Substitute Senate Bill No. 1310
Substitute Senate Bill No. 1310
PUBLIC ACT NO. 97-246
AN ACT CONCERNING THE CONNECTICUT BUSINESS
CORPORATION ACT, THE CONNECTICUT REVISED NONSTOCK
CORPORATION ACT AND DISCLAIMERS OF PROPERTY.
Be it enacted by the Senate and House of
Representatives in General Assembly convened:
Section 1. Subsection (c) of section 33-603 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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 [postpaid] POSTAGE PREPAID and
correctly addressed to the shareholder's address
shown in the corporation's current record of
shareholders, (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.
Sec. 2. Subsection (e) of section 33-603 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(e) Except as provided in subsection (c),
written notice, if in a comprehensible form, is
effective at the earliest of the following: (1)
When received; (2) five days after its deposit in
the United States mail, as evidenced by the
postmark, if mailed [postpaid] 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.
Sec. 3. Section 33-609 of the general statutes
is amended by adding subsection (c) as follows:
(NEW) (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.
Sec. 4. Subsection (b) of section 33-636 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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; [and] (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, [. No] 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, AS
AMENDED BY SECTION 12 OF THIS ACT, 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.
Sec. 5. Section 33-639 of the general statutes
is amended by adding subsection (d) as follows:
(NEW) (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.
Sec. 6. Subsection (c) of section 33-657 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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.
Sec. 7. Section 33-660 of the general statutes
is repealed and the following is substituted in
lieu thereof:
(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 in this state;
(B) a domestic corporation; or (C) a corporation
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. IF A NATURAL PERSON IS APPOINTED AS THE
REGISTERED AGENT, SUCH APPOINTMENT SHALL INCLUDE
SUCH PERSON'S WRITTEN CONSENT TO THE APPOINTMENT
AND 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 [or his
successor] AND HIS SUCCESSORS in office to act as
its registered agent.
Sec. 8. Subsection (a) of section 33-661 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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 [; (3) if the current
registered office is to be changed,] AND the
street address of the new registered office; [(4)]
AND (3) IF THE CURRENT REGISTERED AGENT IS TO BE
CHANGED, the name of its current registered agent
[; and (5) if the current registered agent is to
be changed,] 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.
Sec. 9. Subsection (a) of section 33-663 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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.
Sec. 10. Subsection (b) of section 33-663 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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
[perfected] 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 [postpaid] POSTAGE PREPAID and correctly
addressed.
Sec. 11. Subsection (a) of section 33-752 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) Unless the certificate of incorporation or
a bylaw requires a greater number OR UNLESS
OTHERWISE SPECIFICALLY PROVIDED IN SECTIONS 33-770
TO 33-778, INCLUSIVE, AS AMENDED BY SECTIONS 12 TO
20, INCLUSIVE, OF THIS ACT, AND SECTION 21 OF THIS
ACT, 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.
Sec. 12. Section 33-770 of the general
statutes is repealed and the following is
substituted in lieu thereof:
As used in sections 33-770 to 33-778,
inclusive, AS AMENDED BY SECTIONS 12 TO 20,
INCLUSIVE, OF THIS ACT, AND SECTION 21 OF THIS
ACT:
(1) "Corporation" includes any domestic or
foreign predecessor entity of a corporation in a
merger. [or other transaction in which the
predecessor's existence ceased upon consummation
of the transaction.]
(2) "Director" OR "OFFICER" means an
individual who is or was a director OR OFFICER,
RESPECTIVELY, of a corporation or [an individual]
who, while a director OR OFFICER of [a] THE
corporation, is or was serving at the
corporation's request as a director, officer,
partner, trustee, employee or agent of another
[foreign or] domestic OR FOREIGN corporation,
partnership, joint venture, trust, employee
benefit plan or other [enterprise] 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, AS AMENDED BY
SECTION 15 OF THIS ACT, OR A VOTE OR SELECTION
REFERRED TO IN SUBSECTION (b) OR (c) OF SECTION
33-775, AS AMENDED BY SECTION 17 OF THIS ACT, 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.
[(3)] (4) "Expenses" include counsel fees.
[(4)] (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.
[(5)] (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, AS AMENDED BY
SECTION 18 OF THIS ACT, 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
[foreign or] domestic OR FOREIGN corporation or
any partnership, joint venture, trust, employee
benefit plan or other [enterprise] ENTITY.
[(6)] (7) "Party" [includes] MEANS an
individual who was, is or is threatened to be made
a [named] defendant or respondent in a proceeding.
[(7)] (8) "Proceeding" means any threatened,
pending or completed action, suit or proceeding,
whether civil, criminal, administrative,
ARBITRATIVE or investigative and whether formal or
informal.
Sec. 13. Section 33-771 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) Except as OTHERWISE provided in
[subsection (d) of] this section, a corporation
may indemnify an individual [made] WHO IS a party
to a proceeding because he is [or was] a director
against liability incurred in the proceeding if:
(1) (A) He conducted himself in good faith; [and
(2)] (B) he reasonably believed [(A)] (i) in the
case of conduct in his official capacity, [with
the corporation,] that his conduct was in [its]
THE best interests [, and (B)] OF THE CORPORATION;
AND (ii) in all other cases, that his conduct was
at least not opposed to [its] THE best interests
OF THE CORPORATION; and [(3)] (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, AS AMENDED BY
SECTION 4 OF THIS ACT.
(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 [(B)] (ii) of subdivision [(2)] (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) [A] UNLESS ORDERED BY A COURT UNDER
SECTION 33-774, AS AMENDED BY SECTION 16 OF THIS
ACT, A corporation may not indemnify a director
under this section: (1) In connection with a
proceeding by or in the right of the corporation
[in which the director was adjudged liable to 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
[other proceeding charging improper personal
benefit to him, whether or not involving action in
his official capacity, in] PROCEEDING WITH RESPECT
TO CONDUCT FOR which he was adjudged liable on the
basis that [personal benefit was improperly
received by him] HE RECEIVED A FINANCIAL BENEFIT
TO WHICH HE WAS NOT ENTITLED, WHETHER OR NOT
INVOLVING ACTION IN HIS OFFICIAL CAPACITY.
[(e) Indemnification permitted under this
section in connection with a proceeding by or in
the right of the corporation is limited to
reasonable expenses incurred in connection with
the proceeding.]
[(f)] (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,
[provide its directors with the full amount of
indemnification that] INDEMNIFY UNDER SECTIONS
33-770 TO 33-778, INCLUSIVE, AS AMENDED BY
SECTIONS 12 TO 20, INCLUSIVE, OF THIS ACT, AND
SECTION 21 OF THIS ACT, EXCEPT SUBDIVISION (2) OF
SUBSECTION (a) OF THIS SECTION, A DIRECTOR TO THE
SAME EXTENT the corporation is permitted to
provide [to such directors] 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, AS
AMENDED BY SECTION 17 OF THIS ACT.
Sec. 14. Section 33-772 of the general
statutes is repealed and the following is
substituted in lieu thereof:
[Unless limited by its certificate of
incorporation, a] 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 [is or] was a
director of the corporation against reasonable
expenses incurred by him in connection with the
proceeding.
