive, but their use is not mandatory.

      (c) If a corporation or a foreign corporation so requests in writing, the Secretary of the State shall mail to the address designated in such request, and to no other address of the corporation, all matter required or permitted by this chapter to be mailed to such corporation or foreign corporation by the Secretary of the State.

      (P.A. 94-186, S. 5, 215; P.A. 97-246, S. 3, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 added new Subsec. (c) re mailing of all matter to address designated by corporation, effective June 27, 1997.

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      Sec. 33-610. Effective time and date of document. (a) Except as provided in subsection (b) of this section and subsection (c) of section 33-611, a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by such means as the Secretary of the State may use for the purpose of recording 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.

      (b) A document, other than the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation, may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.

      (P.A. 94-186, S. 7, 215; P.A. 96-271, S. 5, 254; P.A. 98-137, S. 52, 62; 98-219, S. 33, 34; P.A. 01-199, S. 6.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to delete provision excluding "the articles of incorporation of a domestic incorporation or a certificate of authority of a foreign corporation" and amended Subsec. (b) to add provision excluding "the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation", effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace "transmitted by electronic means" with "electronically transmitted", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (a)(1) to provide that a document is effective "At the date and time of filing, as evidenced by such means as the Secretary of the State may use for the purpose of recording the date and time of filing" rather than "At the 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 for the purpose of recording electronically the date and time of filing".

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      Sec. 33-611. Correcting filed document. (a) A domestic or foreign corporation may correct a document filed by the Secretary of the State if (1) the document contains an inaccuracy, (2) the document was defectively made, 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 inaccuracy or defect to be corrected, and (C) corrects the 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.

      (P.A. 94-186, S. 8, 215; P.A. 96-271, S. 6, 7, 254; P.A. 01-199, S. 7; P.A. 03-18, S. 3.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of correction with "certificate" of correction in Subsecs. (b) and (c), effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to make technical changes, replace "an incorrect statement" with "an inaccuracy" and add new Subdiv. (3) authorizing correction if the electronic transmission was defective and amended Subsec. (b) to replace in Subdiv. (1)(B) "the incorrect statement and the reason it is incorrect or the manner in which the execution was defective" with "the inaccuracy or defect to be corrected" and replace in Subdiv. (1)(C) "the incorrect statement or defective execution" with "the inaccuracy or defect"; P.A. 03-18 amended Subsec. (a)(2) to add reference to document defectively made, effective July 1, 2003.

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      Sec. 33-612. Filing duty of Secretary of the State. (a) If a document delivered to the office of the Secretary of the State for filing satisfies the requirements of section 33-608, the Secretary of the State shall file it.

      (b) The Secretary of the State files a document by stamping or otherwise endorsing "Filed", together with his name and official title and the date and time of receipt on the original and on the receipt for the filing fee. After filing a document, except as provided in sections 33-662 and 33-928, the Secretary of the State shall deliver evidence of filing of such document and of payment of any required fee to the domestic or foreign corporation or its representative.

      (c) If the Secretary of the State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief written explanation of the reason for his refusal.

      (d) The Secretary of the State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) relate to the correctness or incorrectness of information contained in the document; or (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

      (P.A. 94-186, S. 9, 215; P.A. 96-271, S. 8, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace reference to Sec. 33-929 with Sec. 33-928, effective January 1, 1997.

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      Sec. 33-613. Appeal from Secretary of the State's refusal to file document. (a) If the Secretary of the State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the superior court for the judicial district of Hartford. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of the State's explanation of his refusal to file.

      (b) The court may summarily order the Secretary of the State to file the document or take other action the court considers appropriate.

      (c) The court's final decision may be appealed as in other civil proceedings.

      (P.A. 88-230, S. 1, 2; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 94-186, S. 10, 215; P.A. 95-220, S. 4-6.)

      History: P.A. 94-186 effective January 1, 1997. (Revisor's note: P.A. 88-230, P.A. 90-98 and P.A. 93-142 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in public and special acts of the 1994 regular and special sessions, effective September 1, 1996); P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995.

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      Sec. 33-614. Evidentiary effect of copy of filed document. A copy of a document filed by the Secretary of the State, which copy is certified by the Secretary of the State, bearing his signature, which may be a facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the Secretary of the State.

      (P.A. 94-186, S. 11, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-615. Certificate of existence or authorization. (a) Any person may apply to the Secretary of the State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.

      (b) The issuance of a certificate of existence or authorization shall be conclusive evidence that such corporation's most recent annual report required by section 33-953 has been delivered to the Secretary of the State and that a certificate of dissolution or a certificate of withdrawal has not been filed with respect to such corporation.

      (P.A. 94-186, S. 12, 215; P.A 96-271, S. 9, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to delete provision requiring a certificate of existence or authorization to "set forth the information provided in subdivisions (3) and (4) of subsection (b) of section 33-617", replace "articles of dissolution" with "a certificate of dissolution" and add reference to "a certificate of withdrawal", effective January 1, 1997.

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      Sec. 33-616. Penalty for signing false document. A person who signs or otherwise executes a document he knows is false in any material respect with intent that the document be delivered to the Secretary of the State for filing shall be subject to the penalty for false statement under section 53a-157b.

      (P.A. 94-186, S. 13, 215; P.A. 96-180, S. 108, 166.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-180 made technical change by correcting statutory reference, effective June 3, 1996.

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      Sec. 33-617. Fees payable to Secretary of the State. (a) The Secretary of the State shall charge and collect the following fees for filing documents and issuing certificates and remit them to the Treasurer for the use of the state: (1) Filing application to reserve, register, renew or cancel registration of corporate name, thirty dollars; (2) filing transfer of reserved corporate name, thirty dollars; (3) filing certificate of incorporation, including appointment of registered agent, fifty dollars; (4) filing change of address of registered agent or change of registered agent, twenty-five dollars; (5) filing notice of resignation of registered agent, twenty-five dollars; (6) filing amendment to certificate of incorporation, fifty dollars; (7) filing restated certificate of incorporation, fifty dollars; (8) filing certificate of merger or share exchange, thirty dollars; (9) filing certificate of correction, fifty dollars; (10) filing certificate of surrender of special charter and adoption of general certificate of incorporation, fifty dollars; (11) filing certificate of dissolution, twenty-five dollars; (12) filing certificate of revocation of dissolution, twenty-five dollars; (13) filing annual report, seventy-five dollars except as otherwise provided in sections 33-953 and 33-954; (14) filing application of foreign corporation for certificate of authority to transact business in this state and issuing certificate of authority, fifty dollars; (15) filing application of foreign corporation for amended certificate of authority to transact business in this state and issuing amended certificate of authority, fifty dollars; (16) filing application for withdrawal of foreign corporation and issuing certificate of withdrawal, fifty dollars; (17) filing application for reinstatement, seventy-five dollars; (18) filing a corrected annual report, fifty dollars; and (19) filing an interim notice of change of director or officer, ten dollars.

      (b) The Secretary of the State shall charge and collect the following miscellaneous charges and remit them to the Treasurer for the use of the state: (1) At the time of any service of process on the Secretary of the State as registered agent of a corporation, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action, the plaintiff in the process so served shall pay twenty-five dollars; (2) for preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a corporation: For each copy of each such document thereof regardless of the number of pages, twenty dollars; for affixing his certification and official seal thereto, five dollars; (3) for preparing and furnishing his certificate of existence or authorization, which certificate may reflect any and all changes of corporate names and the date or dates of filing thereof, forty dollars; (4) for preparing and furnishing his certificate of existence or authorization reflecting certificates effecting fundamental changes to a certificate of incorporation and the date or dates of filing thereof, sixty dollars; and (5) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will in his judgment cover the cost of the services provided.

      (c) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under the provisions of this section.

      (d) Each foreign corporation shall pay to the Secretary of the State a license fee of two hundred twenty-five dollars at the time of filing its application for a certificate of authority to transact business in this state, and annually thereafter on or before the last day of the calendar month in which falls the anniversary of the day of issuance of its certificate of authority, until such time as it has filed a certificate of withdrawal from the state or its certificate of authority to transact business in this state has been revoked.

      (e) The Secretary of the State shall proceed as provided in section 33-935 whenever a foreign corporation is in default in payment of its license fees as therein provided.

      (P.A. 94-186, S. 6, 215; P.A. 96-271, S. 10, 11, 254; P.A. 98-137, S. 12, 62; 98-219, S. 33, 34.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles of incorporation" with "certificate of incorporation" and "statutory agent" with "registered agent" where appearing, include application to "cancel" registration of corporate name in Subdiv. (1), replace "articles of merger or share exchange" with "certificate of merger or share exchange" in Subdiv. (8), replace "articles of correction" with "certificate of correction" in Subdiv. (9), replace "articles of dissolution" with "certificate of dissolution" in Subdiv. (11), replace "articles of revocation of dissolution" with "certificate of revocation of dissolution" in Subdiv. (12) and delete Subdiv. (13) re fee for filing certificate of administrative dissolution, renumbering the remaining Subdivs. accordingly, and amended Subsec. (b) to replace "statutory agent" with "registered agent" in Subdiv. (1) and delete incorrect statutory references in Subdivs. (3) and (4), effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to add Subdiv. (19) re ten-dollar fee for filing an interim notice of change of director or officer, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

      Annotations to former section 33-143:

      Cited. 124 C. 599.

      Cited. 15 CS 205.

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      Sec. 33-618. Franchise tax. (a) A corporation shall pay, and the Secretary of the State shall charge and collect from such corporation, a franchise tax, based upon the number of shares which it will have authority to issue or the increase in the number of shares which it will have authority to issue, whenever it: (1) Files a certificate of incorporation; (2) files a certificate of amendment increasing the number of authorized shares; (3) files a certificate of merger increasing the number of authorized shares which a surviving or new domestic corporation will have authority to issue above the aggregate number of shares which the merging domestic corporations had authority to issue; or (4) files a certificate of correction increasing the number of authorized shares which the corporation will have authority to issue. The franchise tax payable on an increase in the number of authorized shares shall be imposed only on the increased number of such shares. A specially chartered corporation which shall reincorporate under sections 33-600 to 33-998, inclusive, as provided in section 33-913 shall be taxed only to the extent, if any, by which the number of its authorized shares shall thereby be increased.

      (b) The franchise tax shall be at the rate of one cent per share up to and including the first ten thousand authorized shares, one-half cent per share for each authorized share in excess of ten thousand shares up to and including one hundred thousand shares, one-quarter cent per share for each authorized share in excess of one hundred thousand shares up to and including one million shares and one-fifth cent per share for each authorized share in excess of one million shares.

      (c) In no case shall any franchise tax payment upon the filing of a certificate of incorporation be less than one hundred fifty dollars.

      (d) The taxes imposed by this section shall not apply to the authorization, issuance, transfer or exchange of stock or securities to make effective any plan of corporate reorganization or adjustment confirmed or approved as provided in subdivision (1), (2) or (3) of this subsection, provided the authorization, issuance, transfer or exchange of such stock or securities occurs within five years from the date of such confirmation or approval: (1) Confirmed under the Bankruptcy Act, 30 Stat. 544, USC Title 11, as amended, or the Bankruptcy Code, 92 Stat. 2549-2688, USC Title 11, as amended; (2) approved in an equity receivership proceeding in a court involving a railroad as defined in Section 101(33) of the Bankruptcy Code, as amended, 92 Stat. 2553, 11 USC 101(33); (3) approved in an equity receivership proceeding in a court involving a corporation, as defined in Section 101(8) of the Bankruptcy Code, as amended, 92 Stat. 2550, 11 USC 101(8).

      (P.A. 94-186, S. 16, 215; P.A. 96-271, S. 12, 13, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" with "a certificate" where appearing and amended Subsec. (d) to delete Subdiv. (4) re approval in an equity receivership proceeding in a court involving a corporation undergoing insolvency proceedings under chapter 784, effective January 1, 1997.

      Annotation to former section 33-127:

      Tax imposed even when corporation is reorganized under order of court. Atty. Gen. Rep., 1915-1916, p. 48. Cited. 302 U.S. 29.

      Annotations to former section 33-113:

      Reorganization by transfer of all shares and property to new corporation considered. 69 C. 330; 76 C. 465. Consolidation into one of corporations of two states. 82 C. 73. Creditors' right to follow assets on merger. 89 C. 583; 94 C. 24. Construction of provision concerning franchise tax. Atty. Gen. Rep., 1923-1924, p. 98.

      Annotation to former section 33-305:

      Subsec. (a):

      Subdiv. (3): See annotations to former section 33-113, above.

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      Secs. 33-619 to 33-621. Reserved for future use.

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      Sec. 33-622. Powers of Secretary of the State. The Secretary of the State has the power reasonably necessary to perform the duties required of him by sections 33-600 to 33-998, inclusive.

      (P.A. 94-186, S. 14, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-623. Regulations regarding electronic filing. The Secretary of the State may adopt regulations in accordance with the provisions of chapter 54 governing the filing with and delivery of documents to the office of the Secretary of the State under sections 33-600 to 33-998, inclusive, by electronic means, including facsimile and computer transmission.

      (P.A. 94-186, S. 15, 215; P.A. 96-271, S. 14, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 specified that the regulations govern documents filed "with" and delivered "to the Office of the Secretary of the State", effective January 1, 1997.

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      Sec. 33-624. Interrogatories by Secretary of the State. (a) The Secretary of the State may propound to any corporation subject to the provisions of sections 33-600 to 33-998, inclusive, domestic or foreign, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him to ascertain whether such corporation has complied with the provisions of said sections applicable to such corporation. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of the State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories are directed to an individual they shall be answered by him, and, if directed to a corporation, they shall be answered by the president, vice president, secretary or assistant secretary thereof.

      (b) Each corporation, domestic or foreign, and each officer and director of a corporation, domestic or foreign, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to it or him by the Secretary of the State as provided in subsection (a) of this section shall be fined not more than five hundred dollars.

      (c) Interrogatories propounded by the Secretary of the State and the answers thereto shall not be opened to public inspection nor shall the Secretary of the State disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or if such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.

      (P.A. 94-186, S. 2, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-302:

      Cited (Diss. Op.). 187 C. 544, 569.

      Subsec. (b):

      Cited (Diss. Op.). 187 C. 544, 570.

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      Secs. 33-625 to 33-634. Reserved for future use.

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PART II
INCORPORATION

      Sec. 33-635. Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering a certificate of incorporation to the Secretary of the State for filing.

      (P.A. 94-186, S. 20, 215; P.A. 96-271, S. 15, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "a certificate" of incorporation, effective January 1, 1997.

      Annotations to former section 33-35:

      Corporation is in existence for some purposes before it can commence business. 66 C. 23; 107 C. 219. Right of corporation to recover secret profit retained by promoter. 64 C. 128. Recovery for fraudulent representations to promoters and directors before organization. 71 C. 1. Services rendered in organizing corporation are good consideration for note made by it. 73 C. 626. A contract made before certificate of organization is filed may be enforceable against corporation. 88 C. 233; 99 C. 675. Purpose and effect of filing certificates in town clerk's office. 96 C. 468. Stock subscription made after filing of certificate of incorporation is irrevocable if organization is completed and stock certificates furnished. 107 C. 222. Corporate existence for some purposes begins when certificate of incorporation is approved. 99 C. 675. Business contemplated by charter may not be transacted before final organization; ratification, after final organization, of contracts made prior thereto. 107 C. 219. Corporation becomes a de facto corporation when its certificate of incorporation is approved. 114 C. 687.

      Annotations to former section 33-289:

      Subsec. (a):

      Subdiv. (1) cited. 185 C. 320, 324. Subdiv. (2) cited. Id.

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      Sec. 33-636. Certificate of incorporation. (a) The certificate of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 33-655; (2) the number of shares the corporation is authorized to issue; (3) the street address of the corporation's initial registered office and the name of its initial registered agent at that office; and (4) the name and address of each incorporator.

      (b) The certificate of incorporation may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (A) The purpose or purposes for which the corporation is organized; (B) managing the business and regulating the affairs of the corporation; (C) defining, limiting and regulating the powers of the corporation, its board of directors and shareholders; (D) a par value for authorized shares or classes of shares; (E) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; (3) any provision that under sections 33-600 to 33-998, inclusive, is required or permitted to be set forth in the bylaws; (4) a provision limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the corporation during the year of the violation if such breach did not (A) involve a knowing and culpable violation of law by the director, (B) enable the director or an associate, as defined in section 33-840, to receive an improper personal economic gain, (C) show a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, or (E) create liability under section 33-757, provided no such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision; and (5) a provision permitting or making obligatory indemnification of a director for liability, as defined in subdivision (5) of section 33-770, to any person for any action taken, or any failure to take any action, as a director, except liability that (A) involved a knowing and culpable violation of law by the director, (B) enabled the director or an associate, as defined in section 33-840, to receive an improper personal gain, (C) showed a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (D) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation or (E) created liability under section 33-757, provided no such provision shall affect the indemnification of or advance of expenses to a director for any liability stemming from acts or omissions occurring prior to the effective date of such provision.

      (c) The certificate of incorporation need not set forth any of the corporate powers enumerated in sections 33-600 to 33-998, inclusive.

      (d) Provisions of the certificate of incorporation may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with subsection (l) of section 33-608.

      (P.A. 94-186, S. 21, 215; P.A. 96-271, S. 16, 254; P.A. 97-246, S. 4, 99; P.A. 03-158, S. 5.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to make a technical change in Subdiv. (4) and to add new Subdiv. (5) authorizing a provision re indemnification of a director, effective June 27, 1997; P.A. 03-158 added Subsec. (d) re provisions dependent upon facts objectively ascertainable outside the certificate of incorporation.

      Annotations to former section 33-33:

      Stock may be issued under agreement by corporation to call it in, upon request, in satisfaction of indebtedness to company. 82 C. 417. Estoppel from statement that shares are fully paid for. Id., 560. Estoppel of one who takes preferred shares of corporation not authorized to issue this class of stock. 134 U.S. 291. Restrictions on sale of stock held contrary to statute. Atty.-Gen. Rep. 1909-1910, p. 29. Cited. 111 C. 208.

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      Sec. 33-637. Incorporation. (a) The corporate existence begins when the certificate of incorporation is filed.

      (b) The Secretary of the State's filing of the certificate of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

      (P.A. 94-186, S. 22, 215; P.A. 96-271, S. 17, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing and amended Subsec. (a) to delete exception when a delayed effective date is specified, effective January 1, 1997.

      Annotations to former section 33-35:

      Corporation is in existence for some purposes before it can commence business. 66 C. 23; 107 C. 219. Right of corporation to recover secret profit retained by promoter. 64 C. 128. Recovery for fraudulent representations to promoters and directors before organization. 71 C. 1. Services rendered in organizing corporation are good consideration for note made by it. 73 C. 626. A contract made before certificate of organization is filed may be enforceable against corporation. 88 C. 233; 99 C. 675. Purpose and effect of filing certificates in town clerk's office. 96 C. 468. Stock subscription made after filing of certificate of incorporation is irrevocable if organization is completed and stock certificates furnished. 107 C. 222. Corporate existence for some purposes begins when certificate of incorporation is approved. 99 C. 675. Business contemplated by charter may not be transacted before final organization; ratification, after final organization, of contracts made prior thereto. 107 C. 219. Corporation becomes a de facto corporation when its certificate of incorporation is approved. 114 C. 687.

      Annotations to former section 33-289:

      Subsec. (a):

      Subdiv. (1) cited. 185 C. 320, 324. Subdiv. (2) cited. Id.

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      Sec. 33-638. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under sections 33-600 to 33-998, inclusive, are jointly and severally liable for all liabilities created while so acting.