Sec. 15. Section 33-773 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(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 [in
advance of final disposition of the proceeding if:
(1) The director furnishes the corporation a
written affirmation of his good faith belief that
he has met the standard of conduct described in
section 33-771; (2) the director furnishes the
corporation a written undertaking, executed
personally or on his behalf, to repay the advance
if it is ultimately determined that he did not
meet the standard of conduct; and (3) a
determination is made that the facts then known to
those making the determination would not preclude
indemnification under sections 33-770 to 33-778,
inclusive] 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,
AS AMENDED BY SECTION 13 OF THIS ACT, OR THAT THE
PROCEEDING INVOLVES CONDUCT FOR WHICH LIABILITY
HAS BEEN ELIMINATED UNDER A PROVISION OF THE
CERTIFICATE OF INCORPORATION AS AUTHORIZED BY
SUBDIVISION (4) OF SUBSECTION (b) OF SECTION
33-636, AS AMENDED BY SECTION 4 OF THIS ACT; AND
(2) HIS WRITTEN UNDERTAKING TO REPAY ANY FUNDS
ADVANCED IF HE IS NOT ENTITLED TO MANDATORY
INDEMNIFICATION UNDER SECTION 33-772, AS AMENDED
BY SECTION 14 OF THIS ACT, AND IT IS ULTIMATELY
DETERMINED UNDER SECTION 33-774, AS AMENDED BY
SECTION 16 OF THIS ACT, OR SECTION 33-775, AS
AMENDED BY SECTION 17 OF THIS ACT, THAT HE HAS NOT
MET THE RELEVANT STANDARD OF CONDUCT DESCRIBED IN
SECTION 33-771, AS AMENDED BY SECTION 13 OF THIS
ACT.
(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) [Determinations and authorizations of
payments under this section shall be made in the
manner specified in section 33-775] 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, AS AMENDED BY SECTION 11 OF THIS ACT, 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.
Sec. 16. Section 33-774 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) [Unless a corporation's certificate of
incorporation provides otherwise, a director of
the corporation] 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. [On] AFTER
receipt of an application [, the court] AND after
giving any notice [the court] IT considers
necessary, [may order indemnification if it
determines: (1) The director is entitled to
mandatory indemnification under section 33-772, in
which case the court shall also order the
corporation to pay the director's reasonable
expenses incurred to obtain court-ordered
indemnification; or (2) the director is fairly and
reasonably entitled to indemnification in view of
all the relevant circumstances, whether or not he
met the standard of conduct set forth in section
33-771 or was adjudged liable as described in
subsection (d) of said section, but if he was
adjudged so liable his indemnification is limited
to reasonable expenses incurred] THE COURT SHALL:
(1) ORDER INDEMNIFICATION IF IT DETERMINES THAT
THE DIRECTOR IS ENTITLED TO MANDATORY
INDEMNIFICATION UNDER SECTION 33-772, AS AMENDED
BY SECTION 14 OF THIS ACT; (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, AS AMENDED BY SECTION 20 OF THIS
ACT; 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, AS AMENDED BY
SECTION 13 OF THIS ACT, FAILED TO COMPLY WITH
SECTION 33-773, AS AMENDED BY SECTION 15 OF THIS
ACT, OR WAS ADJUDGED LIABLE IN A PROCEEDING
REFERRED TO IN SUBDIVISION (1) OR (2) OF
SUBSECTION (d) OF SECTION 33-771, AS AMENDED BY
SECTION 13 OF THIS ACT, 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.
Sec. 17. Section 33-775 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) A corporation may not indemnify a director
under section 33-771, AS AMENDED BY SECTION 13 OF
THIS ACT, unless authorized [in the specific case]
FOR A SPECIFIC PROCEEDING after a determination
has been made that indemnification of the director
is permissible [in the circumstances] because he
has met the RELEVANT standard of conduct set forth
in said section.
(b) The determination shall be made:
[(1) By the board of directors by majority
vote of a quorum consisting of directors not at
the time parties to the proceeding;
(2) If a quorum cannot be obtained under
subdivision (1) of this subsection, by majority
vote of a committee duly designated by the board
of directors, in which designation directors who
are parties may participate, consisting solely of
two or more directors not at the time parties to
the proceeding;]
(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;
[(3)] (2) By special legal counsel (A)
selected [by the board of directors or its
committee] in the manner prescribed in subdivision
(1) [or (2)] of this subsection, or (B) if [a
quorum of the board of directors cannot be
obtained under subdivision (1) of this subsection
and a committee cannot be designated under
subdivision (2) of this subsection, selected by
majority vote of] THERE ARE FEWER THAN TWO
DISINTERESTED DIRECTORS, SELECTED BY the [full]
board of directors, in which selection directors
who [are parties] DO NOT QUALIFY AS DISINTERESTED
DIRECTORS may participate; or
[(4)] (3) By the shareholders, but shares
owned by or voted under the control of [directors]
A DIRECTOR who [are] at the time [parties to the
proceeding] DOES NOT QUALIFY AS A DISINTERESTED
DIRECTOR may not be voted on the determination.
(c) Authorization of indemnification [and
evaluation as to reasonableness of expenses] shall
be made in the same manner as the determination
that indemnification is permissible, except that
if [the determination is made by special legal
counsel] THERE ARE FEWER THAN TWO DISINTERESTED
DIRECTORS, authorization of indemnification [and
evaluation as to reasonableness of expenses] shall
be made by those entitled under SUBPARAGRAPH (B)
OF subdivision [(3)] (2) of subsection (b) of this
section to select SPECIAL LEGAL counsel.
Sec. 18. Section 33-776 of the general
statutes is repealed and the following is
substituted in lieu thereof:
[Unless a corporation's certificate of
incorporation provides otherwise:
(1) An officer of the corporation who is not a
director is entitled to mandatory indemnification
under section 33-772, and is entitled to apply for
court-ordered indemnification under section
33-774, in each case to the same extent as a
director;
(2) The corporation may indemnify and advance
expenses under sections 33-770 to 33-778,
inclusive, to an officer, employee or agent of the
corporation who is not a director to the same
extent as to a director;
(3) Notwithstanding subdivision (4) of this
section, a corporation may also indemnify and
advance expenses to an officer, employee or agent
who is not a director to the extent, consistent
with public policy, that may be provided by
contract, its certificate of incorporation,
bylaws, or general or specific action of its board
of directors, each of which may delegate to its
general counsel or other specified officer or
officers 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]
(a) A CORPORATION MAY INDEMNIFY AND ADVANCE
EXPENSES UNDER SECTIONS 33-770 TO 33-778,
INCLUSIVE, AS AMENDED BY SECTIONS 12 TO 20,
INCLUSIVE, OF THIS ACT, AND SECTION 21 OF THIS
ACT, 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, AS
AMENDED BY SECTION 14 OF THIS ACT, AND MAY APPLY
TO A COURT UNDER SECTION 33-774, AS AMENDED BY
SECTION 16 OF THIS ACT, 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.
[(4)] (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 [and advance expenses] under sections
33-770 to 33-778, inclusive, AS AMENDED BY
SECTIONS 12 TO 20, INCLUSIVE, OF THIS ACT, AND
SECTION 21 OF THIS ACT, EXCEPT SUBDIVISION (2) OF
SUBSECTION (a) OF SECTION 33-771, AS AMENDED BY
SECTION 13 OF THIS ACT, [to] 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
AMENDED BY SECTION 13 OF THIS ACT, as limited by
section 33-775, AS AMENDED BY SECTION 17 OF THIS
ACT, and for this purpose the determination
required by section 33-775, AS AMENDED BY SECTION
17 OF THIS ACT, 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.
Sec. 19. Section 33-777 of the general
statutes is repealed and the following is
substituted in lieu thereof:
A corporation may purchase and maintain
insurance on behalf of an individual who is [or
was] a director, officer, employee or agent of the
corporation, or who, while a director, officer,
employee or agent of the corporation, [is or was
serving] SERVES at the [request of the
corporation] CORPORATION'S REQUEST as a director,
officer, partner, trustee, employee or agent of
another [foreign or] domestic OR FOREIGN
corporation, partnership, joint venture, trust,
employee benefit plan or other [enterprise]
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 [section 33-771
or 33-772] SECTIONS 33-770 TO 33-778, INCLUSIVE,
AS AMENDED BY SECTIONS 12 TO 20, INCLUSIVE, OF
THIS ACT, AND SECTION 21 OF THIS ACT.
Sec. 20. Section 33-778 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) [A provision treating a corporation's
indemnification of or advance for expenses to
directors that is contained in its certificate of
incorporation, bylaws, a resolution of its
shareholders or board of directors, or in a
contract or otherwise, is valid only if and to the
extent the provision is consistent with sections
33-770 to 33-778, inclusive. If the certificate of
incorporation limits indemnification or advance
for expenses, indemnification and advance for
expenses are valid only to the extent consistent
with the certificate of incorporation.] 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, AS AMENDED BY
SECTION 13 OF THIS ACT, OR ADVANCE FUNDS TO PAY
FOR OR REIMBURSE EXPENSES IN ACCORDANCE WITH
SECTION 33-773, AS AMENDED BY SECTION 15 OF THIS
ACT. ANY SUCH PROVISION THAT OBLIGATES THE
CORPORATION TO PROVIDE INDEMNIFICATION TO THE
FULLEST EXTENT PERMITTED BY LAW SHALL BE DEEMED TO
OBLIGATE THE CORPORATION TO ADVANCE FUNDS TO PAY
FOR OR REIMBURSE EXPENSES IN ACCORDANCE WITH
SECTION 33-773, AS AMENDED BY SECTION 15 OF THIS
ACT, 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
33-778, INCLUSIVE, AS AMENDED BY SECTIONS 12 TO
20, INCLUSIVE, OF THIS ACT, AND SECTION 21 OF THIS
ACT.
[(b)] (d) Sections 33-770 to 33-778,
inclusive, AS AMENDED BY SECTIONS 12 TO 20,
INCLUSIVE, OF THIS ACT, AND SECTION 21 OF THIS
ACT, 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 [has not been made a
named defendant or respondent to the proceeding]
IS NOT A PARTY.
Sec. 21. (NEW) 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,
of the general statutes, as amended by sections 12
to 20, inclusive, of this act.
Sec. 22. Subsection (d) of section 33-801 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) A corporation restating 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 a [certificate] STATEMENT setting
forth: (1) Whether the restatement contains an
amendment to the certificate of incorporation
requiring shareholder approval and, if it does
not, that the board of directors adopted the
restatement; or (2) if the restatement contains an
amendment to the certificate of incorporation
requiring shareholder approval, the information
required by section 33-800.
Sec. 23. Subsection (f) of section 33-801 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(f) The Secretary of the State may certify a
restated certificate of incorporation as the
certificate of incorporation currently in effect,
without including the [certificate] STATEMENT
information required by subsection (d) of this
section.
Sec. 24. Subsection (b) of section 33-821 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(b) Upon the merger or share exchange taking
effect, the surviving foreign corporation of a
merger and the acquiring foreign corporation of a
share exchange is deemed: (1) To appoint the
Secretary of the State AND HIS SUCCESSORS IN
OFFICE as its agent for service of process in a
proceeding to enforce any obligation or the rights
of dissenting shareholders of each domestic
corporation party to the merger or share exchange;
and (2) to agree that it will promptly pay to the
dissenting shareholders of each domestic
corporation party to the merger or share exchange
the amount, if any, to which they are entitled
under sections 33-855 to 33-872, inclusive.
Sec. 25. Subsection (b) of section 33-882 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(b) If voting by voting groups was required,
the information required by subdivision (3) of
subsection (a) of this section must be separately
provided for each voting group entitled to vote
separately on the [plan to dissolve] PROPOSAL FOR
DISSOLUTION.
Sec. 26. Subsection (c) of section 33-883 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(c) After the revocation of dissolution is
authorized, the corporation may revoke the
dissolution by delivering to the Secretary of the
State for filing a certificate of revocation of
dissolution [, together with a copy of its
certificate of dissolution,] that sets forth: (1)
The name of the corporation; (2) the effective
date of the dissolution that was revoked; (3) the
date that the revocation of dissolution was
authorized; (4) if the corporation's board of
directors, or incorporators, revoked the
dissolution, a statement to that effect; (5) if
the corporation's board of directors revoked a
dissolution authorized by the shareholders, a
statement that revocation was permitted by action
by the board of directors alone pursuant to that
authorization; [and] (6) if shareholder action was
required to revoke the dissolution, the
information required by subdivision (3) of
subsection (a) or subsection (b) of section
33-882, AS AMENDED BY SECTION 25 OF THIS ACT; AND
(7) IF THE NAME OF THE CORPORATION WHOSE
DISSOLUTION IS TO BE REVOKED IS NO LONGER
AVAILABLE, BE ACCOMPANIED BY AN AMENDMENT OF THE
CERTIFICATE OF INCORPORATION WHICH CHANGES THE
NAME OF THE CORPORATION TO AN AVAILABLE NAME.
Sec. 27. Subsection (a) of section 33-892 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A corporation administratively dissolved
[under section 33-890] may apply to the Secretary
of the State for reinstatement after the effective
date of dissolution. The application must: (1)
Recite the name of the corporation; [(2) state
that the ground or grounds for dissolution either
did not exist or have been eliminated; (3)] (2) if
the name of the corporation to be reinstated is no
longer available, be accompanied simultaneously by
an amendment of the certificate of incorporation
which identifies an available name; and [(4)] (3)
be accompanied by: (A) Payment of all penalties
and forfeitures incurred by the corporation and a
reinstatement fee; (B) an annual report for the
current year; (C) an up-to-date statement or
statements from the Commissioner of Revenue
Services and the administrator of the unemployment
compensation law acting in their respective
capacities, showing, to the best of their
knowledge and belief, as of the date of such
respective statements, either that such
corporation has paid all its taxes and
contributions or that it was not liable for any
taxes or contributions, or that it has made
adequate provisions, with such surety as shall be
satisfactory to said commissioner and said
administrator, for the future payment of any of
its unpaid taxes and unpaid contributions as of
the date of such respective statements provided,
if said commissioner or administrator, as the case
may be, does not issue such statement within five
weeks of the request therefor, the filing of such
statement shall not be required under this
subparagraph; and (D) an appointment of a
registered agent.
Sec. 28. Subsection (e) of section 33-900 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(e) Upon determining the fair value of the
shares, the court shall enter an order directing
the purchase upon such terms and conditions as the
court deems appropriate, which may include payment
of the purchase price in instalments, where
necessary in the interests of equity, provision
for security to assure payment of the purchase
price and any additional costs, fees and expenses
as may have been awarded, and, if the shares are
to be purchased by shareholders, the allocation of
shares among them. In allocating the petitioner's
shares among holders of different classes of
shares, the court should attempt to preserve the
existing distribution of voting rights among
holders of different classes insofar as
practicable and may direct that holders of a
specific class or classes shall not participate in
the purchase. Interest may be allowed at the rate
and from the date determined by the court to be
equitable, but if the court finds that the refusal
of the petitioning shareholder to accept an offer
of payment was arbitrary or otherwise not in good
faith, no interest shall be allowed. If the court
finds that the petitioning shareholder had
probable grounds for relief under [subparagraph
(B) or (D) of] subdivision (1) of subsection (a)
of section 33-896, it may award to the petitioning
shareholder reasonable fees and expenses of
counsel and of any experts employed by him.