      (P.A. 94-186, S. 23, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-41 which required certificate of organization prior to transacting business:

      After certificate of organization is filed, the burden is on the stockholder desiring to show that organization is defective. 56 C. 87. The directors who sign the certificate are estopped from denying its recitals. 66 C. 9; 82 C. 560. Contract of corporation held voidable before organization. 107 C. 219. Subscriber to stock may be compelled to pay pro rata share of debts properly incurred by incorporators when receiver is appointed before organization. Id., 223. Failure to file certificate of organization within two years deprives corporation of right to become corporation de jure; but as corporation de facto it may bind itself by contracts. 114 C. 688. Cited. 144 C. 569.

      Stockholders not liable for corporate debts where there was failure to file certificate of organization. 19 CS 211.

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      Sec. 33-639. Organization of corporation. (a) After incorporation: (1) If initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting; (2) if initial directors are not named in the certificate, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) to elect a board of directors who shall complete the organization of the corporation.

      (b) Action required or permitted by sections 33-600 to 33-998, inclusive, to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

      (c) An organizational meeting may be held in or out of this state.

      (d) An organizational meeting held before incorporation is valid as if it were held after incorporation if the persons holding the meeting could properly have held such meeting after incorporation.

      (P.A. 94-186, S. 24, 215; P.A. 96-271, S. 18, 254; P.A. 97-246, S. 5, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 97-246 added new Subsec. (d) re validity of organizational meeting held before incorporation, effective June 27, 1997.

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      Sec. 33-640. Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

      (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the certificate of incorporation.

      (P.A. 94-186, S. 25, 215; P.A. 96-271, S. 19, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

      Annotation to former section 33-306:

      Cited. 154 C. 12, 20.

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      Sec. 33-641. Emergency bylaws. (a) Unless the certificate of incorporation provides otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors.

      (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

      (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee or agent.

      (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

      (P.A. 94-186, S. 26, 215; P.A. 96-271, S. 20, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

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      Secs. 33-642 to 33-644. Reserved for future use.

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PART III
PURPOSES AND POWERS

      Sec. 33-645. Purposes. (a) Every corporation incorporated under sections 33-600 to 33-998, inclusive, has the purpose of engaging in any lawful business except that of a bank and trust company, savings bank or savings and loan association, unless a more limited purpose is set forth in the certificate of incorporation.

      (b) No corporation formed under sections 33-600 to 33-998, inclusive, shall have power to transact in this state the business of a telegraph company, gas, electric, electric distribution or water company, or cemetery corporation, or of any company, except a telephone company, requiring the right to take and condemn lands or to occupy the public highways of this state.

      (c) No corporation may be formed under sections 33-600 to 33-998, inclusive, for the purpose of transacting the business of an insurance company or a surety or indemnity company, unless at the time of the filing of its certificate of incorporation, there is also filed a certificate issued by the Insurance Commissioner pursuant to section 33-646 authorizing the formation of the corporation. No corporation formed under sections 33-600 to 33-998, inclusive, shall have power to transact in this state the business of an insurance company or a surety or indemnity company until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41.

      (d) Nothing in sections 33-600 to 33-998, inclusive, shall be construed to authorize a corporation formed under said sections to transact any business except in compliance with any laws of this state regulating or otherwise applying to the same. The provisions of said sections shall govern all corporations, but notwithstanding the provisions of said sections, where by law special provisions are made in the case of a designated class or classes of corporations governing the corporate procedure thereof in any respect, limiting or extending the powers thereof, conditioning action upon the approval of any agency of the state, or otherwise prescribing the conduct of such corporations, such procedure, powers, action and conduct shall be governed by such special provisions whether or not such corporations are formed under said sections.

      (e) Nothing in this section shall prohibit the formation of a corporation under sections 33-600 to 33-998, inclusive, for the transaction of any business or for the promotion of any purpose in any other state if not prohibited by the laws thereof.

      (P.A. 94-186, S. 27, 215; P.A. 96-106, S. 4, 5; 96-271, S. 21, 22, 254; P.A. 98-28, S. 107, 117.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-106 amended Subsec. (c) to delete the exception for affiliates of previously-chartered insurance companies, effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing and amended Subsec. (a) to replace "state bank and trust company" with "bank and trust company" and replace "building and loan association" with "savings and loan association", effective January 1, 1997; P.A. 98-28 amended Subsec. (b) by adding electric distribution companies, effective July 1, 1998.

      Annotations to former section 33-32:

      Prohibition as to trust company includes one organized to act as administrator on estates. 74 C. 628; 92 C. 655. Selling of intoxicating liquors as a lawful business. 80 C. 145. De facto corporations. 66 C. 17; 72 C. 65; 81 C. 466. Liability of stockholders in illegally organized corporation. 47 C. 448; 89 C. 633. Right of state to forbid or condition holding of stock by alien. 70 C. 590; 185 U. S. 364.

      A bequest to create a corporation is proper; the testator intends that the property remain in the hands of the trustees but a reasonable time. 6 CS 399.

      Annotation to present section:

      Under former Sec. 16-286(b), domestic corporation not transacting business as electric light company where sale of electricity does not require use of public highways or condemnation of land. 243 C. 635.

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      Sec. 33-646. Authorization to form corporation to transact insurance business. (a) A certificate authorizing the formation of a corporation to transact the business of an insurance company shall be issued by the Insurance Commissioner if the following is submitted to him by the incorporators and is deemed to be satisfactory: (1) The proposed certificate of incorporation, which shall state that the corporation has, as a purpose, the doing of an insurance business; (2) the proposed bylaws of the corporation; and (3) such information as the commissioner shall require to evaluate the objectives, management and control of the proposed corporation.

      (b) All expenses incurred by the commissioner in connection with proceedings under this section shall be paid by the person filing the application.

      (P.A. 94-186, S. 28, 215; P.A. 96-271, S. 23, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

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      Sec. 33-647. General powers. Unless its certificate of incorporation provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power:

      (1) To sue and be sued, complain and defend in its corporate name;

      (2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

      (3) To make and amend bylaws, not inconsistent with its certificate of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

      (4) To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

      (5) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;

      (6) To purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;

      (7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;

      (8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

      (9) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;

      (10) To conduct its business, locate offices and exercise the powers granted by sections 33-600 to 33-998, inclusive, within or without this state;

      (11) To elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation and lend them money and credit;

      (12) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;

      (13) To make donations for the public welfare or for charitable, scientific or educational purposes;

      (14) To transact any lawful business that will aid government policy; and

      (15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

      (P.A. 94-186, S. 29, 215; P.A. 96-271, S. 24, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.

      Annotations to former sections 33-16, 33-17, 33-18 and 33-63:

      Implied powers. 65 C. 346; 83 C. 613. Powers of de facto corporation. 72 C. 58; 81 C. 466. Ultra vires acts and their effect. 65 C. 346; 69 C. 527; 87 C. 189. Conveyance of lands. 7 C. 214; 8 C. 192; 30 C. 94. Right of railroad company to acquire lands. 81 C. 470. Limitation on amount of property to be held and its increase to enable gift to be accepted. 74 C. 586. Previous maladministration does not destroy right to accept property. 82 C. 188. Power to lease plant. 69 C. 521; 73 C. 517. Grant to one corporation of right to accept lease from another implies power in that other to make lease. 73 C. 179. Right of manufacturing company to hold stock of another. 65 C. 336. Right to make note; accommodation note. 85 C. 147. Right to pay for services in organizing. 73 C. 626. Cannot pay transfer agent for transferring majority stock to voting trust. 82 C. 178. Right to incur expense to secure advantageous legislation. 84 C. 278. Though it has legal title to property, it may agree to pay one lawfully entitled to such payment. 82 C. 224. Right to sue for false representations made before organization completed. 71 C. 1; 88 C. 233. Liability to suit on implied contract. 82 C. 280; 85 C. 504; 87 C. 1. Under common law, corporation may act as administrator or executor. 92 C. 653. Right to issue stock in payment for services rendered to it. 92 C. 273. Effect of ultra vires contract for loan of money. 93 C. 136. To prevent fraud, instrument in name of officer may be treated as that of corporation. Id., 633. See note to Sec. 33-295. Corporation may issue bonds on such terms as it can secure; ratification of pledge by corporation in renewing note secured by pledge. 97 C. 588. Purchaser from pledgee may enforce for face value. Id., 589. Cited. 124 C. 155. Statute does not purport to authorize corporation to enter upon business other than that stated in its charter. Id., 443.

      Subsec. (e)(1). Corporation organized for insurance and brokerage business has no power to subscribe for stock of savings bank and building association. 24 C. 159. Transfer of all property to another corporation in return for stock is ultra vires. 65 C. 336; 68 C. 31; 82 C. 417. Purpose of act was to change common law rule that sale of all property of solvent corporation was ultra vires. 116 C. 628.

      Subsec. (e)(5). Affirms common law rule. 113 C. 644.

      Former section 33-16 cited. 153 C. 527.

      Courts will not, as a rule, interfere with the internal management of a private corporation. 21 CS 55.

      Annotations to former section 33-291:

      Section empowers corporations to hold and transfer property, but does not affect scope of officers' authority. 164 C. 389.

      Subsec. (c):

      Cited. 238 C. 183.

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      Sec. 33-648. Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

      (b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

      (c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (1) Binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee or agent.

      (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

      (P.A. 94-186, S. 30, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-649. Ultra vires. (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

      (b) A corporation's power to act may be challenged: (1) In a proceeding by a shareholder against the corporation to enjoin the act; or (2) in a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation.

      (c) In a shareholder's proceeding under subdivision (1) of subsection (b) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

      (P.A. 94-186, S. 31, 215; P.A. 96-271, S. 25, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to delete Subdiv. (3) re a challenge in a proceeding by the Attorney General under Sec. 33-896, effective January 1, 1997.

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      Secs. 33-650 to 33-654. Reserved for future use.

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PART IV
NAME

      Sec. 33-655. Corporate name. (a) The name of each corporation formed after January 1, 1961: (1) Shall contain the word "corporation", "incorporated", "company", "Societa per Azioni" or "limited", or the abbreviation "corp.", "inc.", "co.", "S.p.A." or "ltd.", or words or abbreviations of like import in another language; and (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 33-645 and its certificate of incorporation.

      (b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the Secretary of the State from: (1) The corporate name of a corporation incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under section 33-656 or 33-657; (3) the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; (4) the corporate name of a nonprofit corporation incorporated or authorized to transact business in this state; (5) the corporate name of any domestic or foreign nonstock corporation incorporated or authorized to transact business in this state; (6) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; (7) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; (8) the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state; and (9) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

      (c) A corporation may apply to the Secretary of the State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use of the name applied for if: (1) The other corporation, limited partnership, limited liability company or limited liability partnership, as the case may be, consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of the State to change its name to a name that is distinguishable upon the records of the Secretary of the State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of the State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

      (d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the corporation seeking to use the name: (1) Has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

      (e) Sections 33-600 to 33-998, inclusive, do not control the use of fictitious names.

      (P.A. 94-186, S. 32, 215; P.A. 96-271, S. 26, 254; P.A. 04-240, S. 1.)

      History: P.A. 94-186 repealed section, effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, amended Subsec. (b) to replace in Subdiv. (4) "not-for-profit" with "nonprofit" and add Subdiv. (8) re the name of any domestic or foreign limited liability partnership, amended Subsec. (c) to add in Subdiv. (1) "limited partnership, limited liability company or limited liability partnership, as the case may be," and amended Subsec. (d) to replace "proposed user corporation" with "corporation seeking to use the name", effective January 1, 1997; P.A. 04-240 amended Subsec. (b) by adding Subdiv. (9) re name of other entity carried on records of the Secretary of the State.

      Annotations to former section 33-13:

      Wrongful appropriation of name of another corporation enjoined. 37 C. 278. Aliter with use of similar name. 72 C. 657. Use of different names. 74 C. 224. Cannot use name likely to mislead public. 83 C. 679. Cited. 109 C. 48, 52. Omission of "The" and abbreviation of "Company" are not fatal defects in an acknowledgment to a contract. 120 C. 52.

      Annotation to former section 33-287:

      Subsec. (a):

      Cited. 208 C. 248, 252.

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      Sec. 33-656. Reserved name. (a) A person may reserve the exclusive use of a corporate name, including a corporate name of a foreign corporation, with such additional distinctive and distinguishing elements that the corporation agrees to use in this state exclusive of any other name as in the judgment of the Secretary of the State will be sufficient to distinguish its name, by delivering an application to the Secretary of the State for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of the State finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a period of one hundred twenty days.

      (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of the State a signed notice of the transfer that states the name and address of the transferee.

      (c) Any person for whom a specified corporate name has been reserved pursuant to this section may, during the period for which such name is reserved, terminate such reservation by filing in the office of the Secretary of the State an application for cancellation of reservation of corporate name, together with the applicable fee.

      (P.A. 94-186, S. 33, 215; P.A. 96-271, S. 27, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 made a technical change in Subsec. (a) and added Subsec. (c) to authorize a person for whom a specified corporate name has been reserved to terminate such reservation, effective January 1, 1997.

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      Sec. 33-657. Registered name. (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 33-925, if the name is distinguishable upon the records of the Secretary of the State from the names that are not available under subsection (b) of section 33-655.

      (b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 33-925, by delivering to the Secretary of the State for filing an application: (1) Setting forth its corporate name, or its corporate name with any addition required by section 33-925, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.

      (c) The name is registered for the applicant's exclusive use upon the effective date of the application until the close of the calendar year in which the application for registration is filed.

      (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of the State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.

      (P.A. 94-186, S. 34, 215; P.A. 96-271, S. 28, 254; P.A. 97-246, S. 6, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "corporate names that are not available under subdivision (3) of subsection (b) of section 33-655" with "names that are not available under subsection (b) of section 33-655", effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to provide that the name is registered until the close of the calendar year in which the application for registration is filed, effective June 27, 1997.

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      Secs. 33-658 and 33-659. Reserved for future use.

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PART V
OFFICE AND AGENT

      Sec. 33-660. Registered office and registered agent. (a) Each corporation that is required to file an annual report as provided in section 33-953 shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) a registered agent at such registered office, who may be: (A) A natural person who is a resident of this state; (B) a domestic corporation; (C) a foreign corporation which has procured a certificate of authority to transact business or conduct its affairs in this state; (D) a domestic limited liability company; (E) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (F) a domestic registered limited liability partnership; (G) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (H) a domestic statutory trust; or (I) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state. The appointment of such registered agent shall be in writing and shall be signed by the registered agent therein appointed. If a natural person is appointed as the registered agent, such appointment shall include the residence address of such person.

      (b) In addition to persons or entities who may act as a registered agent pursuant to subsection (a) of this section, a foreign corporation may appoint the Secretary of the State and his successors in office to act as its registered agent.

      (P.A. 94-186, S. 35, 215; P.A. 97-246, S. 7, 99; P.A. 98-137, S. 28, 62; 98-219, S. 33, 34; P.A. 04-240, S. 2.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to make provisions applicable to each corporation that is required to file an annual report as provided in Sec. 33-953, require the corporation to maintain a registered agent "at such registered office" and provide that an appointment of a natural person as registered agent shall include the person's written consent to the appointment and the residence address of such person and amended Subsec. (b) to make a technical change, effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to add Subparas. (D) and (E) in Subdiv. (2) authorizing a domestic limited liability company and a limited liability company not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state, respectively, to be a registered agent, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 04-240 amended Subsec. (a) by adding in Subdiv. (2) Subparas. (F) to (I) re registered limited liability partnerships and statutory trusts as registered agents, adding provision re appointment of registered agent in writing signed by the agent, deleting provision re written consent of natural person appointed as registered agent and making technical changes.

      Annotation to former section 33-296:

      Subsec. (a):

      Cited. 42 CS 87, 191.

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      Sec. 33-661. Change of registered office or registered agent. (a) A corporation may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of change that sets forth: (1) The name of the corporation; (2) if the current registered office is to be changed, the street address of its current registered office and the street address of the new registered office; and (3) if the current registered agent is to be changed, the name of its current registered agent and the name of the new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment.

      (b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of the State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.

      (P.A. 94-186, S. 36, 215; P.A. 96-271, S. 29, 254; P.A. 97-246, S. 8, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to delete Subdiv. (6) requiring the statement to set forth that after the change or changes are made the street addresses of its registered office and the business office of its registered agent will be identical, effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to combine former Subdivs. (2) and (3) into Subdiv. (2), thereby providing that the statement must set forth the street address of the current registered office only if the current registered office is to be changed and combined former Subdivs. (4) and (5) into new Subdiv. (3), thereby providing that the statement must set forth the name of the current registered agent only if the current registered agent is to be changed, effective June 27, 1997.

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      Sec. 33-662. Resignation of registered agent. (a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of the State for filing the signed original and one exact or conformed copy of a statement of resignation. The statement may include a statement that the registered office is also discontinued.

      (b) After filing the statement, the Secretary of the State shall mail the copy to the corporation at its principal office.

      (c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

      (P.A. 94-186, S. 37, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-663. Service of process on corporation. (a) A corporation's registered agent is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the corporation. Service may be effected by any proper officer or other person lawfully empowered to make service by leaving a true and attested copy of the process, notice or demand with such agent or, in the case of an agent who is a natural person, by leaving it at such agent's usual place of abode in this state.

      (b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by any proper officer or other person lawfully empowered to make service by sending a true and attested copy of the process, notice or demand by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is effective under this subsection at the earliest of: (1) The date the corporation receives the mail; (2) the date shown on the return receipt, if signed on behalf of the corporation; or (3) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.

      (c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.

      (P.A. 94-186, S. 38, 215; P.A. 96-271, S. 30, 254; P.A. 97-246, S. 9, 10, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to add provision authorizing service to be effected by leaving a copy with the agent or, in the case of an agent who is a natural person, at the agent's usual place of abode, effective January 1, 1997; P.A. 97-246 amended Subsecs. (a) and (b) to provide that service may be made by any proper officer or other person lawfully empowered to make service and amended Subsec. (b) to provide that the service sent to the corporation is a true and attested copy of the process, notice or demand, replace "perfected" with "effective" and replace "postpaid" with "postage prepaid", effective June 27, 1997.

      See Sec. 1-2a re construing of references to "United States mail" or "postmark" to include references to any delivery service designated by the Secretary of the Treasury pursuant to Section 7502 of the Internal Revenue Code of 1986 or any successor to the code, as amended, and to any date recorded or marked as described in said Section 7502 by a designated delivery service and construing of "registered or certified mail" to include any equivalent designated by the Secretary of the Treasury pursuant to said Section 7502.

      Annotations to former section 33-297:

      Cited. 226 C. 773, 784. P.A. 93-431 cited. Id.

      Cited. 21 CA 339, 340.

      Subsec. (a):

      Cited. 42 CS 187, 191.

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      Sec. 33-664. Reserved for future use.

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PART VI
SHARES AND DISTRIBUTIONS

(A)

SHARES

      Sec. 33-665. Authorized shares. (a) The certificate of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the certificate of incorporation shall prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights and limitations, of such class or series. Except to the extent varied as permitted by this section, all shares of a class or series shall have terms, including preferences, rights and limitations, that are identical with those of other shares of the same class or series.

      (b) The certificate of incorporation shall authorize (1) one or more classes or series of shares that together have unlimited voting rights, and (2) one or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.

      (c) The certificate of incorporation may authorize one or more classes or series of shares that: (1) Have special, conditional or limited voting rights, or no right to vote, except as otherwise provided by sections 33-600 to 33-998, inclusive; (2) are redeemable or convertible as specified in the certificate of incorporation (A) at the option of the corporation, the shareholder or another person or upon the occurrence of a specified event, (B) for cash, indebtedness, securities or other property, and (C) at prices and in amounts specified or determined in accordance with a formula; (3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or (4) have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.

      (d) Terms of shares may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with subsection (l) of section 33-608.

      (e) Any of the terms of shares may vary among holders of the same class or series as long as such variations are expressly set forth in the certificate of incorporation.

      (f) The description of the preferences, rights and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.

      (P.A. 94-186, S. 39, 215; P.A. 96-271, S. 31, 254; P.A. 03-158, S. 6.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 03-158 amended Subsec. (a) by replacing "shall prescribe the classes" with "shall set forth any classes", adding provisions re series of shares within a class and revising provisions re terms, preferences, rights and limitations of classes or series, amended Subsec. (b) by adding references to series, amended Subsec. (c) by adding references to series, replacing "except to the extent prohibited" with "except as otherwise provided", replacing "designated event" with "specified event", replacing provision re designated amount or amount determined in accordance with designated formula or reference to extrinsic data or events with provision re prices and amounts specified or determined in accordance with formula and making technical changes, added new Subsecs. (d) and (e) re terms dependent upon facts objectively ascertainable outside certificate of incorporation and re variation of terms of shares among holders, redesignated existing Subsec. (d) as Subsec. (f) and amended same by deleting provisions re designations and relative rights and adding provisions re rights of classes or series of shares.

      Annotation to former section 33-42:

      Record title determines right to vote. 42 C. 560.

      Annotations to former sections 33-59, 33-62, 33-96 and 33-98:

      Cited. 72 C. 664. Re specially chartered corporation, increase may be by way of stock dividend. 83 C. 43. Failure of corporation to comply with section empowers subscriber to avoid subscription contracts and recover money paid unless guilty of laches; receipt of dividend checks held not to destroy power of avoidance. 106 C. 54. Cited. 125 C. 353.

      Annotations to former section 33-324:

      Cited. 150 C. 239.

      Subsec. (a):

      Cited. 16 CA 420, 428.

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      Sec. 33-666. Terms of class or series of shares. (a) If the certificate of incorporation so provides, the board of directors is authorized, without shareholder approval, to: (1) Classify any unissued shares into one or more classes or into one or more series within a class; (2) reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or (3) reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.

      (b) If the board of directors acts pursuant to subsection (a) of this section, it must determine the terms, including the preferences, rights and limitations, to the same extent permitted under section 33-665, of: (1) Any class of shares before the issuance of any shares of such class; or (2) any series within a class before the issuance of any shares of such series.

      (c) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of the State for filing a certificate of amendment setting forth the terms determined under subsection (a) of this section.

      (P.A. 94-186, S. 40, 215; P.A. 96-271, S. 32, 33, 254; P.A. 03-158, S. 7.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation and amended Subsec. (d) to replace "articles" of amendment with "a certificate" of amendment, effective January 1, 1997; P.A. 03-158 amended Subsec. (a) by replacing provisions re board determination of preferences, limitations and relative rights of classes or series with provisions re board authorization, without shareholder approval, to classify or reclassify shares, classes or series, amended Subsec. (b) by replacing provision re distinguishing designation with provisions re determination of terms of class or series, deleted former Subsec. (c) re preferences, limitations and relative rights of shares of a series, redesignated existing Subsec. (d) as new Subsec. (c) and amended same by replacing provisions re contents of certificate of amendment which is effective without shareholder action with provisions re certificate of amendment to set forth terms determined under Subsec. (a).

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      Sec. 33-667. Issued and outstanding shares. (a) A corporation may issue the number of shares of each class or series authorized by the certificate of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or cancelled.

      (b) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to section 33-687.

      (c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.

      (P.A. 94-186, S. 41, 215; P.A. 96-271, S. 34, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

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      Sec. 33-668. Fractional shares. (a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) arrange for disposition of fractional shares by the shareholders; and (3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

      (b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by subsection (b) of section 33-676.

      (c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

      (d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including: (1) That the scrip will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

      (P.A. 94-186, S. 42, 215; P.A. 96-271, S. 35, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to add "and" prior to Subdiv. (3), effective January 1, 1997.

      Annotation to former section 33-346:

      Subsec. (a):

      Apparent recognition of fractional voting in section 33-311a(f) is limited to single situation where there is a deadlock among joint owners. An agreement among owners attempting to authorize fractional voting is invalid. 150 C. 232.

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      Secs. 33-669 and 33-670. Reserved for future use.

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(B)

ISSUANCE OF SHARES

      Sec. 33-671. Subscription for shares before incorporation. (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

      (b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series unless the subscription agreement specifies otherwise.

      (c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

      (d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the corporation sends written demand for payment to the subscriber.

      (e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 33-672.

      (P.A. 94-186, S. 43, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-51:

      An implied promise to pay installments arises from stockholder's relation to company, whether he is an original subscriber or receives a certificate as transferee. 12 C. 507; id., 530; 22 C. 452. Parol conditions annexed to subscription cannot be shown. 13 C. 173. Private agreement limiting subscriber's liability invalid. 20 C. 186. Subscriptions may be enforced after insolvency of corporation. 16 C. 593. Remedy by sale of stock held to be cumulative and not to supersede right to enforce payment of subscription. 20 C. 178. Corporation cannot release liability as against creditor but may compromise bona fide dispute. 73 C. 477. Liability on subscription to stock of existing corporation; mere promise to subscribe not enough. 89 C. 138. Liability of woman married in 1872 on stock received by inheritance. 86 C. 468. Liability as determined by law of state where incorporated. 73 C. 377; 78 C. 590; 79 C. 163; 212 U.S. 567. Estoppel from participating in acts of corporation or receiving dividends to set up irregularities. 66 C. 9; 72 C. 658; 73 C. 378; 134 U.S. 291. Incorporators cannot enforce payment of stock subscriptions. 107 C. 220. Cited. 113 C. 125. See note to section 33-348.

      Annotations to former section 33-52:

      When there is no bad faith on the part of the corporation, one subscriber cannot escape liability because another has acted in bad faith; but subscriber participating in fraud is estopped to deny subscription. 29 C. 137; 66 C. 9; 72 C. 665; 73 C. 513. Subscription is assignable; acceptance by corporation operates as a novation. 101 C. 291. Contract and liability of subscriber defined. Id., 291. A corporation may refuse to issue stock when consideration therefor has failed. 139 C. 668. See note to section 33-348.

      Annotation to former section 33-342:

      Cited. 185 C. 320, 326.

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      Sec. 33-672. Issuance of shares. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the certificate of incorporation.

      (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.

      (c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.

      (d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

      (e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the issuance of the shares escrowed or restricted and the distributions credited may be rescinded in whole or part. Shares whose issuance have been so rescinded shall return to being authorized but unissued.

      (f) At the time of authorizing the issuance of convertible shares, the corporation shall provide for and at all times thereafter retain unissued sufficient shares of appropriate classes to satisfy the conversion privileges of all of its issued and outstanding convertible shares.

      (P.A. 94-186, S. 44, 215; P.A. 96-271, S. 36, 37, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation and amended Subsec. (e) to provide that "the issuance of the shares escrowed or restricted and the distributions credited may be rescinded" rather than "the shares escrowed or restricted and the distributions credited may be cancelled" and add provision that shares whose issuance have been so rescinded shall return to being authorized but unissued, effective January 1, 1997.

      Annotation to former section 33-46:

      Liability for overvaluation of assets taken for stock. 77 C. 473.

      Annotations to former section 33-50:

      Good will of partnership which corporation succeeds and expense of advertising as payment for stock. 72 C. 118. Subscription made by one as "trustee" for corporation being formed; personal liability. 71 C. 207. What constitutes subscriber; purpose of provision requiring stock to be full-paid. 83 C. 43. Right of subscriber to rescind subscription. 26 C. 316; 29 C. 137; 66 C. 9; 72 C. 658; 73 C. 513; 74 C. 265. Right to return stock purchased on condition. 73 C. 480. Commissioners to take subscriptions cannot delegate power; effect of their apportionment. 73 C. 513. Subscription establishes stockholder's relation to corporation and obligation to pay installments duly called in. 22 C. 452. Amendment to charter does not ordinarily affect stockholder's contract of subscription. 38 C. 72. Obligation of subscribers for acts of de facto corporation. 72 C. 62. Failure of directors to make prescribed record raises no presumption that stock was paid for in cash. 92 C. 273. Subscription is due at once unless provision is made for deferred payments. 104 C. 694. Attempt to control corporation by purchase of majority of stock not in itself unlawful or improper. 106 C. 218. Interest of stockholder in corporation. Id., 24. Repudiation of subscription for stock which never came into valid existence. Id., 41. Purpose of statute is to protect those doing business with corporation and who might become creditors. 139 C. 668. Cited. 144 C. 569.

      Annotations to former section 33-51:

      An implied promise to pay installments arises from stockholder's relation to company, whether he is an original subscriber or receives a certificate as transferee. 12 C. 507; id., 530; 22 C. 452. Parol conditions annexed to subscription cannot be shown. 13 C. 173. Private agreement limiting subscriber's liability invalid. 20 C. 186. Subscriptions may be enforced after insolvency of corporation. 16 C. 593. Remedy by sale of stock held to be cumulative and not to supersede right to enforce payment of subscription. 20 C. 178. Corporation cannot release liability as against creditor but may compromise bona fide dispute. 73 C. 477. Liability on subscription to stock of existing corporation; mere promise to subscribe not enough. 89 C. 138. Liability of woman married in 1872 on stock received by inheritance. 86 C. 468. Liability as determined by law of state where incorporated. 73 C. 377; 78 C. 590; 79 C. 163; 212 U.S. 567. Estoppel from participating in acts of corporation or receiving dividends to set up irregularities. 66 C. 9; 72 C. 658; 73 C. 378; 134 U.S. 291. Incorporators cannot enforce payment of stock subscriptions. 107 C. 220. Cited. 113 C. 125. See note to section 33-348.

      Annotations to former section 33-52:

      When there is no bad faith on the part of the corporation, one subscriber cannot escape liability because another has acted in bad faith; but subscriber participating in fraud is estopped to deny subscription. 29 C. 137; 66 C. 9; 72 C. 665; 73 C. 513. Subscription is assignable; acceptance by corporation operates as a novation. 101 C. 291. Contract and liability of subscriber defined. Id., 291. A corporation may refuse to issue stock when consideration therefor has failed. 139 C. 668. See note to section 33-348.

      Annotation to former section 33-342:

      Cited. 185 C. 320, 326.

      Annotation to former section 33-348:

      Subsec. (f):

      See annotation to former section 33-46, above.

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      Sec. 33-673. Liability of shareholders. (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued as provided in section 33-672 or specified in the subscription agreement as provided in section 33-671.

      (b) Unless otherwise provided in the certificate of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.

      (P.A. 94-186, S. 45, 215; P.A. 96-271, S. 38, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

      Annotations to former section 33-54:

      On insolvency, unpaid subscriptions are a trust fund for creditors. 72 C. 658; 73 C. 377; 83 C. 43; 73 C. 480. Unpaid subscriptions of de facto corporation. 66 C. 18. Right of trustee in insolvency to enforce. 71 C. 218. Procedure to enforce. 78 C. 592; 107 C. 220. Courts will be astute to defeat any scheme to avoid liability. 68 C. 29. Liability continues until stock actually transferred. 71 C. 50; 101 C. 309. Issuance of "full-paid" stock, agreement that corporation will call it in at par in satisfaction of indebtedness to it. 82 C. 559. Purchase of stock from corporation as a subscription. 73 C. 480. Relation of stockholder to corporation as contract; changing creditors' remedies; including in call improper charges. 79 C. 163; 212 U.S. 567. Acceptance of certificate of stock issued to recipient in his own name, and delivered to him, raises promise to pay par value. 92 C. 269. Action by corporation held to be adoption of directors' contract made in violation of former stockholder's vote. Id., 273. Cited. 107 C. 220.

      Annotation to present section:

      Subsec. (b):

      Although one might reasonably conclude that president of the defendant corporation misapplied company assets to his personal use and inappropriately handled company finances, his actions did not warrant application of the common-law exception to statutory protection against personal liability. 75 CA 27.

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      Sec. 33-674. Share dividends. (a) Unless the certificate of incorporation provides otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

      (b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the certificate of incorporation so authorizes, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued.

      (c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

      (P.A. 94-186, S. 46, 215; P.A. 96-271, S. 39, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.

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      Sec. 33-675. Share options. (a) A corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine (1) the terms upon which the rights, options or warrants are issued, and (2) the terms upon which, including the consideration for which, the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options or warrants are exercisable.

      (b) The terms and conditions of such rights, options or warrants, including those outstanding on October 1, 2003, may include, but are not limited to, restrictions or conditions that: (1) Preclude or limit the exercise, transfer or receipt of such rights, options or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or (2) invalidate or void such rights, options or warrants held by any such person or persons or any such transferee or transferees.

      (P.A. 94-186, S. 47, 215; P.A. 03-158, S. 8.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 03-158 designated existing provisions as Subsec. (a), amended same by adding provisions re other securities, deleting provision re form and content, adding provision re authorization by the board of directors and making technical changes, and added Subsec. (b) re restrictions on or conditions of rights, options or warrants.

      Annotations to former section 33-344:

      Cited. 150 C. 244. Company had stock option plan which provided that interpretation of terms and provisions thereof would be final, binding and conclusive. Held to permit parties to agree before dispute arises to submit differences to adjudication by one of parties to agreement is against public policy. Id., 501.

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      Sec. 33-676. Form and content of certificates. (a) Shares may but need not be represented by certificates. Unless sections 33-600 to 33-998, inclusive, or any other provision of the general statutes expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

      (b) At a minimum each share certificate shall state on its face: (1) The name of the issuing corporation and that it is organized under the law of this state; (2) the name of the person to whom issued; and (3) the number and class of shares and the designation of the series, if any, the certificate represents.

      (c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

      (d) Each share certificate (1) shall be signed either manually or in facsimile by two officers designated in the bylaws or by the board of directors and (2) may bear the corporate seal or its facsimile.

      (e) If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

      (P.A. 94-186, S. 48, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-53:

      Statements on margin of certificate as entering into contract. 73 C. 377. Stock certificate is not a negotiable instrument; its true nature and effect explained; no presumption of consideration where stock pledged as collateral for preexisting debt. 94 C. 606. Stock certificate not essential to constitute one a stockholder. 100 C. 61. Corporation may withhold certificates until subscription is fully paid. 104 C. 694. See also annotations to section 33-348.

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      Sec. 33-677. Shares without certificates. (a) Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

      (b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by subsections (b) and (c) of section 33-676, and, if applicable, section 33-678.

      (P.A. 94-186, S. 49, 215; P.A. 96-271, S. 40, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation and "bylaws" with "a bylaw", effective January 1, 1997.

      Annotations to former section 33-53:

      Statements on margin of certificate as entering into contract. 73 C. 377. Stock certificate is not a negotiable instrument; its true nature and effect explained; no presumption of consideration where stock pledged as collateral for preexisting debt. 94 C. 606. Stock certificate not essential to constitute one a stockholder. 100 C. 61. Corporation may withhold certificates until subscription is fully paid. 104 C. 694. See also annotations to section 33-348.

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      Sec. 33-678. Restriction on transfer of shares and other securities. (a) The certificate of incorporation, the bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

      (b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection (b) of section 33-677. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

      (c) A restriction on the transfer or registration of transfer of shares is authorized: (1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) to preserve exemptions under federal or state securities law; (3) for any other reasonable purpose.

      (d) A restriction on the transfer or registration of transfer of shares may: (1) Obligate the shareholder first to offer the corporation or other persons separately, consecutively or simultaneously an opportunity to acquire the restricted shares; (2) obligate the corporation or other persons separately, consecutively or simultaneously to acquire the restricted shares; (3) require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; (4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

      (e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

      (P.A. 94-186, S. 50, 215; P.A. 96-271, S. 41, 42, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation and amended Subsec. (c) to make a technical change, effective January 1, 1997.

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      Sec. 33-679. Expense of issue. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.

      (P.A. 94-186, S. 51, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-680. Surrender of share certificates. The board of directors of a corporation may, from time to time, for any proper purpose, require shareholders to surrender their share certificates in exchange for new certificates, or for the entering thereof of an appropriate legend or notation, and may take reasonable measures to enforce such requirement. Without limiting the generality of the foregoing, the board of directors of the surviving corporation in a merger, or of a corporation the certificate of incorporation of which has been amended, may require shareholders holding share certificates which do not reflect such merger or amendment to surrender the same in exchange for new certificates, or for the entering thereon of an appropriate legend or notation, and may, after written notice thereof to such shareholders, refuse to pay dividends or make other distributions in respect of unsurrendered certificates, but in such case such dividends and distributions shall be accumulated for the benefit of the holders thereof, but with interest, until such certificates are so surrendered.

      (P.A. 94-186, S. 52, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Secs. 33-681 and 33-682. Reserved for future use.

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(C)

SUBSEQUENT ACQUISITION OF SHARES

      Sec. 33-683. Shareholder's preemptive rights. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the certificate of incorporation so provides or as set forth in subsection (d) of this section.

      (b) A statement included in the certificate of incorporation that "the corporation elects to have preemptive rights", or words of similar import, means that the following principles apply except to the extent the certificate of incorporation expressly provides otherwise:

      (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.

      (2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

      (3) There is no preemptive right with respect to: (A) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (B) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (C) shares authorized in the certificate of incorporation that are issued within six months from the effective date of incorporation; (D) shares sold otherwise than for money.

      (4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.

      (5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.

      (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.

      (c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

      (d) Notwithstanding any provision of this section to the contrary, the shareholders of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, unless the certificate of incorporation expressly provides otherwise, have the preemptive rights provided in subsection (b) of this section.

      (P.A. 94-186, S. 53, 215; P.A. 96-271, S. 43, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing and amended Subsec. (d) to replace "January 1, 1996" with "January 1, 1997", effective January 1, 1997.

      Annotation to former section 33-343:

      Subsec. (b):

      Cited. 35 CA 812, 814.

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      Sec. 33-684. Corporation's acquisition of its own shares. (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.

      (b) If the certificate of incorporation prohibits the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.

      (P.A. 94-186, S. 54, 215; P.A. 96-271, S. 44, 254; P.A. 03-18, S. 4.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation with "certificate" of incorporation and amended Subsec. (c) to replace "articles" of amendment with "a certificate" of amendment, effective January 1, 1997; P.A. 03-18 amended Subsec. (b) to make a technical change and delete provision re reduction effective upon amendment of the certificate of incorporation and deleted former Subsec. (c) re adoption, filing and contents of certificate of amendment, effective July 1, 2003.

      Annotations to former section 33-63:

      Contract with subscriber to stock to take stock back at price paid if corporation is not successful held ultra vires. 101 C. 539. When such a contract is permissible. 103 C. 389. Purchase by corporation of own stock is ultra vires if statutory provisions not observed. 149 C. 322. Required even though corporation solvent at the time. Id., 326.

      Annotations to former section 33-65:

      Re retirement of preferred stock: Contract to buy back stock if not successful held ultra vires. 101 C. 539; 103 C. 389. Provisions of section must be complied with; recovery allowed where corporation, through failure to comply with requirements, could not carry out contract to deliver stock of no par value. 106 C. 54.

      Annotations to former section 33-358:

      Nothing in this section prohibits corporation from purchasing own stock on credit or requires it to make purchase for cash or property. 151 C. 353. Cited. 168 C. 201.

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      Secs. 33-685 and 33-686. Reserved for future use.

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(D)

DISTRIBUTIONS

      Sec. 33-687. Distributions to shareholders. (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the certificate of incorporation and the limitation in subsection (c) of this section.

      (b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption or other acquisition of the corporation's shares, it is the date the board of directors authorizes the distribution.