Sec. 29. Subsection (a) of section 33-920 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A foreign corporation, OTHER THAN AN
INSURANCE, SURETY OR INDEMNITY COMPANY, may not
transact business in this state until it obtains a
certificate of authority from the Secretary of the
State. No foreign corporation engaged in the
business of a telegraph company, gas, electric
light or water company, or cemetery corporation,
or of any company requiring the right to take and
condemn lands or to occupy the public highways of
this state, and no foreign telephone company,
shall transact in this state the business
authorized by its certificate of incorporation or
by the laws of the state under which it was
organized, unless empowered so to do by some
general or special act of this state, except for
the purpose of carrying out and renewing contracts
existing upon August 1, 1903. No insurance, surety
or indemnity company shall transact business in
this state until it has procured a license from
the Insurance Commissioner in accordance with the
provisions of section 38a-41.
Sec. 30. Subsection (a) of section 33-922 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A foreign corporation may apply for a
certificate of authority to transact business in
this state by delivering an application to the
Secretary of the State for filing. The application
shall set forth: (1) The name of the foreign
corporation or, if its name is unavailable for use
in this state, a corporate name that satisfies the
requirements of section 33-925; (2) the name of
the state or country under whose law it is
incorporated; (3) its date of incorporation and
period of duration; (4) the street address of its
principal office; (5) the address of its
registered office in this state and the name of
its registered agent at that office; and (6) the
names and [business addresses or, if there is no
business address for any such person, the
residence address, of its current directors and
officers] RESPECTIVE BUSINESS AND RESIDENCE
ADDRESSES OF THE DIRECTORS AND OFFICERS OF THE
FOREIGN CORPORATION, EXCEPT THAT WHERE GOOD CAUSE
IS SHOWN, THE SECRETARY OF THE STATE MAY ACCEPT
BUSINESS ADDRESSES IN LIEU OF BUSINESS AND
RESIDENCE ADDRESSES OF THE DIRECTORS AND OFFICERS
OF THE CORPORATION.
Sec. 31. Subsection (a) of section 33-925 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) THE CORPORATE NAME OF A FOREIGN
CORPORATION MUST SATISFY THE REQUIREMENTS OF
SECTION 33-655. If the corporate name of a foreign
corporation does not satisfy the requirements of
section 33-655, the foreign corporation IN ORDER
to SATISFY THE REQUIREMENTS OF SAID SECTION AND
obtain or maintain a certificate of authority to
transact business in this state: (1) May add the
word "corporation", "incorporated", "company",
"Societa per Azioni" or "limited", or the
abbreviation "corp.", "inc.", "co.", "S.p.A." or
"ltd.", to its corporate name for use in this
state; or (2) may use a fictitious name WHICH
INCLUDES THE WORD "CORPORATION", "INCORPORATED",
"COMPANY", "SOCIETA PER AZIONI" OR "LIMITED" OR
THE ABBREVIATIONS "CORP.", "INC.", "CO.", "S.P.A."
OR "LTD." to transact business in this state if
its real name is unavailable and it includes with
its application for a certificate of authority a
copy of the resolution of its board of directors,
certified by its secretary, adopting the
fictitious name.
Sec. 32. Section 33-926 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) Each foreign corporation authorized to
transact business in this state 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; or (C) a corporation not
organized under the laws of this state and which
has procured a certificate of authority to
transact business in this state.
(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 [or his
successor] AND HIS SUCCESSORS in office to act as
its registered agent.
Sec. 33. Subsection (a) of section 33-927 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A foreign corporation authorized to
transact business in this state 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)
Its name; (2) IF THE CURRENT REGISTERED OFFICE IS
TO BE CHANGED, the street address of its current
registered office [; (3) if the current registered
office is to be changed,] AND the street address
of its new registered office; [(4)] AND (3) IF THE
CURRENT REGISTERED AGENT IS TO BE CHANGED, the
name of its current registered agent [; (5) if the
current registered agent is to be changed,] AND
the name of its new registered agent and the new
agent's written consent, either on the statement
or attached to it, to the appointment. [; and (6)
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.]
Sec. 34. Subsection (a) of section 33-928 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) The registered agent of a foreign
corporation may resign his agency appointment by
signing and delivering to the Secretary of the
State for filing the original and [two] ONE exact
or conformed [copies] COPY of a statement of
resignation. The statement of resignation may
include a statement that the registered office is
also discontinued.
Sec. 35. Subsection (b) of section 33-928 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(b) After filing the statement, the Secretary
of the State shall [attach the filing receipt to
one copy and mail the copy and receipt to the
registered office if not discontinued. The
Secretary of the State shall] mail the [other]
copy to the foreign corporation at its principal
office address shown in its most recent annual
report.
Sec. 36. Section 33-929 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) The registered agent of a foreign
corporation authorized to transact business in
this state is the corporation's agent for service
of process, notice or demand required or permitted
by law to be served on the foreign corporation.
[Service] WHEN THE REGISTERED AGENT IS OTHER THAN
THE SECRETARY OF THE STATE AND HIS SUCCESSORS IN
OFFICE, 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) A foreign corporation may be served by ANY
PROPER OFFICER OR OTHER PERSON LAWFULLY EMPOWERED
TO MAKE SERVICE BY registered or certified mail,
return receipt requested, addressed to the
secretary of the foreign corporation at its
principal office shown in its application for a
certificate of authority or in its most recent
annual report if the foreign corporation: (1) Has
no registered agent or its registered agent cannot
with reasonable diligence be served; (2) has
withdrawn from transacting business in this state
under section 33-932, AS AMENDED BY SECTIONS 37
AND 38 OF THIS ACT; or (3) has had its certificate
of authority revoked under section 33-936, AS
AMENDED BY SECTION 39 OF THIS ACT.
(c) When the Secretary of the State and his
successors IN OFFICE have been appointed [such] A
FOREIGN corporation's registered agent, a foreign
corporation [authorized to transact business in
this state] may be served by any proper officer or
other person lawfully empowered to make service by
leaving two true and attested copies thereof
together with the required fee at the office of
the Secretary of the State or depositing the same
in the United States mail, by registered or
certified mail, postage prepaid, addressed to such
office. The Secretary of the State shall file one
copy of such process and keep a record of the date
and hour of such receipt. He shall, within two
business days after such service, forward by
registered or certified mail the copy of such
process to the corporation at the address of its
[executive offices] PRINCIPAL OFFICE as last shown
on his records.
[(c)] (d) Service is [perfected] EFFECTIVE
under subsection (b) of this section at the
earliest of: (1) The date the foreign corporation
receives the mail; (2) the date shown on the
return receipt, if signed on behalf of the foreign
corporation; AND (3) five days after its deposit
in the United States mail, as evidenced by the
postmark, if mailed [postpaid] POSTAGE PREPAID and
correctly addressed. [; and (4) in] IN the case of
service on the Secretary of the State, service so
made shall be effective as of the date and hour
received by the Secretary of the State as shown on
his [record] RECORDS.
[(d)] (e) Every foreign corporation which
transacts business in this state in violation of
section 33-920, AS AMENDED BY SECTION 29 OF THIS
ACT, shall be subject to suit in this state upon
any cause of action arising out of such business.
[(e)] (f) Every foreign corporation shall be
subject to suit in this state, by a resident of
this state or by a person having a usual place of
business in this state, whether or not such
foreign corporation is transacting or has
transacted business in this state and whether or
not it is engaged exclusively in interstate or
foreign commerce, on any cause of action arising
as follows: (1) Out of any contract made in this
state or to be performed in this state; (2) out of
any business solicited in this state by mail or
otherwise if the corporation has repeatedly so
solicited business, whether the orders or offers
relating thereto were accepted within or without
the state; (3) out of the production, manufacture
or distribution of goods by such corporation with
the reasonable expectation that such goods are to
be used or consumed in this state and are so used
or consumed, regardless of how or where the goods
were produced, manufactured, marketed or sold or
whether or not through the medium of independent
contractors or dealers; or (4) out of tortious
conduct in this state, whether arising out of
repeated activity or single acts, and whether
arising out of misfeasance or nonfeasance.