      (c) No distribution may be made if, after giving it effect: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) the corporation's total assets would be less than the sum of its total liabilities plus, unless the certificate of incorporation permits otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

      (d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

      (e) Except as provided in subsection (g) of this section, the effect of a distribution under subsection (c) of this section is measured: (1) In the case of distribution by purchase, redemption or other acquisition of the corporation's shares, as of the earlier of (A) the date money or other property is transferred or debt incurred by the corporation or (B) the date the shareholder ceases to be a shareholder with respect to the acquired shares; (2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (3) in all other cases, as of (A) the date the distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization or (B) the date the payment is made if it occurs more than one hundred twenty days after the date of authorization.

      (f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

      (g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.

      (h) This section shall not apply to distributions in the course of dissolution under sections 33-880 to 33-887, inclusive.

      (P.A. 94-186, S. 55, 215; P.A. 96-271, S. 45, 46, 254; P.A. 03-18, S. 5.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 03-18 added Subsec. (h) re section not applicable to distributions in the course of dissolution, effective July 1, 2003.

      Annotations to former section 33-27:

      Dividends declared are a debt of the company which a stockholder may enforce in equity. 42 C. 17; 81 C. 528. Impairment of capital prior to issue of preferred stock held not to prevent dividends on such stock. 54 C. 156. Equity will not interfere where directors, in the exercise of reasonable discretion, carry earnings to surplus account instead of declaring dividends. 33 C. 446. Dividend even on preferred stock can be declared only from profits. 72 C. 118; 81 C. 528; 85 C. 452. It is presumed to be from profits. 78 C. 457. Right of stockholder only matures on declaration and this rests in discretion of directors. 73 C. 114; 77 C. 554; 78 C. 75; id., 532; 79 C. 639; 97 C. 366. Dividend not apportionable. 73 C. 114. Nature of stock dividend. 83 C. 43. Distribution of stock of another company. 85 C. 452. Right of directors to declare dividend payable at a definite future date to stockholders of record at a definite intermediate date. 97 C. 367; 109 C. 279. Right of transferee of stock to dividend where transfer not made on corporate books. 97 C. 371. Cited. 101 C. 724. Dividends must be declared only out of profits or surplus. 104 C. 684. Dividends in stock of another corporation held equivalent of cash dividend. 106 C. 19. Dividend becomes debt upon separation from corporate fund; declaration of dividend payable to stockholders of record on a future date establishes directors' intent that separation be then made, unless contrary intent appears. 109 C. 268.

      Annotation to former section 33-63:

      Stock held in another corporation may be distributed as a dividend if it represents a surplus of assets. 131 C. 27.

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      Secs. 33-688 to 33-694. Reserved for future use.

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PART VII
SHAREHOLDERS

(A)

MEETINGS

      Sec. 33-695. Annual meeting. (a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.

      (b) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.

      (c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

      (P.A. 94-186, S. 56, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-44:

      Mandamus to compel call of special meeting. 65 C. 355. Insufficiency of notice not ground for enjoining special meeting. 75 C. 675.

      Cited. 14 CS 335.

      Annotations to former section 33-326:

      Subsec. (a):

      Cited. 195 C. 384, 386.

      Subsec. (c):

      See annotations to former section 33-44, above.

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      Sec. 33-696. Special meeting. (a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the certificate of incorporation or bylaws; or (2) if the holders of at least ten per cent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held, except that if the corporation has a class of voting stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended from time to time, and no person held ten per cent or more of such votes on February 1, 1988, the corporation need not hold such meeting except upon demand of the holders of not less than thirty-five per cent of such votes.

      (b) If not otherwise fixed under section 33-697 or 33-701, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

      (c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

      (d) Only business within the purpose or purposes described in the meeting notice required by subsection (c) of section 33-699 may be conducted at a special shareholders' meeting.

      (P.A. 94-186, S. 57, 215; P.A. 96-271, S. 47, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

      Annotations to former section 33-44:

      Mandamus to compel call of special meeting. 65 C. 355. Insufficiency of notice not ground for enjoining special meeting. 75 C. 675.

      Cited. 14 CS 335.

      Annotations to former section 33-326:

      Subsec. (a):

      Cited. 195 C. 384, 386.

      Subsec. (c):

      See annotations to former section 33-44, above.

      Annotation to present section:

      Subsec. (a):

      Cited. 45 CS 101.

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      Sec. 33-697. Court-ordered meeting. (a) The superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office is located may summarily order a meeting to be held: (1) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or (2) on application of a shareholder who signed a demand for a special meeting valid under section 33-696, if: (A) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or (B) the special meeting was not held in accordance with the notice.

      (b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.

      (P.A. 94-186, S. 58, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-698. Action without meeting. (a) Any action which, under any provision of sections 33-600 to 33-998, inclusive, may be taken at a meeting of shareholders may be taken without a meeting as follows: (1) By one or more consents in writing, setting forth the action so taken or to be taken, bearing the date of signature and signed by all of the persons who would be entitled to vote upon such action at a meeting, or by their duly authorized attorneys, which action for purposes of this section is hereafter referred to as "unanimous written consent"; or (2) if the certificate of incorporation so provides, by one or more consents in writing, bearing the date of signature and setting forth the action to be taken, signed by persons holding such designated proportion, not less than a majority, of the voting power of shares, or of the shares of any particular class, entitled to vote thereon or to take such action, as may be provided in the certificate of incorporation, or their duly authorized attorneys; except that directors may not be elected by action of shareholders without a meeting of shareholders other than by unanimous written consent, or pursuant to a plan of merger. If action is proposed to be taken by written consent of less than all of such persons, or their duly authorized attorneys, notice in writing of such proposed action shall be given to each person who would be entitled to vote thereon at a meeting held for that purpose. Such notice shall be given in the manner of giving notice of a meeting of shareholders not less than twenty days nor more than fifty days before the date any such consents are to become effective. If not less than five days before the date any such consents are to become effective, the secretary of the corporation shall have received from such persons, or their duly authorized attorneys, holding not less than one-tenth of the voting power of all shares entitled to vote at such a meeting, a demand in writing that such action not be taken by written consent, all persons to whom such notice was given shall be so notified, and the corporation shall not take such proposed action except at a meeting of shareholders. The secretary shall file such consent or consents, or certify the tabulation of such consents and file such certificate, with the minutes of the meetings of the shareholders.

      (b) If not otherwise fixed under section 33-697 or 33-701, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a) of this section. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest date appearing on a consent delivered to the corporation in the manner required by this section, written consents signed by shareholders sufficient in number to take corporate action are received by the corporation. A written consent may be revoked by a writing to that effect, provided such revocation shall not be effective if it is received by the corporation after the corporation has received a sufficient number of unrevoked written consents to take corporate action.

      (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

      (P.A. 94-186, S. 59, 215; P.A. 96-271, S. 48, 254; P.A. 98-137, S. 3, 62; 98-219, S. 33, 34.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace "consent" with "one or more consents", require the consents to bear the date of signature and delete the provision that any consents which become effective shall have the same force and effect as a vote of shareholders at a meeting duly held and may be stated as such in any certificate or document filed under Secs. 33-600 to 33-998, inclusive, and amended Subsec. (b) to add provisions that barred the effectiveness of a written consent to take the corporate action referred to in such consent unless within sixty days written consents sufficient in number to take corporate action are received by the corporation and that authorized the revocation in writing of a written consent provided such revocation is not effective if it is received by the corporation after the corporation has received a sufficient number of unrevoked written consents to take corporate action, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

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      Sec. 33-699. Notice of meeting. (a) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. Unless sections 33-600 to 33-998, inclusive, or the certificate of incorporation requires otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

      (b) Unless sections 33-600 to 33-998, inclusive, or the certificate of incorporation requires otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

      (c) Notice of a special shareholders' meeting shall include a description of the purpose or purposes for which the meeting is called.

      (d) If not otherwise fixed under section 33-697 or 33-701, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.

      (e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 33-701, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.

      (P.A. 94-186, S. 60, 215; P.A. 96-271, S. 49, 50, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.

      Annotations to former section 33-42:

      One who has not had stock transferred to him is not entitled to notice of meeting. 111 C. 478; 123 C. 640.

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      Sec. 33-700. Waiver of notice. (a) A shareholder may waive any notice required by sections 33-600 to 33-998, inclusive, the certificate of incorporation or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

      (b) A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

      (P.A. 94-186, S. 61, 215; P.A. 96-271, S. 51, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

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      Sec. 33-701. Record date. (a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

      (b) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of shareholders.

      (c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

      (d) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.

      (P.A. 94-186, S. 62, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotation to former section 33-310:

      Subsec. (d):

      Cited. 6 CA 530, 538, 539.

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      Sec. 33-702. Chairperson to preside. (a) At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors.

      (b) The chairperson, unless the certificate of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.

      (c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.

      (d) The chairperson of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes thereto, may be accepted.

      (P.A. 98-137, S. 4, 62; 98-219, S. 33, 34.)

      History: P.A. 98-137 effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

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      Sec. 33-703. Reserved for future use.

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(B)

VOTING

      Sec. 33-704. Shareholders' list for meeting. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder.

      (b) The shareholders' list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, his agent or attorney is entitled on written demand to inspect and, subject to the requirements of subsection (c) of section 33-946, to copy the list, during regular business hours and at his expense, during the period it is available for inspection.

      (c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

      (d) If the corporation refuses to allow a shareholder or his agent or attorney to inspect the shareholders' list before or at the meeting, or copy the list as permitted by subsection (b) of this section, the superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

      (e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.

      (P.A. 94-186, S. 63, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-333:

      Subsec. (a):

      Where plaintiffs sought names and addresses of shareholders in order to communicate with them regarding defendants' labor relations, court is unable to find plaintiffs' purpose is not proper under this section or that it is inimical to the interest of the corporation or its shareholders and whether or not that purpose contemplated unfair labor practices, breach of contract or the commission of a tort is irrelevant to the statutory issues. 26 CS 138, 139. Right of inspection depends on record ownership and extends to a registered shareholder acting for the beneficial owner of shares. Id., 141.

      Subsec. (c):

      Cited. 26 CS 136, 137.

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      Sec. 33-705. Voting entitlement of shares. (a) Except as provided in subsections (b) and (c) of this section or unless the certificate of incorporation provides otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting.

      (b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.

      (c) Subsection (b) of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

      (d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

      (e) A corporation may, by provision in its certificate of incorporation, confer upon holders of any debt securities issued or to be issued by the corporation, whether or not secured by mortgage or otherwise, such voting rights in respect of the corporate affairs and management of the corporation as may be therein provided.

      (P.A. 94-186, S. 64, 215; P.A. 96-271, S. 52, 53, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.

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      Sec. 33-706. Proxies. (a) A shareholder may vote his shares in person or by proxy.

      (b) A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission of the appointment. An electronic transmission must contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent or the shareholder's attorney-in-fact authorized the electronic transmission.

      (c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. A photographic or similar reproduction of an appointment, or a telegram, cablegram, facsimile transmission, wireless or similar transmission of an appointment received by such person shall be sufficient to effect such appointment. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment.

      (d) An appointment of a proxy is revocable unless the appointment form or electronic transmission of the appointment states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (1) A pledgee; (2) a person who purchased or agreed to purchase the shares; (3) a creditor of the corporation who extended it credit under terms requiring the appointment; (4) an employee of the corporation whose employment contract requires the appointment; or (5) a party to a voting agreement created under section 33-716.

      (e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

      (f) An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.

      (g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

      (h) Subject to section 33-708 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission of the appointment, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

      (P.A. 94-186, S. 65, 215; P.A. 98-137, S. 5, 62; 98-219, S. 33, 34.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 98-137 amended Subsec. (b) to authorize the agent or attorney-in-fact of a shareholder to appoint a proxy, provide that the appointment is accomplished "by signing an appointment form or by an electronic transmission of the appointment" rather than "by signing an appointment form, either personally or by his attorney-in-fact" and require that an electronic transmission contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent or the shareholder's attorney-in-fact authorized the electronic transmission, amended Subsec. (c) to provide that an appointment of a proxy is effective "when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes" rather than "when received by the secretary or other officer or agent authorized to tabulate votes", amended Subsec. (d) to provide that an appointment of a proxy is revocable "unless the appointment form or electronic transmission of the appointment states that it is irrevocable" rather than "by the shareholder unless the appointment form conspicuously states that it is irrevocable", and amended Subsec. (h) to make acceptance by the corporation of the proxy's vote or action subject "to any express limitation on the proxy's authority stated in the appointment form or electronic transmission of the appointment" rather than "to any express limitation on the proxy's authority appearing on the face of the appointment form", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

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      Sec. 33-707. Shares held by nominees. (a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.

      (b) The procedure may set forth: (1) The types of nominees to which it applies; (2) the rights or privileges that the corporation recognizes in a beneficial owner; (3) the manner in which the procedure is selected by the nominee; (4) the information that must be provided when the procedure is selected; (5) the period for which selection of the procedure is effective; and (6) other aspects of the rights and duties created.

      (P.A. 94-186, S. 66, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-708. Corporation's acceptance or rejection of votes. (a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.

      (b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:

      (1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

      (2) The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

      (3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

      (4) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment;

      (5) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

      (c) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

      (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section or subsection (b) of section 33-706 are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

      (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section or subsection (b) of section 33-706 is valid unless a court of competent jurisdiction determines otherwise.

      (P.A. 94-186, S. 67, 215; P.A. 98-137, S. 6, 62; 98-219, S. 33, 34.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (e) to add reference to Subsec. (b) of Sec. 33-706, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

      Annotations to former section 33-56:

      Record owner is deemed vested with right to vote until some other person shows such right. 111 C. 478.

      Subsec. (b):

      See annotation above.

      Annotations to former section 33-311a:

      Subsec. (d):

      Cited. 6 CA 530, 539. Cited. 16 CA 420, 429.

      Subsec. (f):

      Apparent recognition of fractional voting is limited to single situation where there is a deadlock among joint owners. In other situations, the general prohibition against fractional voting, which arises by implication from the statutory prohibition (33-346) against the issuance of fractional shares, controls. An agreement among owners authorizing fractional voting is invalid. 150 C. 232.

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      Sec. 33-709. Quorum and voting requirements for voting groups. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the certificate of incorporation or sections 33-600 to 33-998, inclusive, provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

      (b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

      (c) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the certificate of incorporation or sections 33-600 to 33-998, inclusive, require a greater number of affirmative votes.

      (d) An amendment of the certificate of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 33-711.

      (e) The election of directors is governed by section 33-712.

      (P.A. 94-186, S. 68, 215; P.A. 96-271, S. 54, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.

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      Sec. 33-710. Action by single and multiple voting groups. (a) If the certificate of incorporation or sections 33-600 to 33-998, inclusive, provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 33-709.

      (b) If the certificate of incorporation or sections 33-600 to 33-998, inclusive, provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 33-709. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.

      (P.A. 94-186, S. 69, 215; P.A. 96-271, S. 55, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.

      Annotations to former section 33-43:

      Right to majority of stockholders to control policy of corporation; amendment of bylaws as to number and term of directors and date of annual meeting. 75 C. 669; 84 C. 276. Ordinarily, stockholders act by majority vote of stock represented at duly called meeting. 83 C. 43. See notes to sections 33-324, 33-325 and 33-327. Cited. 141 C. 325.

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      Sec. 33-711. Greater quorum or voting requirement. (a) The certificate of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by sections 33-600 to 33-998, inclusive.

      (b) An amendment to the certificate of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

      (P.A. 94-186, S. 70, 215; P.A. 96-271, S. 56, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.

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      Sec. 33-712. Voting for directors. Cumulative voting. (a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

      (b) Shareholders do not have a right to cumulate their votes for directors unless the certificate of incorporation so provides.

      (c) A statement included in the certificate of incorporation that "all or a designated voting group of shareholders are entitled to cumulate their votes for directors", or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

      (d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) a shareholder who has the right to cumulate his votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of his intent to cumulate his votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.

      (P.A. 94-186, S. 71, 215; P.A. 96-271, S. 57, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.

      Annotation to former section 33-42:

      Provisions in certificate of incorporation permitting cumulative voting held illegal. Atty. Gen. Rep. 1909-1910, p. 40.

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      Sec. 33-713. Inspectors. (a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.

      (b) The inspectors shall (1) ascertain the number of shares outstanding and the voting power of each; (2) determine the shares represented at a meeting; (3) determine the validity of proxies and ballots; (4) count all votes; and (5) determine the result.

      (c) An inspector may be an officer or employee of the corporation.

      (P.A. 98-137, S. 7, 62; 98-219, S. 33, 34.)

      History: P.A. 98-137 effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

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      Sec. 33-714. Reserved for future use.

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(C)

VOTING TRUSTS AND AGREEMENTS

      Sec. 33-715. Voting trust. (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.

      (b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten years after its effective date unless extended under subsection (c) of this section.

      (c) All or some of the parties to a voting trust may extend it for additional terms of not more than ten years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for ten years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.

      (P.A. 94-186, S. 72, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-24:

      Agreement transferring voting power for five years invalid. 60 C. 578. Voting trust pursuant to agreement between shareholders and trustees, as recommended by directors, does not make corporation liable to pay for services of depositary and transfer agent. 82 C. 178. Corporation as such has no interest in persons elected to office. Id.

      Annotation to former section 33-57:

      Cited. 146 C. 338.

      Annotation to former section 33-338:

      Cited. 178 C. 42, 44-46, 51.

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      Sec. 33-716. Voting agreement. (a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 33-715.

      (b) A voting agreement created under this section is specifically enforceable.

      (P.A. 94-186, S. 73, 215.)

      History: P.A. 94-286 effective January 1, 1997.

      Annotation to former section 33-339:

      Cited. 154 C. 12, 16, 18.

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      Sec. 33-717. Shareholder agreement. (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of sections 33-600 to 33-998, inclusive, in that it:

      (1) Eliminates the board of directors or restricts the discretion or powers of the board of directors;

      (2) Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in section 33-687;

      (3) Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;

      (4) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;

      (5) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer or employee of the corporation or among any of them;

      (6) Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;

      (7) Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or

      (8) Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors and the corporation, or among any of them, and is not contrary to public policy.

      (b) An agreement authorized by this section shall be: (1) Set forth (A) in the certificate of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement or (B) in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation; (2) subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise; and (3) valid for ten years, unless the agreement provides otherwise.

      (c) The existence of any agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by subsection (b) of section 33-677. If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of ninety days after discovery of the existence of the agreement or two years after the time of purchase of the shares.

      (d) An agreement authorized by this section shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's certificate of incorporation or bylaws, adopt an amendment to the certificate of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.

      (e) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.

      (f) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

      (g) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made.

      (P.A. 94-186, S. 74, 215; P.A. 96-271, S. 58, 59, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.

      Board of director's resolution setting forth parameters of electing a board of directors held to be valid shareholder agreement under this section. 72 CA 426.

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      Secs. 33-718 and 33-719. Reserved for future use.

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(D)

DERIVATIVE PROCEEDINGS

      Sec. 33-720. Derivative proceedings. Definitions. As used in sections 33-720 to 33-727, inclusive:

      (1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 33-727, in the right of a foreign corporation.

      (2) "Shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.

      (P.A. 94-186, S. 75, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-721. Standing. A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and (2) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

      (P.A. 94-186, S. 76, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-722. Demand. No shareholder may commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and (2) ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.

      (P.A. 94-186, S. 77, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-723. Stay of proceedings. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.

      (P.A. 94-186, S. 78, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-724. Dismissal. (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection (b) or (f) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.

      (b) Unless a panel is appointed pursuant to subsection (f) of this section, the determination in subsection (a) of this section shall be made by: (1) A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or (2) a majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constituted a quorum.

      (c) None of the following shall by itself cause a director to be considered not independent for purposes of this section: (1) The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded; (2) the naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or (3) the approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.

      (d) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either (1) that a majority of the board of directors did not consist of independent directors at the time the determination was made or (2) that the requirements of subsection (a) of this section have not been met.

      (e) If a majority of the board of directors does not consist of independent directors at the time the determination is made, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.

      (f) The court may appoint a panel of one or more independent persons upon motion by the corporation to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.

      (P.A. 94-186, S. 79, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-725. Discontinuance or settlement. A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.

      (P.A. 94-186, S. 80, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Sec. 33-726. Payment of expenses. On termination of the derivative proceeding the court may:

      (1) Order the corporation to pay the plaintiff's reasonable expenses, including attorney's fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;

      (2) Order the plaintiff to pay any defendant's reasonable expenses, including attorney's fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or

      (3) Order a party to pay an opposing party's reasonable expenses, including attorney's fees, incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.

      (P.A. 94-186, S. 81, 215; P.A. 96-271, S. 60, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "counsel" fees with "attorney's" fees where appearing, effective January 1, 1997.

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      Sec. 33-727. Applicability to foreign corporations. In any derivative proceeding in the right of a foreign corporation, the matters covered by sections 33-720 to 33-727, inclusive, shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 33-723, 33-725 and 33-726.

      (P.A. 94-186, S. 82, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Secs. 33-728 to 33-734. Reserved for future use.

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PART VIII
DIRECTORS AND OFFICERS

(A)

BOARD OF DIRECTORS

      Sec. 33-735. Requirements for and duties of board of directors. (a) Except as provided in section 33-717, each corporation shall have a board of directors.

      (b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the certificate of incorporation or in an agreement authorized under section 33-717.

      (P.A. 94-186, S. 83, 215; P.A. 96-271, S. 61, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

      Annotations to former section 33-46:

      Nature of office and powers. 75 C. 762.

      Directors may not surrender or delegate their discretionary powers. 2 CS 94. Cited. 6 CS 76.

      Annotations to former section 33-313:

      Cited. 153 C. 527. Secretary ordinarily lacks inherent power to act for corporation. Apparent authority discussed. 164 C. 389. Cited. 229 C. 771, 785.

      Subsec. (d):

      Cited. 180 C. 199, 207. Cited. 189 C. 648, 649, 658. Cited. 229 C. 771, 785, 789.

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      Sec. 33-736. Qualifications of directors. The certificate of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the certificate of incorporation or bylaws so prescribe.

      (P.A. 94-186, S. 84, 215; P.A. 96-271, S. 62, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

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      Sec. 33-737. Number and election of directors. (a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws.

      (b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the certificate of incorporation or the bylaws.

      (c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 33-740.

      (P.A. 94-186, S. 85, 215; P.A. 96-271, S. 63, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.

      Annotations to former section 33-45:

      An officer annually elected usually holds office until his successor is chosen. 6 C. 428; 9 C. 536; 81 C. 473.

      Annotations to former section 33-46:

      Provision as to any director representing corporation as director of another. 55 C. 455. Increasing number by change in bylaws does not create "vacancy" which directors can fill. 75 C. 669. Requirements as to being stockholder means beneficial ownership. 87 C. 601.

      Annotations to former section 33-314:

      Cited. 150 C. 243.

      Cited. 14 CA 184, 189.

      Subsec. (a):

      Cited. 150 C. 243. Cited. 171 C. 23, 30.

      Subsec. (e):

      See annotations to former section 33-45, above.

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      Sec. 33-738. Election of directors by certain classes of shareholders. If the certificate of incorporation authorizes dividing the shares into classes, the certificate may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.

      (P.A. 94-186, S. 86, 215; P.A. 96-271, S. 64, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

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      Sec. 33-739. Terms of directors generally. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

      (b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under section 33-740.

      (c) A decrease in the number of directors does not shorten an incumbent director's term.

      (d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.

      (e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.

      (P.A. 94-186, S. 87, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-45:

      An officer annually elected usually holds office until his successor is chosen. 6 C. 428; 9 C. 536; 81 C. 473.

      Annotations to former section 33-46:

      Provision as to any director representing corporation as director of another. 55 C. 455. Increasing number by change in bylaws does not create "vacancy" which directors can fill. 75 C. 669. Requirements as to being stockholder means beneficial ownership. 87 C. 601.

      Annotations to former section 33-314:

      Cited. 150 C. 243.

      Cited. 14 CA 184, 189.

      Subsec. (a):

      Cited. 150 C. 243. Cited. 171 C. 23, 30.

      Subsec. (e):

      See annotations to former section 33-45, above.

      Annotations to former section 33-317:

      Subsec. (b):

      Cited. 207 C. 639, 643. Subdiv. (2) cited. Id., 639, 645.

      Subsec. (c):

      Cited. 154 C. 12, 22.

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      Sec. 33-740. Staggered terms for directors. 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.

      (P.A. 94-186, S. 88, 215; P.A. 96-271, S. 65, 254; P.A. 01-199, S. 8.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 01-199 deleted Subsec. (b) that made section applicable to a corporation with cumulative voting only if there are at least three directors in each group.

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      Sec. 33-741. Resignation of directors. (a) A director may resign at any time by delivering written notice to the board of directors, the chairman of the board of directors or the corporation.

      (b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

      (P.A. 94-186, S. 89, 215; P.A. 97-246, S. 84, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to make technical changes, effective June 27, 1997.

      Annotations to former section 33-317:

      Subsec. (b):

      Cited. 207 C. 639, 643. Subdiv. (2) cited. Id., 639, 645.

      Subsec. (c):

      Cited. 154 C. 12, 22.

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      Sec. 33-742. Removal of directors by shareholders. (a) The shareholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause.

      (b) If a director is elected by a voting group of shareholders only the shareholders of that voting group may participate in the vote to remove him.

      (c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

      (d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

      (P.A. 94-186, S. 90, 215; P.A. 96-271, S. 66, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

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      Sec. 33-743. Removal of directors by judicial proceeding. (a) The superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced either by or in the right of the corporation if the court finds that (1) the director engaged in fraudulent or dishonest conduct with respect to the corporation or its shareholders, grossly abused the position of director or intentionally inflicted harm on the corporation, and (2) considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.

      (b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of sections 33-720 to 33-727, inclusive, except subdivision (1) of section 33-721.

      (c) The court, in addition to removing a director, may bar the director from reelection for a period prescribed by the court.

      (d) Nothing in this section limits the equitable powers of the court to order other relief.

      (P.A. 94-186, S. 91, 215; P.A. 03-18, S. 6.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding provision re proceeding commenced in the right of the corporation, deleting provision re shareholders holding at least ten per cent of the outstanding shares of any class, replacing in Subdiv. (1) provision re gross abuse of authority or discretion with provisions re fraudulent or dishonest conduct with respect to shareholders, gross abuse of position of director and intentional infliction of harm on the corporation, and adding in Subdiv. (2) provision re consideration of director's course of conduct and inadequacy of other available remedies in finding that removal would be in the best interest of the corporation, added new Subsec. (b) re shareholder proceeding on behalf of the corporation, redesignated existing Subsec. (b) as new Subsec. (c), replacing "that removes" with "in addition to removing" and making technical changes therein, deleted former Subsec. (c) re corporation as party defendant in shareholder proceeding, and added Subsec. (d) re equitable powers of court to order other relief, effective July 1, 2003.

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      Sec. 33-744. Vacancy on board of directors. (a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

      (b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

      (c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 33-741 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

      (P.A. 94-186, S. 92, 215; P.A. 96-271, S. 67, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

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      Sec. 33-745. Compensation of directors. Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors may fix the compensation of directors.

      (P.A. 94-186, S. 93, 215; P.A. 96-271, S. 68, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation and "bylaws" with "a bylaw", effective January 1, 1997.

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      Secs. 33-746 and 33-747. Reserved for future use.

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(B)

MEETINGS AND ACTION OF THE BOARD

      Sec. 33-748. Meetings. (a) The board of directors may hold regular or special meetings in or out of this state.

      (b) Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

      (P.A. 94-186, S. 94, 215; P.A. 96-271, S. 69, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation with "certificate" of incorporation and "bylaws" with "a bylaw", effective January 1, 1997.

      Annotations to former section 33-46:

      Power of majority where others cannot be reached. 55 C. 455; 80 C. 41. In absence of record, no presumption as to regularity of meeting. 75 C. 555.

      Subsec. (b): Transaction where stock transferred by vote of directors, and where attorney of defendant casts deciding vote, held voidable. 151 C. 437. Attorney's vote cannot be considered other than that of his client. Id.

      Annotation to former section 33-316:

      Subsec. (a):

      Cited. 35 CA 812, 813.

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      Sec. 33-749. Action without meeting. (a) 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, to be taken by the board of directors may be taken without a meeting if 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 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 of the board of directors and may be described as such in any document.

      (P.A. 94-186, S. 95, 215; P.A. 96-271, S. 70, 254; P.A. 01-199, S. 9.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation and "bylaws" with "a bylaw", effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions, delete requirement that action be taken "by all members of the board", delete requirement that consents be "included in the minutes or filed with the corporate records reflecting the action taken", require that each consent describe the action taken "or to be taken" and require that each consent be delivered to the corporation, amended Subsec. (b) to replace provision that action taken without a meeting "is effective when the last director signs the consent, unless the consent specifies a different effective date" with provisions that such action "is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation" and that consent "may specify the time at which the action taken thereunder is to be effective" and authorize a consent to be withdrawn by a revocation signed by the director and delivered to the corporation prior to the delivery of unrevoked written consents signed by all the directors and amended Subsec. (c) to replace provision that a consent "has the effect of a meeting vote" with "has the effect of action taken at a meeting of the board of directors".

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      Sec. 33-750. Notice of meeting. (a) Unless the certificate of incorporation or a bylaw provides otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.

      (b) Unless the certificate of incorporation or a bylaw provides for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the certificate of incorporation or bylaws.

      (P.A. 94-186, S. 96, 215; P.A. 96-271, S. 71, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation and "bylaws" with "a bylaw" where appearing, effective January 1, 1997.

      Annotations to former section 33-46:

      Power of majority where others cannot be reached. 55 C. 455; 80 C. 41. In absence of record, no presumption as to regularity of meeting. 75 C. 555.

      Subsec. (b): Transaction where stock transferred by vote of directors, and where attorney of defendant casts deciding vote, held voidable. 151 C. 437. Attorney's vote cannot be considered other than that of his client. Id.

      Annotation to former section 33-316:

      Subsec. (a):

      Cited. 35 CA 812, 813.

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      Sec. 33-751. Waiver of notice. (a) A director may waive any notice required by sections 33-600 to 33-998, inclusive, the certificate of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.

      (b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

      (P.A. 94-186, S. 97, 215; P.A. 96-271, S. 72, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

      Annotation to former section 33-308:

      Where all of directors attended meeting and none of them objected to lack of notice, there can be no reasonable basis for holding that the business transacted at the meeting was invalid. 153 C. 527, 539.

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      Sec. 33-752. Quorum and voting. (a) Unless the certificate of incorporation or a bylaw requires a greater number or unless otherwise specifically provided in sections 33-770 to 33-779, inclusive, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) a majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

      (b) The certificate of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this section.

      (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the certificate of incorporation or a bylaw requires the vote of a greater number of directors.

      (d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) He objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

      (P.A. 94-186, S. 98, 215; P.A. 96-271, S. 73, 254; P.A. 97-246, S. 11, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, replaced "bylaws" with "a bylaw" in Subsecs. (a) and (c) and made technical changes, effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to add "or unless otherwise specifically provided in sections 33-770 to 33-779, inclusive,", effective June 27, 1997.

      Annotations to former section 33-46:

      Power of majority where others cannot be reached. 55 C. 455; 80 C. 41. In absence of record, no presumption as to regularity of meeting. 75 C. 555.

      Subsec. (b): Transaction where stock transferred by vote of directors, and where attorney of defendant casts deciding vote, held voidable. 151 C. 437. Attorney's vote cannot be considered other than that of his client. Id.

      Annotation to former section 33-316:

      Subsec. (a):

      Cited. 35 CA 812, 813.

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      Sec. 33-753. Committees. (a) Unless sections 33-600 to 33-998, inclusive, 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 any such committee.

      (b) Unless sections 33-600 to 33-998, inclusive, 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, 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 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, 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; or (4) adopt, amend or repeal bylaws.

      (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.

      (P.A. 94-186, S. 99, 215; P.A. 96-271, S. 74, 254; P.A. 01-199, S. 10.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, amended Subsec. (a) to replace "bylaws" with "a bylaw", amended Subsec. (c) to replace "member of such director's immediate family" with "spouse, parent or child" and amended Subsec. (d) to delete provisions that described the subject matter of the referenced statutory sections and rephrase the remaining provisions, effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to specify that Secs. 33-600 to 33-998, inclusive, may provide other rules for the creation of committees and appointment of members thereto, authorize the board to appoint "one or more" members to serve on any committee and delete requirement that each committee have "two or more members, who serve at the pleasure of the board of directors", amended Subsec. (b) to make a technical change and specify that Secs. 33-600 to 33-998, inclusive, may provide other rules for the approval of the creation of a committee and appointment of members thereto, amended Subsec. (d) to rephrase provisions, amended Subsec. (e) to replace "authority" with "powers", amended Subsec. (f) to replace in Subdiv. (1) "Authorize distributions" with "Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors", add in Subdiv. (3) that filling vacancies on committees is "subject to subsection (h) of this section", delete former Subdiv. (4) re amendment of the certificate of incorporation, renumbering former Subdiv. (5) as Subdiv. (4), delete former Subdiv. (6) re approval of a plan or merger not requiring shareholder approval, delete former Subdiv. (7) re authorization or approval of a reacquisition of shares and delete former Subdiv. (8) re authorization or approval of the issuance or sale of shares or the determination of rights, preferences and limitations of a class or series of shares, and added new Subsec. (h) re appointment of alternate members.

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      Secs. 33-754 and 33-755. Reserved for future use.

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(C)

STANDARDS OF CONDUCT

      Sec. 33-756. General standards for directors. (a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation.

      (b) In discharging his duties a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.

      (c) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.

      (d) For purposes of sections 33-817, 33-830, 33-831, 33-841 and 33-844, a director of a corporation which has a class of voting stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as the same has been or hereafter may be amended from time to time, in addition to complying with the provisions of subsections (a) to (c), inclusive, of this section, shall consider, in determining what he reasonably believes to be in the best interests of the corporation, (1) the long-term as well as the short-term interests of the corporation, (2) the interests of the shareholders, long-term as well as short-term, including the possibility that those interests may be best served by the continued independence of the corporation, (3) the interests of the corporation's employees, customers, creditors and suppliers, and (4) community and societal considerations including those of any community in which any office or other facility of the corporation is located. A director may also in his discretion consider any other factors he reasonably considers appropriate in determining what he reasonably believes to be in the best interests of the corporation.

      (e) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.

      (P.A. 94-186, S. 100, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-46:

      Nature of office and powers. 75 C. 762.

      Directors may not surrender or delegate their discretionary powers. 2 CS 94. Cited. 6 CS 76.

      Annotations to former section 33-313:

      Cited. 153 C. 527. Secretary ordinarily lacks inherent power to act for corporation. Apparent authority discussed. 164 C. 389. Cited. 229 C. 771, 785. Cited. 238 C. 183.

      Subsec. (d):

      Cited. 180 C. 199, 207. Cited. 189 C. 648, 649, 658. Cited. 229 C. 771, 785, 789. Cited. 238 C. 183.

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      Sec. 33-757. Liability for unlawful distribution. (a) A director who votes for or assents to a distribution made in violation of section 33-687 or 33-887a or the certificate of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 33-687 or 33-887a or the certificate of incorporation if it is established that he did not perform his duties in compliance with section 33-756 or 33-887a. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.

      (b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution: (1) From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and (2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 33-687 or 33-887a or the certificate of incorporation.

      (c) A proceeding under this section to enforce (1) the liability of a director under subsection (a) of this section is barred unless it is commenced within two years after the date (A) on which the effect of the distribution was measured under subsection (e) or (g) of section 33-687, (B) as of which a violation of subsection (a) of section 33-687 occurred as a consequence of disregarding a restriction in the certificate of incorporation, or (C) on which the distribution of assets to shareholders was made under section 33-887a; or (2) contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.

      (d) For purposes of this section, a director shall be deemed to have voted for a distribution if such director was present at the meeting of the board of directors or committee thereof at the time such distribution was authorized and did not vote in dissent therefrom, or if such director consented thereto pursuant to section 33-749.

      (P.A. 94-186, S. 101, 215; P.A. 96-271, S. 75, 76, 254; P.A. 03-18, S. 7.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 03-18 made a technical change in Subsec. (a), amended Subsecs. (a) and (b) to add references to Sec. 33-887a, and amended Subsec. (c) by adding provision re enforcement of liability of director as Subdiv. (1), designating existing provision re date on which effect of distribution was measured as Subpara. (A), adding provision re date as of which a violation of Sec. 33-687(a) occurred as Subpara. (B), adding provision re date on which distribution of assets was made under Sec. 33-887a as Subpara. (C), and adding provision re enforcement of contribution or recoupment as Subdiv. (2), effective July 1, 2003.

      Annotations to former section 33-27:

      Receiver may recover from director dividends received when capital was impaired. 72 C. 118; 77 C. 473. Cannot be construed as negating possibility of conviction of embezzlement under section 53-355 in case of defendant who is, in essence, sole owner of corporation from which funds were embezzled. 147 C. 589.

      Annotations to former section 33-46:

      Cannot give away rights of corporation. 74 C. 353. When stockholder can sue directors. 26 C. 456; 87 C. 656. Care and diligence required. 30 C. 229; 74 C. 353; 75 C. 555; 82 C. 8; 89 C. 451. Liability for fraudulent or improper diversion. 78 C. 600; 82 C. 559.

      Annotations to former section 33-321:

      Cited. 40 CA 771, 773.

      Subsec. (b):

      See section 33-356. See also 30 C. 229; 72 C. 118; 74 C. 353; 75 C. 555; 77 C. 473; 78 C. 600; 82 C. 8; Id., 559; 89 C. 451, above.

      Subdiv. (1) cited. 40 CA 771, 775.

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      Secs. 33-758 to 33-762. Reserved for future use.

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(D)

OFFICERS

      Sec. 33-763. Officers. (a) A corporation has the offices described in its bylaws or designated by the board of directors in accordance with the bylaws.

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

      (c) The bylaws or the board of directors shall 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.

      (P.A. 94-186, S. 102, 215; P.A. 01-199, S. 11.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to replace "officers" with "offices" and "appointed" with "designated", amended Subsec. (b) to add provision authorizing the board of directors to elect individuals to fill one or more offices of the corporation, replace "A duly appointed officer" with "An officer" and delete provision authorizing said officer to appoint "assistant officers" and amended Subsec. (c) to replace "delegate" with "assign", add the responsibility of "maintaining" the records, make technical changes and specify that the corporate records to be maintained and authenticated are those required to be kept under Sec. 33-945(a) and (e).

      Annotations to former section 33-48:

      An officer annually elected usually holds office until his successor is chosen. 6 C. 428; 9 C. 536; 80 C. 42; 81 C. 473. Surety on bond of officer annually elected is liable only for acts or defaults within the year. 28 C. 387. The performance of a ministerial duty by an officer may be enforced by mandamus. 65 C. 355. What determines authority of officer; apparent authority and estoppel of corporation. 69 C. 573; 71 C. 669. General officers represent and, in effect, are corporation. 79 C. 219; 85 C. 147. Admissions of officers when admissible against corporation. 72 C. 130; 88 C. 415. Notice to officer as notice to corporation. 76 C. 476; 82 C. 508. Contract signed by officers as contract of corporation. 85 C. 215; 88 C. 385. Officers as trustees; jurisdiction of equity to restrain waste and mismanagement. 87 C. 656. When resignation of officer takes effect. 88 C. 332. Officers of a corporation must be chosen in accordance with statutory method; effect of contract by vice president to hire a person as secretary without vote of directors. 97 C. 652. Corporation not liable for negligence of president in operating its automobile on his private business. 99 C. 720. Contract between president and corporation; duty of president not to engage in secret competition with corporation. 102 C. 184. Cited. 141 C. 325.