(g) IN ANY ACTION BROUGHT UNDER SUBSECTION (e)
OR (f) OF THIS SECTION, OR IN ANY FORECLOSURE OR
OTHER ACTION INVOLVING REAL PROPERTY LOCATED IN
THIS STATE IN WHICH A FOREIGN CORPORATION,
ALTHOUGH NOT TRANSACTING BUSINESS IN THIS STATE,
OWNS OR CLAIMS TO OWN AN INTEREST, SERVICE OF
PROCESS ON SUCH CORPORATION MAY BE MADE AS
PROVIDED IN SUBSECTION (b) OF THIS SECTION, EXCEPT
THAT THE SERVICE SHALL BE ADDRESSED TO THE
CORPORATION AT ITS PRINCIPAL OFFICE OR, IF IT HAS
NO SUCH OFFICE OR THE ADDRESS OF SUCH OFFICE IS
NOT KNOWN, TO SUCH CORPORATION'S LAST OFFICE AS
SHOWN IN THE OFFICIAL REGISTRY OF THE STATE OR
COUNTRY OF ITS INCORPORATION, WHICH ADDRESS SHALL
BE SET FORTH IN THE WRIT OR OTHER PROCESS.
[(f)] (h) This section does not prescribe the
only means, or necessarily the required means, of
serving a foreign corporation.
Sec. 37. Subsection (b) of section 33-932 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(b) A foreign corporation authorized to
transact business in this state may apply for a
certificate of withdrawal by delivering an
application to the Secretary of the State for
filing. The application shall set forth: (1) The
name of the foreign corporation and the name of
the state or country under whose law it is
incorporated; (2) that it is not transacting
business in this state and that it surrenders its
authority to transact business in this state; (3)
that it revokes the authority of its registered
agent to accept service on its behalf and appoints
the Secretary of the State AND HIS SUCCESSORS IN
OFFICE as its agent for service of process in any
proceeding based on a cause of action arising
during the time it was authorized to transact
business in this state; (4) a mailing address to
which the Secretary of the State may mail a copy
of any process served on him under subdivision (3)
of this subsection; and (5) a commitment to notify
the Secretary of the State in the future of any
change in its mailing address.
Sec. 38. Subsection (c) of section 33-932 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(c) After the withdrawal of the corporation is
effective, service of process on the Secretary of
the State [under this section] AS PROVIDED IN
SECTION 33-929, AS AMENDED BY SECTION 36 OF THIS
ACT, is service on the foreign corporation. [Upon
receipt of process, the Secretary of the State
shall, within two business days, mail a copy of
the process to the foreign corporation at the
mailing address set forth under subsection (b) of
this section.]
Sec. 39. Subsection (d) of section 33-936 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) The Secretary of the State's revocation of
a foreign corporation's certificate of authority
appoints the Secretary of the State the foreign
corporation's agent for service of process in any
proceeding based on a cause of action which arose
during the time the foreign corporation was
authorized to transact business in this state.
Service of process on the Secretary of the State
[under this subsection] AS PROVIDED IN SECTION
33-929, AS AMENDED BY SECTION 36 OF THIS ACT, is
service on the foreign corporation. [Upon receipt
of process, the Secretary of the State shall,
within two business days, mail a copy of the
process to the foreign corporation at its
principal office shown in its most recent annual
report or in any subsequent communication received
from the corporation stating the current mailing
address of its principal office, or, if none is on
file, in its application for a certificate of
authority.]
Sec. 40. Subsection (c) of section 33-948 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(c) If the court orders inspection and copying
of the records demanded, it shall also order the
corporation to pay the shareholder's costs,
including reasonable [counsel] ATTORNEY'S fees,
incurred to obtain the order unless the
corporation proves that it refused inspection in
good faith because it had a reasonable basis for
doubt about the right of the shareholder to
inspect the records demanded.
Sec. 41. Subsection (c) of section 33-1003 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(c) Written notice by a domestic or foreign
corporation to its member, if in a comprehensible
form, is effective (1) upon deposit in the United
States mail, as evidenced by the postmark, if
mailed [postpaid] POSTAGE PREPAID and correctly
addressed to the member's address shown in the
corporation's current record of members, (2) when
transmitted by facsimile or other electronic means
if transmitted to the member in the manner
authorized by the member for purposes of facsimile
or electronic transmission, as the case may be.
Sec. 42. Subsection (e) of section 33-1003 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(e) Except as provided in subsection (c),
written notice, if in a comprehensible form, is
effective at the earliest of the following: (1)
When received; (2) five days after its deposit in
the United States mail, as evidenced by the
postmark, if mailed [postpaid] 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] ANY
RECEIPT SIGNED BY OR ON BEHALF OF THE ADDRESSEE
OBTAINED BY A COMMERCIAL DELIVERY SERVICE OR BY
THE UNITED STATES MAIL IF SENT BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED.
Sec. 43. Section 33-1005 of the general
statutes is amended by adding subsection (c) as
follows:
(NEW) (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.
Sec. 44. Section 33-1013 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(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 a certificate of incorporation, including
appointment of registered agent, ten dollars; (2)
filing change of address of registered agent or
change of registered agent, ten dollars; (3)
filing notice of resignation of registered agent
in duplicate, ten dollars; (4) filing certificate
of amendment to certificate of incorporation, ten
dollars; (5) filing restated certificate of
incorporation, ten dollars; (6) filing certificate
of merger, [or consolidation,] ten dollars; [for
each constituent domestic and foreign
corporation;] (7) filing certificate of
[abandonment of merger or consolidation]
CORRECTION, ten dollars; [for each constituent
domestic and foreign corporation;] (8) filing
certificate of surrender of special charter and
adoption of certificate of incorporation, ten
dollars; (9) filing certificate of dissolution,
[by resolution,] ten dollars; [(10) filing
certificate of dissolution by expiration, ten
dollars; (11)] (10) filing [judicial decree of]
CERTIFICATE OF ADMINISTRATIVE dissolution, ten
dollars; [(12)] (11) filing [biennial report,
twenty dollars or, on and after October 1, 1993,
twenty-five dollars; filing] annual report,
twenty-five dollars; [(13)] (12) filing
application of foreign corporation for certificate
of authority to conduct affairs in this state and
issuing certificate of authority, twenty dollars;
[(14)] (13) filing application of foreign
corporation for amended certificate of authority
to conduct affairs in this state and issuing
amended certificate of authority, twenty dollars;
[(15)] (14) filing application for withdrawal of
foreign corporation and issuing certificate of
withdrawal, twenty dollars; [(16) filing notice
that a director or directors, or officer or
officers, or both, have ceased to be in office,
ten dollars; (17) filing notice that a director or
directors, or officer or officers, or both, have
been elected or appointed, ten dollars; and (18)]
(15) filing certificate of reinstatement,
including appointment of registered agent,
fifty-five dollars; AND (16) FILING A CORRECTED
ANNUAL REPORT, TWENTY-FIVE 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: (A) For each
copy of each such document thereof regardless of
the number of pages, twenty dollars; (B) for
affixing the official seal thereto, five dollars;
[(3) [for preparing and furnishing his certificate
of good standing, twenty dollars; (4)] (3) for
preparing and furnishing his certificate of [good
standing] EXISTENCE OR AUTHORIZATION, which
certificate may reflect any and all changes of
corporate name and the date or dates of filing
thereof, forty dollars; [(5)] (4) for preparing
and furnishing his certificate of [good standing]
EXISTENCE OR AUTHORIZATION reflecting certificates
affecting fundamental changes to a certificate of
incorporation and the date or dates of filing
thereof, sixty dollars; and [(6)] (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.
Sec. 45. Subsection (b) of section 33-1026 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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) Managing and regulating the
affairs of the corporation; or (B) defining,
limiting and regulating the powers of the
corporation, its board of directors and members or
any class of members; (3) any provision that under
sections 33-1000 to 33-1290, inclusive, is
required or permitted to be set forth in the
bylaws; [and] (4) a provision limiting the
personal liability of a director to the
corporation or its members 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, or (D) constitute a sustained and
unexcused pattern of inattention that amounted to
an abdication of the director's duty to the
corporation, 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 33-1116, AS
AMENDED BY SECTION 54 OF THIS ACT, 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, OR (D)
CONSTITUTED A SUSTAINED AND UNEXCUSED PATTERN OF
INATTENTION THAT AMOUNTED TO AN ABDICATION OF THE
DIRECTOR'S DUTY TO THE CORPORATION, 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.
Sec. 46. Section 33-1035 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) A corporation may be formed under sections
33-1000 to 33-1290, inclusive, AS AMENDED BY THIS
ACT, for the conduct of any affairs or the
promotion of any purpose which may be lawfully
carried on by a corporation except that of a bank
and trust company, savings bank or savings and
loan association, provided where, by any other
section or sections of the general statutes,
provision is made for the formation of a
designated class or classes of corporations, such
corporations shall be formed under said section or
sections and not under sections 33-1000 to
33-1290, inclusive, AS AMENDED BY THIS ACT.
(b) [No] EXCEPT AS PROVIDED IN SUBSECTION (f)
OF THIS SECTION, NO corporation formed under
sections 33-1000 to 33-1290, inclusive, AS AMENDED
BY THIS ACT, shall, or shall have power to,
transact in this state the business of an
insurance company or a surety or indemnity
company, railroad company, telegraph company, gas,
electric light or water company, or of any company
requiring the right to take and condemn lands or
to occupy the public highways of this state.
(c) Nothing in sections 33-1000 to 33-1290,
inclusive, AS AMENDED BY THIS ACT, shall be
construed to authorize a corporation formed under
said sections to conduct any affairs except in
compliance with any laws of this state regulating
or otherwise applying to the same. The provisions
of said sections 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.
(d) Nothing in this section shall prohibit the
formation of a corporation under sections 33-1000
to 33-1290, inclusive, AS AMENDED BY THIS ACT, for
the conduct of any affairs or for the promotion of
any purpose in any other state if not prohibited
by the laws thereof.
(e) Except as otherwise provided in section
38a-153, nothing in sections 33-1000 to 33-1290,
inclusive, AS AMENDED BY THIS ACT, other than the
provisions of section 33-1036, shall be construed
to apply to any corporation incorporated under any
provision of the special acts, other than a
savings bank, which is or may be authorized to
transact in this state the business of an
insurance company.
(f) NO CORPORATION MAY BE FORMED PURSUANT TO
THIS CHAPTER 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
38a-41a, AUTHORIZING THE FORMATION OF THE
CORPORATION. NO CORPORATION FORMED UNDER THIS
CHAPTER SHALL HAVE THE 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.
Sec. 47. Subsection (c) of section 33-1047 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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.
Sec. 48. Section 33-1050 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) Each corporation THAT IS REQUIRED TO FILE
AN ANNUAL REPORT AS PROVIDED IN SECTION 33-1243
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 in this state;
(B) a domestic corporation or business
corporation; or (C) a foreign corporation or
foreign business corporation which has procured a
certificate of authority to transact business or
conduct affairs in this state. IF A NATURAL PERSON
IS APPOINTED AS THE REGISTERED AGENT, SUCH
APPOINTMENT SHALL INCLUDE SUCH PERSON'S WRITTEN
CONSENT TO THE APPOINTMENT AND 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 [or his
successor] AND HIS SUCCESSORS in office to act as
its registered agent.
Sec. 49. Subsection (a) of section 33-1051 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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 [; (3) if the current
registered office is to be changed,] AND the
street address of the new registered office; [(4)]
AND (3) IF THE CURRENT REGISTERED AGENT IS TO BE
CHANGED, the name of its current registered agent
[; and (5) if the current registered agent is to
be changed,] 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.
Sec. 50. Subsection (a) of section 33-1053 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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.
Sec. 51. Subsection (b) of section 33-1053 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(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
[perfected] 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 [postpaid] POSTAGE PREPAID and correctly
addressed.
Sec. 52. Subsection (a) of section 33-1100 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) Unless the certificate of incorporation or
bylaws require a greater number OR UNLESS
OTHERWISE SPECIFICALLY PROVIDED IN SECTIONS
33-1116 TO 33-1124, INCLUSIVE, AS AMENDED BY THIS
ACT, AND SECTION 63 OF THIS ACT, 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.
Sec. 53. Subsection (c) of section 33-1101 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(c) Sections 33-1095 to 33-1100, inclusive,
[which govern meetings, action without meetings,
notice and waiver of notice, and quorum and voting
requirements of the board of directors, apply]
SHALL BE APPLICABLE to committees and their
directors. [as well.]
Sec. 54. Section 33-1116 of the general
statutes is repealed and the following is
substituted in lieu thereof:
As used in sections 33-1116 to 33-1124,
inclusive, AS AMENDED BY SECTIONS 54 TO 62,
INCLUSIVE, OF THIS ACT, AND SECTION 63 OF THIS
ACT:
(1) "Corporation" includes any domestic or
foreign predecessor entity of a corporation in a
merger. [or other transaction in which the
predecessor's existence ceased upon consummation
of the transaction.]
(2) "Director" OR "OFFICER" means an
individual who is or was a director OR OFFICER,
RESPECTIVELY, of a corporation or [an individual]
who, while a director OR OFFICER of [a] THE
corporation, is or was serving at the
corporation's request as a director, officer,
partner, trustee, employee or agent of another
[foreign or] domestic OR FOREIGN corporation,
partnership, joint venture, trust, employee
benefit plan or other [enterprise] 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 33-1119, AS AMENDED BY
SECTION 57 OF THIS ACT, OR A VOTE OR SELECTION
REFERRED TO IN SUBSECTION (b) OR (c) OF SECTION
33-1121, AS AMENDED BY SECTION 59 OF THIS ACT, 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.
[(3)] (4) "Expenses" include counsel fees.
[(4)] (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.
[(5)] (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 33-1122, AS AMENDED BY
SECTION 60 OF THIS ACT, 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
[foreign or] domestic OR FOREIGN corporation or
any partnership, joint venture, trust, employee
benefit plan or other [enterprise] ENTITY.
[(6)] (7) "Party" [includes] MEANS an
individual who was, is or is threatened to be made
a [named] defendant or respondent in a proceeding.
[(7)] (8) "Proceeding" means any threatened,
pending or completed action, suit or proceeding,
whether civil, criminal, administrative,
ARBITRATIVE or investigative and whether formal or
informal.
Sec. 55. Section 33-1117 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) Except as OTHERWISE provided in
[subsection (d) of] this section, a corporation
may indemnify an individual [made] WHO IS a party
to a proceeding because he is [or was] a director
against liability incurred in the proceeding if:
(1) (A) He conducted himself in good faith; [and
(2)] (B) he reasonably believed [(A)] (i) in the
case of conduct in his official capacity, [with
the corporation,] that his conduct was in [its]
THE best interests [, and (B)] OF THE CORPORATION;
AND (ii) in all other cases, that his conduct was
at least not opposed to [its] THE best interests
OF THE CORPORATION; and [(3)] (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 33-1026, AS AMENDED BY
SECTION 45 OF THIS ACT.