      Annotation to former section 33-319:

      Cited. 150 C. 242.

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      Sec. 33-764. Duties of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.

      (P.A. 94-186, S. 103, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-48:

      An officer annually elected usually holds office until his successor is chosen. 6 C. 428; 9 C. 536; 80 C. 42; 81 C. 473. Surety on bond of officer annually elected is liable only for acts or defaults within the year. 28 C. 387. The performance of a ministerial duty by an officer may be enforced by mandamus. 65 C. 355. What determines authority of officer; apparent authority and estoppel of corporation. 69 C. 573; 71 C. 669. General officers represent and, in effect, are corporation. 79 C. 219; 85 C. 147. Admissions of officers when admissible against corporation. 72 C. 130; 88 C. 415. Notice to officer as notice to corporation. 76 C. 476; 82 C. 508. Contract signed by officers as contract of corporation. 85 C. 215; 88 C. 385. Officers as trustees; jurisdiction of equity to restrain waste and mismanagement. 87 C. 656. When resignation of officer takes effect. 88 C. 332. Officers of a corporation must be chosen in accordance with statutory method; effect of contract by vice president to hire a person as secretary without vote of directors. 97 C. 652. Corporation not liable for negligence of president in operating its automobile on his private business. 99 C. 720. Contract between president and corporation; duty of president not to engage in secret competition with corporation. 102 C. 184. Cited. 141 C. 325.

      Annotation to former section 33-319:

      Cited. 150 C. 242.

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      Sec. 33-765. Standards of conduct for officers. (a) An officer with discretionary authority shall discharge his duties under that authority: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation.

      (b) In discharging his duties an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

      (c) An officer is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.

      (d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.

      (P.A. 94-186, S. 104, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-48:

      An officer annually elected usually holds office until his successor is chosen. 6 C. 428; 9 C. 536; 80 C. 42; 81 C. 473. Surety on bond of officer annually elected is liable only for acts or defaults within the year. 28 C. 387. The performance of a ministerial duty by an officer may be enforced by mandamus. 65 C. 355. What determines authority of officer; apparent authority and estoppel of corporation. 69 C. 573; 71 C. 669. General officers represent and, in effect, are corporation. 79 C. 219; 85 C. 147. Admissions of officers when admissible against corporation. 72 C. 130; 88 C. 415. Notice to officer as notice to corporation. 76 C. 476; 82 C. 508. Contract signed by officers as contract of corporation. 85 C. 215; 88 C. 385. Officers as trustees; jurisdiction of equity to restrain waste and mismanagement. 87 C. 656. When resignation of officer takes effect. 88 C. 332. Officers of a corporation must be chosen in accordance with statutory method; effect of contract by vice president to hire a person as secretary without vote of directors. 97 C. 652. Corporation not liable for negligence of president in operating its automobile on his private business. 99 C. 720. Contract between president and corporation; duty of president not to engage in secret competition with corporation. 102 C. 184. Cited. 141 C. 325.

      Annotation to former section 33-319:

      Cited. 150 C. 242.

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      Sec. 33-766. Resignation and removal of officers. (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 time. If a resignation is made effective at a later time and the board of directors or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.

      (b) 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.

      (P.A. 94-186, S. 105, 215; P.A. 01-199, S. 12.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to replace "date" with "time" where appearing and add references to "the appointing officer" in provision re filling of a pending vacancy when a resignation is made effective at a later time, amended Subsec. (b) to rephrase provisions, designate as Subdiv. (1) provision re removal by the board of directors, add Subdiv. (2) re removal by the officer who appointed such officer and add Subdiv. (3) re removal by any other officer authorized by the bylaws or board of directors and added Subsec. (c) to define "appointing officer".

      Annotations to former section 33-48:

      An officer annually elected usually holds office until his successor is chosen. 6 C. 428; 9 C. 536; 80 C. 42; 81 C. 473. Surety on bond of officer annually elected is liable only for acts or defaults within the year. 28 C. 387. The performance of a ministerial duty by an officer may be enforced by mandamus. 65 C. 355. What determines authority of officer; apparent authority and estoppel of corporation. 69 C. 573; 71 C. 669. General officers represent and, in effect, are corporation. 79 C. 219; 85 C. 147. Admissions of officers when admissible against corporation. 72 C. 130; 88 C. 415. Notice to officer as notice to corporation. 76 C. 476; 82 C. 508. Contract signed by officers as contract of corporation. 85 C. 215; 88 C. 385. Officers as trustees; jurisdiction of equity to restrain waste and mismanagement. 87 C. 656. When resignation of officer takes effect. 88 C. 332. Officers of a corporation must be chosen in accordance with statutory method; effect of contract by vice president to hire a person as secretary without vote of directors. 97 C. 652. Corporation not liable for negligence of president in operating its automobile on his private business. 99 C. 720. Contract between president and corporation; duty of president not to engage in secret competition with corporation. 102 C. 184. Cited. 141 C. 325.

      Annotation to former section 33-319:

      Cited. 150 C. 242.

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      Sec. 33-767. Contract rights of officers. (a) The appointment of an officer does not itself create contract rights.

      (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.

      (P.A. 94-186, S. 106, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-48:

      An officer annually elected usually holds office until his successor is chosen. 6 C. 428; 9 C. 536; 80 C. 42; 81 C. 473. Surety on bond of officer annually elected is liable only for acts or defaults within the year. 28 C. 387. The performance of a ministerial duty by an officer may be enforced by mandamus. 65 C. 355. What determines authority of officer; apparent authority and estoppel of corporation. 69 C. 573; 71 C. 669. General officers represent and, in effect, are corporation. 79 C. 219; 85 C. 147. Admissions of officers when admissible against corporation. 72 C. 130; 88 C. 415. Notice to officer as notice to corporation. 76 C. 476; 82 C. 508. Contract signed by officers as contract of corporation. 85 C. 215; 88 C. 385. Officers as trustees; jurisdiction of equity to restrain waste and mismanagement. 87 C. 656. When resignation of officer takes effect. 88 C. 332. Officers of a corporation must be chosen in accordance with statutory method; effect of contract by vice president to hire a person as secretary without vote of directors. 97 C. 652. Corporation not liable for negligence of president in operating its automobile on his private business. 99 C. 720. Contract between president and corporation; duty of president not to engage in secret competition with corporation. 102 C. 184. Cited. 141 C. 325.

      Annotation to former section 33-319:

      Cited. 150 C. 242.

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      Secs. 33-768 and 33-769. Reserved for future use.

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(E)

INDEMNIFICATION

      Sec. 33-770. Definitions. As used in sections 33-770 to 33-779, inclusive:

      (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.

      (2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.

      (3) "Disinterested director" means a director who at the time of a vote referred to in subsection (c) of section 33-773 or a vote or selection referred to in subsection (b) or (c) of section 33-775, is not (A) a party to the proceeding or (B) an individual having a familial, financial, professional or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.

      (4) "Expenses" include counsel fees.

      (5) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

      (6) "Official capacity" means: (A) When used with respect to a director, the office of director in a corporation; and (B) when used with respect to an individual other than a director, as contemplated in section 33-776, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan or other entity.

      (7) "Party" means an individual who was, is or is threatened to be made a defendant or respondent in a proceeding.

      (8) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.

      (P.A. 94-186, S. 107, 215; P.A. 97-246, S. 12, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 made definitions applicable to Sec. 33-779, amended the definition of "corporation" to delete "or other transaction in which the predecessor's existence ceased upon consummation of the transaction", amended the definition of "director" to include an "officer" within definition and replace "enterprise" with "entity", added new Subdiv. (3) defining "disinterested director", renumbering the remaining Subdivs. accordingly, amended definition of "official capacity" to replace "enterprise" with "entity", amended definition of "party" to replace "includes" with "means" and replace "named defendant" with "defendant" and amended definition of "proceeding" to add "arbitrative", effective June 27, 1997.

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      Sec. 33-771. Permissible indemnification. (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (1) (A) He conducted himself in good faith; (B) he reasonably believed (i) in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation; and (ii) in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and (C) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or (2) he engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the certificate of incorporation as authorized by subdivision (5) of subsection (b) of section 33-636.

      (b) A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (ii) of subdivision (1) of subsection (a) of this section.

      (c) The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.

      (d) Unless ordered by a court under section 33-774, a corporation may not indemnify a director under this section: (1) In connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a) of this section; or (2) in connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not involving action in his official capacity.

      (e) Notwithstanding any provision of this section to the contrary, a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify under sections 33-770 to 33-779, inclusive, except subdivision (2) of subsection (a) of this section, a director to the same extent the corporation is permitted to provide the same to a director pursuant to subdivision (1) of subsection (a) and subsections (b), (c) and (d) of this section as limited by the provisions of section 33-775.

      (P.A. 94-186, S. 108, 215; P.A. 96-271, S. 77, 254; P.A. 97-246, S. 13, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (f) to replace "articles" of incorporation with "certificate" of incorporation and "January 1, 1996" with "January 1, 1997", effective January 1, 1997; P.A. 97-246 substantially revised section, including amending Subsec. (a) to add new Subdiv. (2) re indemnification pursuant to the certificate of incorporation, revising Subsec. (d) re when a corporation may not indemnify a director, deleting former Subsec. (e) re limitation on indemnification in connection with proceeding by or in the right of the corporation, which provision was incorporated into Subsec. (d)(1), and redesignating former Subsec. (f) as Subsec. (e) and rephrasing said Subsec., effective June 27, 1997.

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      Sec. 33-772. Mandatory indemnification. A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

      (P.A. 94-186, S. 109, 215; P.A. 96-271, S. 78, 254; P.A. 97-246, S. 14, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 97-246 deleted provision that subjected the indemnification requirement to any limitation contained in the certificate of incorporation and made a technical change, effective June 27, 1997.

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      Sec. 33-773. Advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he is a director if he delivers to the corporation: (1) A written affirmation of his good faith belief that he has met the relevant standard of conduct described in section 33-771, or that the proceeding involves conduct for which liability has been limited under a provision of the certificate of incorporation as authorized by subdivision (4) of subsection (b) of section 33-636; and (2) his written undertaking to repay any funds advanced if he is not entitled to mandatory indemnification under section 33-772 and it is ultimately determined under section 33-774 or 33-775 that he has not met the relevant standard of conduct described in section 33-771.

      (b) The undertaking required by subdivision (2) of subsection (a) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

      (c) Authorizations under this section shall be made: (1) By the board of directors: (A) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or (B) if there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with section 33-752, in which authorization directors who do not qualify as disinterested directors may participate; or (2) by the shareholders, provided shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization.

      (P.A. 94-186, S. 110, 215; P.A. 97-246, S. 15, 99; P.A. 98-137, S. 8, 62; 98-219, S. 33, 34.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 substantially revised section, including amending Subsec. (a) to revise the documentation required in order to permit the corporation to advance funds and delete the requirement of a prior determination that the facts then known would not preclude indemnification and amending Subsec. (c) to replace provision that required authorizations of payments to be made in the manner specified in Sec. 33-775 with provision specifying the procedure for authorizations to be made by the board of directors and by the shareholders, effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to replace in Subdiv. (1) "conduct for which liability has been eliminated" with "conduct for which liability has been limited", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

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      Sec. 33-774. Court-ordered indemnification and advance for expenses. (a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall: (1) Order indemnification if it determines that the director is entitled to mandatory indemnification under section 33-772; (2) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by subsection (a) of section 33-778; or (3) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable (A) to indemnify the director or (B) to advance expenses to the director, even if he has not met the relevant standard of conduct set forth in subsection (a) of section 33-771, failed to comply with section 33-773 or was adjudged liable in a proceeding referred to in subdivision (1) or (2) of subsection (d) of section 33-771, provided if he was adjudged so liable his indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.

      (b) If the court determines that the director is entitled to indemnification under subdivision (1) of subsection (a) of this section or to indemnification or advance for expenses under subdivision (2) of subsection (a) of this section, it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subdivision (3) of subsection (a) of this section, it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses.

      (P.A. 94-186, S. 111, 215; P.A. 96-271, S. 79, 254; P.A. 97-246, S. 16, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 97-246 substantially revised section, including requiring, rather than authorizing, the court to order indemnification if it determines the director is so entitled and making section applicable to applications for an advance for expenses, effective June 27, 1997.

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      Sec. 33-775. Determination and authorization of indemnification. (a) A corporation may not indemnify a director under section 33-771 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because he has met the relevant standard of conduct set forth in said section.

      (b) The determination shall be made:

      (1) If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;

      (2) By special legal counsel (A) selected in the manner prescribed in subdivision (1) of this subsection, or (B) if there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or

      (3) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.

      (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.

      (P.A. 94-186, S. 112, 215; P.A. 97-246, S. 17, 99; P.A. 01-199, S. 13.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 substantially revised section, including amending Subsec. (b) to revise the manner for determining whether indemnification is permissible and amending Subsec. (c) to revise the manner for authorizing indemnification, effective June 27, 1997; P.A. 01-199 amended Subsec. (c) to add "or if the determination is made by special legal counsel".

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      Sec. 33-776. Indemnification of and advance for expenses to officers, employees and agents. (a) A corporation may indemnify and advance expenses under sections 33-770 to 33-779, inclusive, to an officer, employee or agent of the corporation who is a party to a proceeding because he is an officer, employee or agent of the corporation (1) to the same extent as a director, and (2) if he is an officer, employee or agent but not a director, to such further extent, consistent with public policy, as may be provided by contract, the certificate of incorporation, the bylaws or a resolution of the board of directors. A corporation may delegate to its general counsel or other specified officer or officers the ability under this subsection to determine that indemnification or advance for expenses to such officer, employee or agent is permissible and the ability to authorize payment of such indemnification or advance for expenses. Nothing in this subdivision shall in any way limit either the ability or the obligation of a corporation to indemnify and advance expenses under other applicable law to any officer, employee or agent who is not a director.

      (b) The provisions of subdivision (2) of subsection (a) of this section shall apply to an officer, employee or agent who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer, employee or agent.

      (c) An officer, employee or agent of a corporation who is not a director is entitled to mandatory indemnification under section 33-772 and may apply to a court under section 33-774 for indemnification or advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under said sections.

      (d) A corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify under sections 33-770 to 33-779, inclusive, except subdivision (2) of subsection (a) of section 33-771, each officer, employee or agent of the corporation who is not a director to the same extent as the corporation is permitted to provide the same to a director pursuant to subdivision (1) of subsection (a) and subsections (b), (c) and (d) of section 33-771, as limited by section 33-775, and for this purpose the determination required by section 33-775 may in addition be made by the general counsel of the corporation, or such other or additional officer or officers as the board of directors may specify.

      (P.A. 94-186, S. 113, 215; P.A. 96-271, S. 80, 254; P.A. 97-246, S. 18, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, amended Subdiv. (3) to add "Notwithstanding subdivision (4) of this section" and add provision permitting the delegation to the general counsel or other specified officer the ability to authorize such indemnification and the responsibility to determine whether any conditions to such indemnification or advance of expenses have been established and amended Subdiv. (4) to replace "January 1, 1996" with "January 1, 1997" and add provision authorizing the determination required by Sec. 33-775 to be made by the general counsel or such other or additional officer or officers as the board of directors may specify, effective January 1, 1997; P.A. 97-246 substantially revised section, effective June 27, 1997.

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      Sec. 33-777. Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the corporation would have power to indemnify or advance expenses to him against the same liability under sections 33-770 to 33-779, inclusive.

      (P.A. 94-186, S. 114, 215; P.A. 97-246, S. 19, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 revised and rephrased section, including adding reference to the corporation's power to advance expenses to an individual and replacing the reference to "section 33-771 or 33-772" with "sections 33-770 to 33-779, inclusive," effective June 27, 1997.

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      Sec. 33-778. Variation by corporate action. (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. 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.

      (b) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the certificate of incorporation, bylaws or resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by subdivision (3) of subsection (a) of section 33-820.

      (c) A corporation may, by a provision in its certificate of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to sections 33-770 to 33-779, inclusive.

      (d) Sections 33-770 to 33-779, inclusive, do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he is not a party.

      (P.A. 94-186, S. 115, 215; P.A. 96-271, S. 81, 254; P.A. 97-246, S. 20, 99; P.A. 01-199, S. 14.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 97-246 substantially revised section, including adding Subsec. (b) re limitation on indemnification of or advance for expenses to a director of a predecessor of the corporation and adding Subsec. (c) authorizing a corporation in its certificate of incorporation to limit statutory rights of indemnification and advance for expenses, effective June 27, 1997; P.A. 01-199 amended Subsec. (a) to provide that obligatory provision shall be deemed to satisfy the requirements for authorization in Sec. 33-773(c) and Sec. 33-775(c).

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      Sec. 33-779. Exclusivity of provisions. A corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by sections 33-770 to 33-778, inclusive.

      (P.A. 97-246, S. 21, 99.)

      History: P.A. 97-246 effective June 27, 1997.

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      Sec. 33-780. Reserved for future use.

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(F)

DIRECTORS' CONFLICTING INTEREST TRANSACTIONS

      Sec. 33-781. Definitions. As used in sections 33-781 to 33-784, inclusive:

      (1) "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, if:

      (A) Whether or not the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that he or a related person is a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director's judgment if he were called upon to vote on the transaction; or

      (B) The transaction is brought, or is of such character and significance to the corporation that it would in the normal course be brought, before the board of directors of the corporation for action, and the director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the person that the interest would reasonably be expected to exert an influence on the director's judgment if he were called upon to vote on the transaction: (i) An entity, other than the corporation, of which the director is a director, general partner, agent or employee; (ii) a person that controls one or more of the entities specified in subparagraph (B)(i) of this subdivision or an entity that is controlled by, or is under common control with, one or more of the entities specified in subparagraph (B)(i) of this subdivision; or (iii) an individual who is a general partner, principal or employer of the director.

      (2) "Director's conflicting interest transaction" with respect to a corporation means a transaction effected or proposed to be effected by the corporation or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, respecting which a director of the corporation has a conflicting interest.

      (3) "Related person" of a director means (A) the spouse of the director, or a parent or sibling thereof, or a child, grandchild, sibling or parent of the director, or the spouse of any thereof, or an individual having the same home as the director, or a trust or estate of which an individual specified in this subparagraph is a substantial beneficiary, or (B) a trust, estate, incompetent, conservatee or minor of which the director is a fiduciary.

      (4) "Required disclosure" means disclosure by the director who has a conflicting interest of (A) the existence and nature of his conflicting interest, and (B) all facts known to him respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.

      (5) "Time of commitment" respecting a transaction means the time when the transaction is consummated or, if made pursuant to contract, the time when the corporation, or its subsidiary or the entity in which it has a controlling interest, becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability or other damage.

      (P.A. 94-186, S. 116, 215; P.A. 96-271, S. 82, 254; P.A. 97-246, S. 85, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 made technical changes, effective January 1, 1997; P.A. 97-246 rephrased definition of "related person" in Subdiv. (3), effective June 27, 1997.

      Annotation to former section 33-46:

      Contract between director and corporation; when voidable; authorization, and ratification or estoppel, by stockholders. 104 C. 683.

      Annotations to former section 33-323:

      Cited. 151 C. 437, 445. Cited. 153 C. 527, 534. Cited. 168 C. 201, 207, 208. Cited. 186 C. 587, 589-591. Cited. 229 C. 771, 794, 797, 798.

      Cited. 1 CA 656, 659.

      Subsec. (a):

      Director's sale of stock and loans to corporation found not improper. 180 C. 199, 208. Subdiv. (4) cited. 229 C. 771, 772, 798.