(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 [(B)] (ii) of subdivision [(2)] (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) [A] UNLESS ORDERED BY A COURT UNDER
SECTION 33-1120, AS AMENDED BY SECTION 58 OF THIS
ACT, A corporation may not indemnify a director
under this section: (1) In connection with a
proceeding by or in the right of the corporation
[in which the director was adjudged liable to 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
[other] proceeding [charging improper personal
benefit to him, whether or not involving action in
his official capacity, in] WITH RESPECT TO CONDUCT
FOR which he was adjudged liable on the basis that
[personal benefit was improperly received by him]
HE RECEIVED A FINANCIAL BENEFIT TO WHICH HE WAS
NOT ENTITLED, WHETHER OR NOT INVOLVING ACTION IN
HIS OFFICIAL CAPACITY.
[(e) Indemnification permitted under this
section in connection with a proceeding by or in
the right of the corporation is limited to
reasonable expenses incurred in connection with
the proceeding.]
[(f)] (e) Notwithstanding any provision of
this section to the contrary, a corporation which
was incorporated under the laws of this state,
whether under chapter 600 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,
[provide its directors with the full amount of
indemnification that] INDEMNIFY UNDER SECTIONS
33-1116 TO 33-1124, INCLUSIVE, AS AMENDED BY THIS
ACT, AND SECTION 63 OF THIS ACT, EXCEPT
SUBDIVISION (2) OF SUBSECTION (a) OF THIS SECTION,
A DIRECTOR TO THE SAME EXTENT the corporation is
permitted to provide [to such directors] 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 33-1121, AS AMENDED BY SECTION 59 OF THIS
ACT.
[(g)] (f) Notwithstanding any other provision
of this section, a corporation which is a "private
foundation" as defined in Section 509 of the
Internal Revenue Code of 1986, or any subsequent
corresponding internal revenue code of the United
States, as from time to time amended, shall not,
during the period it is such a private foundation,
indemnify any person if such indemnity or its
carrying out will constitute a violation of any
provision of section 33-281b or any substantially
like provision which may be contained in the
certificate of incorporation.
Sec. 56. Section 33-1118 of the general
statutes is repealed and the following is
substituted in lieu thereof:
[Unless limited by its certificate of
incorporation, a] 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 [is or] was a
director of the corporation against reasonable
expenses incurred by him in connection with the
proceeding.
Sec. 57. Section 33-1119 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(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 [in
advance of final disposition of the proceeding if:
(1) The director furnishes the corporation a
written affirmation of his good faith belief that
he has met the standard of conduct described in
section 33-1117; (2) the director furnishes the
corporation a written undertaking, executed
personally or on his behalf, to repay the advance
if it is ultimately determined that he did not
meet the standard of conduct; and (3) a
determination is made that the facts then known to
those making the determination would not preclude
indemnification under sections 33-1116 to 33-1124,
inclusive] 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 33-1117,
AS AMENDED BY SECTION 55 OF THIS ACT, OR THAT THE
PROCEEDING INVOLVES CONDUCT FOR WHICH LIABILITY
HAS BEEN ELIMINATED UNDER A PROVISION OF THE
CERTIFICATE OF INCORPORATION AS AUTHORIZED BY
SUBDIVISION (4) OF SUBSECTION (b) OF SECTION
33-1026, AS AMENDED BY SECTION 45 OF THIS ACT; AND
(2) HIS WRITTEN UNDERTAKING TO REPAY ANY FUNDS
ADVANCED IF HE IS NOT ENTITLED TO MANDATORY
INDEMNIFICATION UNDER SECTION 33-1118, AS AMENDED
BY SECTION 56 OF THIS ACT, AND IT IS ULTIMATELY
DETERMINED UNDER SECTION 33-1120, AS AMENDED BY
SECTION 58 OF THIS ACT, OR SECTION 33-1121, AS
AMENDED BY SECTION 59 OF THIS ACT, THAT HE HAS NOT
MET THE RELEVANT STANDARD OF CONDUCT DESCRIBED IN
SECTION 33-1117, AS AMENDED BY SECTION 55 OF THIS
ACT.
(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) [Determinations and authorizations of
payments under this section shall be made in the
manner specified in section 33-1121]
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 33-1100, AS AMENDED BY
SECTION 52 OF THIS ACT, IN WHICH AUTHORIZATION
DIRECTORS WHO DO NOT QUALIFY AS DISINTERESTED
DIRECTORS MAY PARTICIPATE; OR (2) BY THE MEMBERS,
BUT A MEMBER WHO IS ALSO A DIRECTOR WHO AT THE
TIME DOES NOT QUALIFY AS A DISINTERESTED DIRECTOR
MAY NOT VOTE ON THE AUTHORIZATION.
Sec. 58. Section 33-1120 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) [Unless a corporation's certificate of
incorporation provides otherwise, a director of
the corporation] 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. [On] AFTER
receipt of an application [, the court] AND after
giving any notice [the court] IT considers
necessary, [may order indemnification if it
determines: (1) The director is entitled to
indemnification under section 33-1118, in which
case the court shall also order the corporation to
pay the director's reasonable expenses incurred to
obtain court-ordered indemnification; or (2) the
director is fairly and reasonably entitled to
indemnification in view of all the relevant
circumstances, whether or not he met the standard
of conduct set forth in section 33-1117 or was
adjudged liable as described in subsection (d) of
said section, but if he was adjudged so liable his
indemnification is limited to reasonable expenses
incurred] THE COURT SHALL: (1) ORDER
INDEMNIFICATION IF IT DETERMINES THAT THE DIRECTOR
IS ENTITLED TO MANDATORY INDEMNIFICATION UNDER
SECTION 33-1118, AS AMENDED BY SECTION 56 OF THIS
ACT; (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 33-1124, AS AMENDED BY
SECTION 62 OF THIS ACT; 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 33-1117, AS AMENDED BY
SECTION 55 OF THIS ACT, FAILED TO COMPLY WITH
SECTION 33-1119, AS AMENDED BY SECTION 57 OF THIS
ACT, OR WAS ADJUDGED LIABLE IN A PROCEEDING
REFERRED TO IN SUBDIVISION (1) OR (2) OF
SUBSECTION (d) OF SECTION 33-1117, AS AMENDED BY
SECTION 55 OF THIS ACT, 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.
Sec. 59. Section 33-1121 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) A corporation may not indemnify a director
under section 33-1117, AS AMENDED BY SECTION 55 OF
THIS ACT, unless authorized [in the specific case]
FOR A SPECIFIC PROCEEDING after a determination
has been made that indemnification of the director
is permissible [in the circumstances] because he
has met the RELEVANT standard of conduct set forth
in said section.
(b) The determination shall be made:
[(1) By the board of directors by majority
vote of a quorum consisting of directors not at
the time parties to the proceeding;
(2) If a quorum cannot be obtained under
subdivision (1) of this subsection, by majority
vote of a committee duly designated by the board
of directors, in which designation directors who
are parties may participate, consisting solely of
two or more directors not at the time parties to
the proceeding;]
(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;
[(3)] (2) By special legal counsel (A)
selected [by the board of directors or its
committee] in the manner prescribed in subdivision
(1) [or (2)] of this subsection, or (B) if [a
quorum of the board of directors cannot be
obtained under subdivision (1) of this subsection
and a committee cannot be designated under
subsection (2) of this subsection, selected by
majority vote of] THERE ARE FEWER THAN TWO
DISINTERESTED DIRECTORS, SELECTED BY the [full]
board of directors, in which selection directors
who [are parties] DO NOT QUALIFY AS DISINTERESTED
DIRECTORS may participate; or
[(4)] (3) By the members entitled to vote to
elect directors, but any such [members who are
also directors] MEMBER WHO IS ALSO A DIRECTOR who
[are] at the time [parties to the proceeding] DOES
NOT QUALIFY AS A DISINTERESTED DIRECTOR may not
vote on the determination.