      Subsec. (d):

      Subdiv. (3): Director's sale of stock and loans to corporation found to be prima facie fair. 180 C. 199, 210.

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      Sec. 33-782. Judicial action. (a) A transaction effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, that is not a director's conflicting interest transaction may not be enjoined, set aside or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which he has a personal, economic or other association, has an interest in the transaction.

      (b) A director's conflicting interest transaction may not be enjoined, set aside or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which he has a personal, economic or other association, has an interest in the transaction, if: (1) Directors' action respecting the transaction was at any time taken in compliance with section 33-783; (2) shareholders' action respecting the transaction was at any time taken in compliance with section 33-784; or (3) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.

      (P.A. 94-186, S. 117, 215; P.A. 96-271, S. 83, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to add "or" prior to Subdiv. (3), effective January 1, 1997.

      Annotation to former section 33-46:

      Contract between director and corporation; when voidable; authorization, and ratification or estoppel, by stockholders. 104 C. 683.

      Annotations to former section 33-323:

      Cited. 151 C. 437, 445. Cited. 153 C. 527, 534. Cited. 168 C. 201, 207, 208. Cited. 186 C. 587, 589-591. Cited. 229 C. 771, 794, 797, 798.

      Cited. 1 CA 656, 659.

      Subsec. (a):

      Director's sale of stock and loans to corporation found not improper. 180 C. 199, 208. Subdiv. (4) cited. 229 C. 771, 772, 798.

      Subsec. (d):

      Subdiv. (3): Director's sale of stock and loans to corporation found to be prima facie fair. 180 C. 199, 210.

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      Sec. 33-783. Directors' action. (a) Directors' action respecting a transaction is effective for purposes of subdivision (1) of subsection (b) of section 33-782 if the transaction received the affirmative vote of a majority, but no fewer than two, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with subsection (b) of this section; provided that action by a committee is so effective only if (1) all its members are qualified directors, and (2) its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.

      (b) If a director has a conflicting interest respecting a transaction, but neither he nor a related person of the director specified in subparagraph (A) of subdivision (3) of section 33-781 is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the disclosure described in subparagraph (B) of subdivision (4) of section 33-781, then disclosure is sufficient for purposes of subsection (a) of this section if the director (1) discloses to the directors voting on the transaction the existence and nature of his conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction, and (2) plays no part, directly or indirectly, in their deliberations or vote.

      (c) A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.

      (d) For purposes of this section, "qualified director" means, with respect to a director's conflicting interest transaction, any director who does not have either (1) a conflicting interest respecting the transaction, or (2) a familial, financial, professional or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.

      (P.A. 94-186, S. 118, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotation to former section 33-46:

      Contract between director and corporation; when voidable; authorization, and ratification or estoppel, by stockholders. 104 C. 683.

      Annotations to former section 33-323:

      Cited. 151 C. 437, 445. Cited. 153 C. 527, 534. Cited. 168 C. 201, 207, 208. Cited. 186 C. 587, 589-591. Cited. 229 C. 771, 794, 797, 798.

      Cited. 1 CA 656, 659.

      Subsec. (a):

      Director's sale of stock and loans to corporation found not improper. 180 C. 199, 208. Subdiv. (4) cited. 229 C. 771, 772, 798.

      Subsec. (d):

      Subdiv. (3): Director's sale of stock and loans to corporation found to be prima facie fair. 180 C. 199, 210.

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      Sec. 33-784. Shareholders' action. (a) Shareholders' action respecting a transaction is effective for purposes of subdivision (2) of subsection (b) of section 33-782 if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after (1) notice to shareholders describing the director's conflicting interest transaction, (2) provision of the information referred to in subsection (d) of this section, and (3) required disclosure to the shareholders who voted on the transaction, to the extent the information was not known by them.

      (b) For purposes of this section, "qualified shares" means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.

      (c) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Subject to the provisions of subsections (d) and (e) of this section, shareholders' action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.

      (d) For purposes of compliance with subsection (a) of this section, a director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned, or the voting of which is controlled, by the director or by a related person of the director, or both.

      (e) If a shareholders' vote does not comply with subsection (a) of this section solely because of a failure of a director to comply with subsection (d) of this section, and if the director establishes that his failure did not determine and was not intended by him to influence the outcome of the vote, the court may, with or without further proceedings respecting subdivision (3) of subsection (b) of section 33-782, take such action respecting the transaction and the director and give such effect, if any, to the shareholders' vote, as it considers appropriate in the circumstances.

      (P.A. 94-186, S. 119, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotation to former section 33-46:

      Contract between director and corporation; when voidable; authorization, and ratification or estoppel, by stockholders. 104 C. 683.

      Annotations to former section 33-323:

      Cited. 151 C. 437, 445. Cited. 153 C. 527, 534. Cited. 168 C. 201, 207, 208. Cited. 186 C. 587, 589-591. Cited. 229 C. 771, 794, 797, 798.

      Cited. 1 CA 656, 659.

      Subsec. (a):

      Director's sale of stock and loans to corporation found not improper. 180 C. 199, 208. Subdiv. (4) cited. 229 C. 771, 772, 798.

      Subsec. (d):

      Subdiv. (3): Director's sale of stock and loans to corporation found to be prima facie fair. 180 C. 199, 210.

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      Secs. 33-785 to 33-794. Reserved for future use.

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PART IX
AMENDMENT OF CERTIFICATE OF INCORPORATION AND BYLAWS

(A)

AMENDMENT OF CERTIFICATE OF INCORPORATION

      Sec. 33-795. Authority to amend. (a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the certificate of incorporation.

      (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose or duration of the corporation.

      (P.A. 94-186, S. 120, 215; P.A. 96-271, S. 84, 254; P.A. 03-18, S. 8.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) to make technical changes, effective July 1, 2003.

      Annotation to former section 33-40:

      Certified copies of amendments to certificate of incorporation adopted before filing certificate of organization must be filed in town clerk's office. Atty. Gen. Rep. 1909-1910, p. 57.

      Annotations to former section 33-107:

      Effect of failure to file certificate under former statute. 72 C. 664. Meaning of "capital stock"; it may be increased by stock dividend. 83 C. 43. Effect of failure to comply with provisions of present statute is to make stock invalid. 106 C. 54. "Location" refers to place where governing power of corporation is exercised not where labor is performed; change of location means such location as articles of association prescribe. 113 C. 643. Cited. 131 C. 31.

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      Sec. 33-796. Amendment by board of directors. Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without shareholder approval: (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) to delete the names and addresses of the initial directors; (3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of the State; (4) if the corporation has only one class of shares outstanding (A) to change each issued and unissued authorized share of the class into a greater number of whole shares of such class, or (B) to increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend; (5) to change the corporate name by substituting the word "corporation", "incorporated", "company", "Societa per Azioni" or "limited", or the abbreviation "corp.", "inc.", "co.", "S.p.A." or "ltd.", for a similar word or abbreviation in the name or by adding, deleting or changing a geographical attribution for the name; (6) to reflect a reduction in authorized shares, as a result of the operation of subsection (b) of section 33-684, when the corporation has acquired its own shares and the certificate of incorporation prohibits the reissue of the acquired shares; (7) to delete a class of shares from the certificate of incorporation, as a result of the operation of subsection (b) of section 33-684, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the certificate of incorporation prohibits the reissue of the acquired shares; or (8) to make any other change expressly permitted by sections 33-600 to 33-998, inclusive, to be made without shareholder approval.

      (P.A. 94-186, S. 121, 215; P.A. 96-271, S. 85, 254; P.A. 03-18, S. 9.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 03-18 deleted reference to adoption of "one or more" amendments, replaced references to shareholder "action" with shareholder "approval", amended Subdiv. (4) to designate existing provisions as Subpara. (A), make technical changes and add Subpara. (B) re increase in authorized shares to permit issuance of share dividend, added new Subdiv. (6) re reduction in authorized shares as a result of the operation of Sec. 33-684(b), added Subdiv. (7) re deletion of a class of shares as a result of the operation of Sec. 33-684(b), and redesignated existing Subdiv. (6) as Subdiv. (8), effective July 1, 2003.

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      Sec. 33-797. Amendment by board of directors and shareholders. (a) If a corporation has issued shares, an amendment to the certificate of incorporation shall be adopted as provided in this section. A proposed amendment must be adopted by the board of directors.

      (b) Except as provided in sections 33-796, 33-801, and 33-802, after adopting the proposed amendment, the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for such determination.

      (c) The board of directors may condition its submission of the amendment to the shareholders on any basis.

      (d) If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment.

      (e) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by voting groups, and except as provided in subsection (f) of this section, the amendment to be adopted must be approved by: (1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create appraisal rights; and (2) the votes required by sections 33-709 and 33-710 by every other voting group entitled to vote on the amendment.

      (f) Notwithstanding any provision of subsection (e) of this section to the contrary, an amendment to the certificate of incorporation of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, and which at the time of any shareholder vote on such a proposed amendment has less than one hundred shareholders of record, shall, unless the certificate of incorporation of such corporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon.

      (P.A. 94-186, S. 122, 215; P.A. 96-271, S. 86-88, 254; P.A. 03-18, S. 10.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing and amended Subsec. (f) to replace "January 1, 1996" with "January 1, 1997", effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re adoption of amendment if corporation has issued shares and re adoption of proposed amendment by the board, amended Subsec. (b) by making technical changes, adding exception for provisions of Secs. 33-796, 33-801 and 33-802, replacing provision requiring the board to recommend the amendment to the shareholders in order for the amendment to be adopted with provision requiring the board to submit the amendment to the shareholders for their approval after the amendment is adopted, adding provision requiring the board to transmit to the shareholders a recommendation that the shareholders approve the amendment, deleting provisions re communication of basis for determination to the shareholders and re shareholder approval of the amendment as provided in Subsec. (e) and adding provision requiring board to transmit to the shareholders the basis for its determination not to recommend approval of the amendment, amended Subsec. (c) by replacing "submission of the proposed amendment" with "submission of the amendment to the shareholders", amended Subsec. (d) by adding provision re notice if the amendment is required to be approved by the shareholders at a meeting, replacing provision re notice of proposed shareholder meeting in accordance with Sec. 33-699 with provision re notice of meeting of shareholders at which the amendment is to be submitted for approval, deleting references to proposed amendment and summary of the amendment and making technical changes, amended Subsec. (e) by replacing "dissenter's rights" with "appraisal rights" and amended Subsec. (f) by making a technical change, effective July 1, 2003.

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      Sec. 33-798. Voting on amendments by voting groups. (a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by sections 33-600 to 33-998, inclusive, on a proposed amendment to the certificate of incorporation if the amendment would:

      (1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

      (2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

      (3) Change the rights, preferences or limitations of all or part of the shares of the class;

      (4) Change the shares of all or part of the class into a different number of shares of the same class;

      (5) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;

      (6) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;

      (7) Limit or deny an existing preemptive right of all or part of the shares of the class; or

      (8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.

      (b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.

      (c) If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the certificate of incorporation or required by the board of directors.

      (d) A class or series of shares is entitled to the voting rights granted by this section although the certificate of incorporation provides that the shares are nonvoting shares.

      (P.A. 94-186, S. 123, 215; P.A. 96-271, S. 89, 254; P.A. 03-18, S. 11.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (d) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding provision re voting as separate voting group if corporation has more than one class of shares outstanding, deleting former Subdiv. (1) re increase or decrease in aggregate number of authorized shares of the class, redesignating existing Subdivs. (2) to (9) as Subdivs. (1) to (8), deleting "designation" in Subdiv. (3), deleting "or substantially equal" in Subdivs. (5) and (6), deleting "or dividends" and replacing "declared" with "authorized" in Subdiv. (8) and making technical changes, amended Subsec. (b) by adding reference to holders of shares and amended Subsec. (c) by adding references to holders and classes and adding provision re unless otherwise provided in the certificate of incorporation or required by the board, effective July 1, 2003.

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      Sec. 33-799. Amendment before issuance of shares. If a corporation has not yet issued shares, its board of directors, or the incorporators if it has no board of directors, may adopt one or more amendments to the corporation's certificate of incorporation.

      (P.A. 94-186, S. 124, 215; P.A. 96-271, S. 90, 254; P.A. 03-18, S. 12.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 replaced "incorporators or board of directors" with "board of directors, or the incorporators if it has no board of directors", effective July 1, 2003.

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      Sec. 33-800. Certificate of amendment. After an amendment to the certificate of incorporation has been adopted and approved in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation, the corporation shall deliver to the Secretary of the State for filing a certificate of amendment, that shall set forth: (1) The name of the corporation; (2) the text of each amendment adopted, or the information required by subsection (l) of section 33-608; (3) if an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the certificate of amendment in accordance with subsection (l) of section 33-608; (4) the date of each amendment's adoption; (5) if an amendment (A) was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required, or (B) required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation; and (6) if an amendment is being filed pursuant to subsection (l) of section 33-608, a statement to that effect.

      (P.A. 94-186, S. 125, 215; P.A. 96-271, S. 91, 254; P.A. 03-18, S. 13; 03-158, S. 9.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation and "articles" of amendment with "certificate" of amendment, effective January 1, 1997; P.A. 03-18 replaced provision re corporation amending its certificate of incorporation with provision re after an amendment to the certificate of incorporation has been adopted and approved, amended Subdiv. (5) by replacing former provisions with provisions re statement if amendment was adopted without shareholder approval and re statement if amendment required shareholder approval, deleted former Subdiv. (6) re amendment approved by shareholders and made technical changes, effective July 1, 2003; P.A. 03-158 added provisions re information required by Sec. 33-608(l) in Subdiv. (2), added provisions re facts objectively ascertainable in accordance with Sec. 33-608(l) and made technical changes in Subdiv. (3), and added new Subdiv. (6) re amendment filed pursuant to Sec. 33-608(l).

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      Sec. 33-801. Restated certificate of incorporation. (a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without shareholder approval, to consolidate all amendments to the certificate of incorporation into a single document.

      (b) If the restated certificate of incorporation includes one or more new amendments that require shareholder approval, the new amendments must be adopted and approved as provided in section 33-797.

      (c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with (1) a statement that the restated certificate of incorporation consolidates all amendments into a single document, and (2) if a new amendment is included in the restated certificate of incorporation, the statement required under section 33-800.

      (d) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.

      (e) The Secretary of the State may certify a restated certificate of incorporation as the certificate of incorporation currently in effect, without including the statement information required by subsection (c) of this section.

      (P.A. 94-186, S. 126, 215; P.A. 96-271, S. 92, 254; P.A. 97-246, S. 22, 23, 99; P.A. 03-18, S. 14.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing and amended Subsec. (d) to replace "articles" of restatement with "certificate" of restatement, effective January 1, 1997; P.A. 97-246 amended Subsecs. (d) and (f) to replace "certificate" with "statement", effective June 27, 1997; P.A. 03-18 amended Subsec. (a) by replacing "action" with "approval" and adding provision re consolidation of all amendments to the certificate of incorporation into a single document, amended Subsec. (b) by replacing provisions re inclusion in the restatement of one or more amendments to the certificate of incorporation and re inclusion of amendment requiring shareholder approval with provision re adoption and approval of one or more new amendments that require shareholder approval and are included in the restated certificate of incorporation, deleted former Subsec. (c) re notice to shareholders, redesignated existing Subsecs. (d) to (f) as new Subsecs. (c) to (e), amended Subsec. (c) by making a technical change, deleting former Subdivs. (1) and (2) and adding new Subdivs. (1) and (2) re statement that restated certificate of incorporation consolidates all amendments into a single document and re statement required under Sec. 33-800, and amended Subsec. (e) by making a technical change, effective July 1, 2003.

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      Sec. 33-802. Amendment pursuant to reorganization. (a) A corporation's certificate of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a law of the United States.

      (b) The individual or individuals designated by the court shall deliver to the Secretary of the State for filing a certificate of amendment setting forth: (1) The name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the certificate of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal statute.

      (c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

      (P.A. 94-186, S. 127, 215; P.A. 96-271, S. 93, 94, 254; P.A. 03-18, S. 15.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation and amended Subsec. (b) to replace "articles" of amendment with "certificate" of amendment, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by deleting provision re amendment without board or shareholder action if the certificate of incorporation after amendment contains only provisions required or permitted by Sec. 33-636 and replacing "federal statute" with "a law of the United States", amended Subsec. (b) by replacing "federal law" with "federal statute", deleted former Subsec. (c) re dissenters' rights and redesignated existing Subsec. (d) as new Subsec. (c), effective July 1, 2003.

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      Sec. 33-803. Effect of amendment. An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.

      (P.A. 94-186, S. 128, 215; P.A. 96-271, S. 95, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

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      Secs. 33-804 and 33-805. Reserved for future use.

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(B)

AMENDMENT OF BYLAWS

      Sec. 33-806. Amendment by shareholders or board of directors. (a) A corporation's shareholders may amend or repeal the corporation's bylaws.

      (b) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The certificate of incorporation or section 33-808 reserves such power exclusively to the shareholders in whole or part; or (2) the shareholders, in amending, repealing or adopting a particular bylaw, expressly provide that the board of directors may not amend, repeal or reinstate that bylaw.

      (P.A. 94-186, S. 129, 215; P.A. 96-271, S. 96, 254; P.A. 03-18, S. 16.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 added new Subsec. (a) re shareholder amendment or repeal of bylaws, redesignated existing Subsec. (a) as new Subsec. (b) and amended same by deleting reference to Secs. 33-600 to 33-998, adding references to Sec. 33-808, adopting a bylaw and reinstating a bylaw and making technical changes, and deleted former Subsec. (b) re shareholder amendment or repeal of bylaws, effective July 1, 2003.

      Board of directors can amend corporation's bylaws, but only if bylaws or certificate of incorporation does not reserve such power to the shareholders. 72 CA 426.

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      Sec. 33-807. Bylaw increasing quorum or voting requirement for shareholders. (a) If authorized by the certificate of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders or voting groups of shareholders than is required by sections 33-600 to 33-998, inclusive. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

      (b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this section may not be adopted, amended or repealed by the board of directors.

      (P.A. 94-186, S. 130, 215; P.A. 96-271, S. 97, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

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      Sec. 33-808. Bylaw increasing quorum or voting requirement for directors. (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally adopted by the shareholders, only by the shareholders; (2) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

      (b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

      (c) Action by the board of directors under subdivision (2) of subsection (a) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

      (P.A. 94-186, S. 131, 215.)

      History: P.A. 94-186 effective January 1, 1997.

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      Secs. 33-809 to 33-813. Reserved for future use.

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PART X
MERGER AND SHARE EXCHANGE

      *Annotation to former chapter 599, part IX:

      Cited. 44 CS 12, 14.

      Sec. 33-814. Definitions. As used in this section and sections 33-815 to 33-821a, inclusive:

      (1) "Interests" means the proprietary interests in an other entity.

      (2) "Merger" means a business combination pursuant to section 33-815.

      (3) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.

      (4) "Other entity" means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, but not limited to, a partnership, limited partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

      (5) "Party to a merger" means any domestic or foreign corporation or other entity that will merge under a plan of merger.

      (6) "Party to a share exchange" means any domestic or foreign corporation or other entity that will: (A) Acquire shares or interests of another corporation or an other entity in a share exchange; or (B) have all of its shares or interests or all of one or more classes or series of its shares or interests acquired in a share exchange.

      (7) "Share exchange" means a business combination pursuant to section 33-816.

      (8) "Survivor" means, in a merger, the corporation or other entity into which one or more other corporations or other entities are merged. A survivor of a merger may preexist the merger or be created by the merger.

      (P.A. 03-18, S. 17.)

      History: P.A. 03-18 effective July 1, 2003.

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      Sec. 33-815. Merger. (a) One or more domestic corporations may, in accordance with the provisions of this section, merge with one or more domestic or foreign corporations or other entities pursuant to a plan of merger.

      (b) A foreign corporation, or a domestic or foreign other entity, may be a party to a merger, or may be created by the terms of a plan of merger, only if: (1) The merger is permitted by the law of the state or country under which such corporation or other entity is organized or by which it is governed; and (2) in effecting the merger, such corporation or other entity complies with such law and with its certificate of incorporation or organizational documents.

      (c) The plan of merger must include: (1) The name of each corporation or other entity that will merge and the name of the corporation or other entity that will be the survivor of the merger; (2) the terms and conditions of the merger; (3) the manner and basis of converting the shares of each merging corporation and interests of each merging other entity into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; (4) the certificate of incorporation of any corporation, or the organizational documents of any other entity, to be created by the merger or, if a new corporation or other entity is not to be created by the merger, any amendments to the survivor's certificate of incorporation or organizational documents; and (5) any other provisions required by the law of the state or country under which any party to the merger is organized or by which it is governed, or by the certificate of incorporation or organizational documents of any such party.

      (d) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

      (e) The plan of merger may also include a provision that the plan may be amended prior to filing a certificate of merger with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be received by the shareholders of or owners of interests in any party to the merger upon conversion of their shares or interests under the plan; (2) change the certificate of incorporation of any corporation, or the organizational documents of any other entity, that will survive or be created as a result of the merger, except for changes permitted by section 33-796 or by comparable provisions of the law of the state or country under which the foreign corporation or foreign other entity is organized or by which it is governed; or (3) change any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

      (P.A. 94-186, S. 132, 215; P.A. 96-271, S. 98, 254; P.A. 03-18, S. 18; 03-158, S. 10; P.A. 04-50, S. 1; 04-99, S. 1.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (c) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding provision re merger of domestic corporations in accordance with the provisions of section, deleting provision re adoption of plan of merger by board of each corporation and approval of plan by shareholders if required by Sec. 33-817, and adding provision re merger with a domestic or foreign corporation or other entity pursuant to a plan of merger, added new Subsec. (b) re foreign corporation or domestic or foreign other entity may be party to or created by merger, redesignated existing Subsec. (b) as new Subsec. (c) and amended same by replacing "corporation planning to merge" with "corporation or other entity that will merge" and replacing "surviving corporation into which each other corporation plans to merge" with "corporation or other entity that will be the survivor of the merger" in Subdiv. (1), replacing provisions re conversion of shares of each corporation with provisions re conversion of shares of each merging corporation and interests of each merging other entity in Subdiv. (3), adding Subdiv. (4) re inclusion of certificate of incorporation or organizational documents, adding Subdiv. (5) re inclusion of other provisions and making technical changes, deleted former Subsec. (c) re provisions set forth in plan of merger, added Subsec. (d) re terms of plan of merger made dependent on facts objectively ascertainable outside the plan, and added Subsec. (e) re amendment of plan of merger, effective July 1, 2003; P.A. 03-158 added Subsec. (f) re terms dependent on facts objectively ascertainable outside the plan; P.A. 04-50 deleted former Subsec. (d) re terms of plan of merger made dependent on facts objectively ascertainable outside the plan and redesignated provisions of existing Subsec. (f) re terms dependent on facts objectively ascertainable outside the plan as new Subsec. (d), effective May 4, 2004; P.A. 04-99 amended Subsec. (a) by replacing "a domestic or foreign corporation or other entity" with "one or more domestic or foreign corporations or other entities", effective May 10, 2004.

      Annotation to former section 33-108:

      Corporation organized under special law may not merge with another corporation except under special legislative authority. Atty. Gen. Rep., 1917-1918, p. 62.

      Annotations to former section 33-364:

      Sec. 33-364 et seq. cited. 178 C. 262, 267, 272. Cited. 213 C. 184, 186.

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      Sec. 33-816. Share exchange. (a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or of a foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange; or (2) all of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic corporation or by a foreign corporation or other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange.

      (b) A foreign corporation, or a domestic or foreign other entity, may be a party to a share exchange only if: (1) The share exchange is permitted by the law of the state or country under which such corporation or other entity is organized or by which it is governed; and (2) in effecting the share exchange, such corporation or other entity complies with such law and with its certificate of incorporation or organizational documents.

      (c) The plan of share exchange must include: (1) The name of each corporation or other entity whose shares or interests will be acquired and the name of the corporation or other entity that will acquire such shares or interests; (2) the terms and conditions of the share exchange; (3) the manner and basis of exchanging shares of a corporation or interests in an other entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; and (4) any other provisions required by the law of the state or country under which any party to the share exchange is organized or by which it is governed or by the certificate of incorporation or organizational documents of any such party.

      (d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

      (e) The plan of share exchange may also include a provision that the plan may be amended prior to the filing of a certificate of share exchange with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be issued by the corporation or to be received by the shareholders of or owners of interests in any party to the share exchange in exchange for their shares or interests under the plan; or (2) change any of the terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

      (f) This section does not limit the power of a domestic corporation to acquire shares of another corporation or interests in an other entity in a transaction other than a share exchange.

      (P.A. 94-186, S. 133, 215; P.A. 03-18, S. 19; 03-158, S. 11; P.A. 04-50, S. 2.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding "Through a share exchange", replacing "corporation" with "domestic corporation" and "outstanding shares" with "shares", deleting provision re adoption of exchange by board of each corporation and approval of exchange by shareholders if required by Sec. 33-817, adding Subdiv. (1) re acquisition by domestic corporation of shares of domestic or foreign corporation or interests of domestic or foreign other entity pursuant to plan of share exchange, and adding Subdiv. (2) re acquisition by domestic or foreign corporation or other entity of shares of domestic corporation pursuant to plan of share exchange, deleted former Subsecs. (b), (c) and (d) re plan of exchange and power to acquire shares through voluntary exchange or otherwise, added new Subsec. (b) re foreign corporation or domestic or foreign other entity may be party to share exchange, added new Subsec. (c) re requirements for plan of share exchange, added new Subsec. (d) re terms of plan of share exchange made dependent on facts objectively ascertainable outside the plan, added Subsec. (e) re amendment of plan of share exchange, and added Subsec. (f), redesignated as Subsec. (g) by the Revisors to allow insertion of Subsec. added by P.A. 03-158 as Subsec. (f), re power to acquire shares or interests in transaction other than a share exchange, effective July 1, 2003; P.A. 03-158 added new Subsec., designated as Subsec. (f) by the Revisors, re terms dependent on facts objectively ascertainable outside the plan; P.A. 04-50 deleted former Subsec. (d) re terms of plan of share exchange made dependent on facts objectively ascertainable outside the plan, redesignated provisions of existing Subsec. (f) re terms dependent on facts objectively ascertainable outside the plan as new Subsec. (d) and redesignated existing Subsec. (g) re power to acquire shares or interests in transaction other than a share exchange as new Subsec. (f), effective May 4, 2004.

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      Sec. 33-817. Action on plan of merger or share exchange. In the case of a domestic corporation that is a party to a merger or a share exchange:

      (1) The plan of merger or share exchange must be adopted by the board of directors.

      (2) Except as provided in subdivision (7) of this section and section 33-818, after adopting the plan of merger or share exchange, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for such determination.

      (3) The board of directors may condition its submission of the plan merger or share exchange to the shareholders on any basis.

      (4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the certificate of incorporation or organizational documents of such existing corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the certificate of incorporation or organizational documents of the new corporation or other entity.

      (5) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the board of directors acting pursuant to subdivision (3) of this section requires a greater vote or a vote by voting groups, and except as provided in subdivision (9) of this section, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

      (6) Separate voting by voting groups is required: (A) On a plan of merger, by each class or series of shares that (i) are to be converted, pursuant to the provisions of the plan of merger, into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, or (ii) would have a right to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the certificate of incorporation, would require action by separate voting groups under section 33-798; (B) on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and (C) on a plan of merger or share exchange, if the voting group is entitled under the certificate of incorporation to vote as a voting group to approve a plan of merger or share exchange.

      (7) Unless the certificate of incorporation otherwise provides, approval by the corporation's shareholders of a plan of merger or share exchange is not required if: (A) The corporation will be the survivor in the merger or is the acquiring corporation in the share exchange; (B) except for amendments permitted by section 33-796, its certificate of incorporation will not be changed; and (C) each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or the share exchange will hold the same number of shares, with identical preferences, limitations and relative rights, immediately after the effective date of the merger or the share exchange.

      (8) If, as a result of a merger or a share exchange, one or more shareholders of a domestic corporation would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each such shareholder, of a separate written consent to become subject to such personal liability.

      (9) Notwithstanding any provision of subdivision (5) of this section to the contrary, a plan of merger or share exchange of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, to be authorized by such corporation, shall be approved by (A) the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless the certificate of incorporation expressly provides otherwise, provided if such corporation is the surviving corporation of such merger and such plan of merger will not effect any change in or amendment to the certificate of incorporation of such corporation and the shares to be issued under the plan of merger could have been issued by the board of directors of such corporation without further authorization of the shareholders of such corporation, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the corporation's shareholders, and (B) the affirmative vote of at least two-thirds of the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, and not otherwise entitled to vote thereon, unless the certificate of incorporation expressly provides otherwise; provided if such corporation is the surviving corporation of such merger and such plan of merger or share exchange does not contain any provisions which, if contained in a proposed amendment to the certificate of incorporation of such corporation, would entitle any class or series of shareholders of such surviving corporation to vote as a class or series as provided in subsection (f) of section 33-797 or section 33-798, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the holders of such class or series not otherwise entitled to vote thereon.

      (P.A. 94-186, S. 134, 215; P.A. 96-271, S. 99-103, 254; P.A. 03-18, S. 20.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, amended Subsec. (i) to replace "articles" of merger or share exchange with "certificate" of merger or share exchange and amended Subsec. (j) to replace "January 1, 1996" with "January 1, 1997", effective January 1, 1997; P.A. 03-18 substantially revised section, deleting former Subsecs. (a) and (b), adding provision re domestic corporation that is a party to a merger or share exchange, adding Subdivs. (1) and (2) re adoption of plan by board and submission of plan to shareholders for approval, redesignating Subsecs. (c) to (g) as Subdivs. (3) to (7) and adding provisions re shareholder approval and meeting, re copy or summary of certificate of incorporation or organizational documents included in shareholder notice, re separate voting by each class or series of shares and by voting group and re when shareholder approval of plan is not required unless the certificate of incorporation otherwise provides, deleting former Subsecs. (g)(3) and (4), (h) and (i), adding Subdiv. (8) re consent to personal liability, redesignating Subsec. (j) as Subdiv. (9), and making conforming and technical changes throughout, effective July 1, 2003.

      Annotation to former sections 33-365 and 33-366:

      Cited. 178 C. 262, 272.

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      Sec. 33-818. Merger of subsidiary. (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety per cent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, unless (1) the certificate of incorporation of any of the corporations otherwise provides, and (2) in the case of a foreign subsidiary, approval by the foreign subsidiary's board of directors or shareholders is required by the law under which the subsidiary is organized or by which it is governed.

      (b) If approval of a merger by the subsidiary's shareholders is not required under subsection (a) of this section, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.

      (c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of sections 33-815 to 33-829, inclusive, applicable to mergers generally.

      (P.A. 94-186, S. 135, 215; P.A. 96-271, S. 104, 105, 254; P.A. 03-18, S. 21.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of merger with "certificate" of merger and "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re merger of domestic or foreign subsidiary corporation with domestic parent corporation or another subsidiary, deleted former Subsecs. (b), (c), (d) and (e) re plan and certificate of merger, added new Subsec. (b) re notice to subsidiary's shareholders and added new Subsec. (c) re applicable law, effective July 1, 2003.

      Annotations to former section 33-370:

      Cited. 178 C. 262, 267, 271-273, 278.

      Cited. 44 CS 12, 17.

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      Sec. 33-819. Certificate of merger or share exchange. (a) After a plan of merger or share exchange has been adopted and approved as required by sections 33-600 to 33-998, inclusive, a certificate of merger or share exchange shall be executed on behalf of each party to the merger or the share exchange by any officer or other duly authorized representative of such party. The certificate of merger or share exchange shall set forth: (1) The names of the parties to the merger or the share exchange; (2) the name of the corporation or other entity that will be the survivor of the merger or that will acquire the shares or interests of the other party to the share exchange; (3) the date on which the merger or the share exchange is to be effective; (4) if the certificate of incorporation of the survivor of a merger is amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's certificate of incorporation or the certificate of incorporation of the new corporation; (5) if the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by sections 33-600 to 33-998, inclusive, and the certificate of incorporation; (6) if the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement to that effect; and (7) as to each foreign corporation and each other entity that was a party to the merger or the share exchange, a statement that the plan and the performance of its terms were duly authorized by all action required by the law of the state or country under which the corporation or other entity is organized or by which it is governed, and by its certificate of incorporation or organizational documents.

      (b) A certificate of merger or share exchange shall be delivered to the Secretary of the State for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall take effect on the effective date of the merger or the share exchange.

      (P.A. 94-186, S. 136, 215; P.A. 96-271, S. 106, 254; P.A. 03-18, S. 22.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of merger or share exchange with "certificate" of merger or share exchange where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re execution and contents of certificate of merger or share exchange, and amended Subsec. (b) by deleting provision re when merger or share exchange takes effect and adding provisions re filing and effective date of certificate of merger or share exchange, effective July 1, 2003.

      Annotations to former section 33-367:

      Cited. 178 C. 262, 272.

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      Sec. 33-820. Effect of merger or share exchange. (a) When a merger becomes effective:

      (1) The corporation or other entity that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be;

      (2) The separate existence of every corporation or other entity that is merged into the survivor ceases;

      (3) All liabilities of each corporation or other entity that is merged into the survivor are vested in the survivor;

      (4) All property owned by, and every contract right possessed by, each corporation or other entity that merges into the survivor is vested in the survivor without reversion or impairment;

      (5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

      (6) The certificate of incorporation or organizational documents of the survivor are amended to the extent provided in the certificate of merger;

      (7) The certificate of incorporation or organizational documents of a survivor that is created by the merger become effective; and

      (8) The shares of each corporation that is a party to the merger, and the interests in an other entity that is a party to a merger, that are to be converted under the plan of merger into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are converted, and the former holders of such shares or interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under sections 33-855 to 33-879, inclusive.

      (b) When a share exchange becomes effective, the former holders of shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under sections 33-855 to 33-879, inclusive.

      (c) Any shareholder of a domestic corporation that is a party to a merger or a share exchange and, prior to the merger or the share exchange, was liable for the liabilities or obligations of such corporation, shall not be released from such liabilities or obligations by reason of the merger or the share exchange.

      (d) Upon a merger becoming effective, a foreign corporation, or a foreign other entity, that is the survivor of the merger is deemed to: (1) Appoint the Secretary of the State as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights; and (2) agree that it will promptly pay the amount, if any, to which such shareholders are entitled under sections 33-855 to 33-879, inclusive.

      (P.A. 94-186, S. 137, 215; P.A. 96-271, S. 107, 254; P.A. 03-18, S. 23.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation in Subdiv. (5) and "articles" of merger with "certificate" of merger in Subdiv. (6) and amended Subsec. (b) to replace "articles" of share exchange with "certificate" of share exchange, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing "takes effect" with "becomes effective", deleting former Subdivs. (1) to (6) and adding new Subdivs. (1) to (8) re when a merger becomes effective, amended Subsec. (b) by deleting provisions re exchange of shares of acquired corporation as provided in plan when share exchange takes effect, adding provisions re rights of former holders of shares of domestic corporation that are to be exchanged when share exchange becomes effective, and replacing "exchange rights provided" with "rights provided to them", "certificate" with "plan", "their rights" with "any rights they may have" and "33-872" with "33-879", added Subsec. (c) re shareholder liabilities and obligations, and added Subsec. (d) re foreign corporation or other entity that is the survivor, effective July 1, 2003.

      Annotations to former section 33-108:

      Effect of two states enacting legislation to form same corporation. 82 C. 73. Merger does not destroy obligations of individual corporations merged. 94 C. 24.

      Annotations to former section 33-369:

      Cited. 213 C. 184, 186, 207. Cited. 238 C. 183.

      Cited. 6 CA 447, 453, 454.

      Cited. 40 CS 50, 52.

      Subsec. (b):

      Cited. 6 CA 447, 453, 455.

      Subsec. (c):

      Cited. 207 C. 483, 490. Cited. 213 C. 184, 186-197, 199, 201-204, 206-208, 211, 215.

      Cited. 6 CA 447, 453.

      Cited. 44 CS 377.

      Subsec. (e):

      Cited. 178 C. 262, 275-277, 284, 285. Cited. 207 C. 483, 490.

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      Sec. 33-821. Merger or share exchange with foreign corporation. Section 33-821 is repealed, effective July 1, 2003.

      (P.A. 94-186, S. 138, 215; P.A. 97-246, S. 24, 99; P.A. 03-18, S. 76.)

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      Sec. 33-821a. Abandoned merger or share exchange. (a) Unless otherwise provided in a plan of merger or share exchange or in the law of the state or country under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by sections 33-815 to 33-820, inclusive, and at any time before the merger or the share exchange has become effective, the merger or the share exchange may be abandoned by any party thereto without action by the party's shareholders or owners of interests, in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of a corporation, or the managers of an other entity, subject to any contractual rights of other parties to the merger or the share exchange.

      (b) If a merger or a share exchange is abandoned under subsection (a) of this section after a certificate of merger or share exchange has been filed with the Secretary of the State but before the merger or the share exchange has become effective, a statement that the merger or the share exchange has been abandoned in accordance with this section, executed on behalf of a party to the merger or the share exchange by an officer or other duly authorized representative of such party, shall be delivered to the Secretary of the State for filing prior to the effective date of the merger or the share exchange. Any such statement shall contain the name of each party to the merger or the share exchange, the date the merger or the share exchange was to become effective and the date the merger or the share exchange was abandoned. Upon filing, the statement shall take effect and the merger or the share exchange shall be deemed abandoned and shall not become effective.

      (P.A. 03-18, S. 24.)

      History: P.A. 03-18 effective July 1, 2003.

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      Secs. 33-822 to 33-829. Reserved for future use.

PART XI
SALE OF ASSETS

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      Sec. 33-830. Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets. No approval of the shareholders of a corporation is required, unless the certificate of incorporation otherwise provides: (1) To sell, lease, exchange or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business; (2) to mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business; (3) to transfer any or all of the corporation's assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation; or (4) to distribute assets pro rata to the holders of one or more classes or series of the corporation's shares.

      (P.A. 94-186, S. 139, 215; P.A. 96-271, S. 108, 254; P.A. 03-18, S. 25.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 deleted Subdiv. (a) designator and provision re sale by corporation on terms and conditions and for consideration determined by the board, added provisions re approval of shareholders not required unless certificate of incorporation otherwise provides, replaced "all, or substantially all, of its property" with "any or all of the corporation's assets" in Subdiv. (1), replaced "its property" with "the corporation's assets" in Subdiv. (2), replaced provision re transfer of property to a corporation all the shares of which are owned by the corporation with provision re transfer of the corporation's assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation in Subdiv. (3), added Subdiv. (4) re pro rata distribution to holders of one or more classes or series or shares, made technical changes and deleted former Subsec. (b) re shareholder approval, effective July 1, 2003.

      Annotations to former section 33-18:

      Purpose of statute was to change common law rule that sale of all the property of a solvent corporation was ultra vires. 116 C. 628. Sale of assets of bank in failing circumstances not impliedly forbidden by this section. Id. Where corporation files voluntary petition for reorganization, involving a transfer of its assets to a new corporation to continue the business, proceedings must be duly authorized by stockholders or directors. 123 C. 641. Statute does not apply to assets sold which are not essential to ordinary operation of company. 131 C. 14.

     &n