(c) Authorization of indemnification [and
evaluation as to reasonableness of expenses] shall
be made in the same manner as the determination
that indemnification is permissible, except that
if [the determination is made by special legal
counsel] THERE ARE FEWER THAN TWO DISINTERESTED
DIRECTORS, authorization of indemnification [and
evaluation as to reasonableness of expenses] shall
be made by those entitled under SUBPARAGRAPH (B)
OF subdivision [(3)] (2) of subsection (b) of this
section to select SPECIAL LEGAL counsel.
Sec. 60. Section 33-1122 of the general
statutes is repealed and the following is
substituted in lieu thereof:
[Unless a corporation's certificate of
incorporation provides otherwise:
(1) An officer who is not a director is
entitled to mandatory indemnification under
section 33-1118, and is entitled to apply for
court-ordered indemnification under section
33-1120, in each case to the same extent as a
director;
(2) The corporation may indemnify and advance
expenses under sections 33-1117 to 33-1124,
inclusive, and 33-1127 to an officer, employee or
agent of the corporation who is not a director to
the same extent as to a director;
(3) Notwithstanding subdivision (4) of this
section, a corporation may also indemnify and
advance expenses to an officer, employee or agent
who is not a director to the extent, consistent
with public policy, that may be provided by
contract, its certificate of incorporation, bylaws
or general or specific action of its board of
directors, each of which may delegate to its
general counsel or other specified officer or
officers 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]
(a) A CORPORATION MAY INDEMNIFY AND ADVANCE
EXPENSES UNDER SECTIONS 33-1116 TO 33-1124,
INCLUSIVE, AS AMENDED BY SECTIONS 54 TO 62,
INCLUSIVE, OF THIS ACT, AND SECTION 63 OF THIS
ACT, 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 33-1118,
AS AMENDED BY SECTION 56 OF THIS ACT, AND MAY
APPLY TO A COURT UNDER SECTION 33-1120, AS AMENDED
BY SECTION 58 OF THIS ACT, 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.
[(4)] (d) A corporation which was incorporated
under the laws of this state, whether under
chapter 600 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 [and advance expenses] under sections
33-1116 to 33-1124, inclusive, AS AMENDED BY
SECTIONS 54 TO 62, INCLUSIVE, OF THIS ACT, AND
SECTION 63 OF THIS ACT, EXCEPT SUBDIVISION (2) OF
SUBSECTION (a) OF SECTION 33-1117, AS AMENDED BY
SECTION 55 OF THIS ACT, [to] 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 33-1117,
AS AMENDED BY SECTION 55 OF THIS ACT, as limited
by section 33-1121, AS AMENDED BY SECTION 59 OF
THIS ACT, and for this purpose the determination
required by section 33-1121, AS AMENDED BY SECTION
59 OF THIS ACT, 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.
Sec. 61. Section 33-1123 of the general
statutes is repealed and the following is
substituted in lieu thereof:
A corporation may purchase and maintain
insurance on behalf of an individual who is [or
was] a director, officer, employee or agent of the
corporation, or who, while a director, officer,
employee or agent of the corporation, [is or was
serving] SERVES at the [request of the
corporation] CORPORATION'S REQUEST as a director,
officer, partner, trustee, employee or agent of
another [foreign or] domestic OR FOREIGN
corporation, partnership, joint venture, trust,
employee benefit plan or other [enterprise]
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 [section 33-1117
or 33-1118] SECTIONS 33-1116 TO 33-1124,
INCLUSIVE, AS AMENDED BY SECTIONS 54 TO 62,
INCLUSIVE, OF THIS ACT, AND SECTION 63 OF THIS
ACT.
Sec. 62. Section 33-1124 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) [A provision treating a corporation's
indemnification of or advance for expenses to
directors that is contained in its certificate of
incorporation, bylaws, a resolution of its members
or board of directors, or in a contract or
otherwise, is valid only if and to the extent the
provision is consistent with sections 33-1116 to
33-1124, inclusive. If the certificate of
incorporation limits indemnification or advance
for expenses, indemnification and advance for
expenses are valid only to the extent consistent
with the certificate.] A CORPORATION MAY, BY A
PROVISION IN ITS CERTIFICATE OF INCORPORATION OR
BYLAWS OR IN A RESOLUTION ADOPTED OR A CONTRACT
APPROVED BY ITS BOARD OF DIRECTORS OR MEMBERS,
OBLIGATE ITSELF IN ADVANCE OF THE ACT OR OMISSION
GIVING RISE TO A PROCEEDING TO PROVIDE
INDEMNIFICATION IN ACCORDANCE WITH SECTION
33-1117, AS AMENDED BY SECTION 55 OF THIS ACT, OR
ADVANCE FUNDS TO PAY FOR OR REIMBURSE EXPENSES IN
ACCORDANCE WITH SECTION 33-1119, AS AMENDED BY
SECTION 57 OF THIS ACT. ANY SUCH PROVISION THAT
OBLIGATES THE CORPORATION TO PROVIDE
INDEMNIFICATION TO THE FULLEST EXTENT PERMITTED BY
LAW SHALL BE DEEMED TO OBLIGATE THE CORPORATION TO
ADVANCE FUNDS TO PAY FOR OR REIMBURSE EXPENSES IN
ACCORDANCE WITH SECTION 33-1119, AS AMENDED BY
SECTION 57 OF THIS ACT, 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, THE BYLAWS OR A
RESOLUTION OF THE BOARD OF DIRECTORS OR MEMBERS 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 SECTION
33-1158.
(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 33-1116 TO
33-1124, INCLUSIVE, AS AMENDED BY SECTIONS 54 TO
62, INCLUSIVE, OF THIS ACT, AND SECTION 63 OF THIS
ACT.
[(b)] (d) Sections 33-1116 to 33-1124,
inclusive, AS AMENDED BY SECTIONS 54 TO 62,
INCLUSIVE, OF THIS ACT, AND SECTION 63 OF THIS
ACT, 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 [has not been made a
named defendant or respondent to the proceeding]
IS NOT A PARTY.
Sec. 63. (NEW) A corporation may provide
indemnification of or advance expenses to a
director, officer, employee or agent only as
permitted by sections 33-1116 to 33-1124,
inclusive, of the general statutes, as amended by
sections 54 to 62, inclusive, of this act.
Sec. 64. Subsection (b) of section 33-1130 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(b) For purposes of this section, members
entitled to vote with respect to a director's
conflicting interest transaction means any members
entitled to vote except members entitled to vote
[that] WHO, to the knowledge, before the vote, of
the secretary or other officer or agent of the
corporation authorized to tabulate votes, are (1)
directors WHO HAVE A CONFLICTING INTEREST
RESPECTING THE TRANSACTION, or (2) controlled by
directors [,] who have a conflicting interest
respecting the transaction or by a related person
[or the] OF ANY SUCH director, or both.
Sec. 65. Subsection (d) of section 33-1145 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) A corporation restating 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 a [certificate] STATEMENT setting
forth: (1) Whether the restatement contains an
amendment to the certificate of incorporation
requiring member approval and, if it does not,
that the board of directors, or the incorporators
before the corporation has directors, adopted the
restatement; or (2) if the restatement contains an
amendment to the certificate OF INCORPORATION
requiring member approval, the information
required by section 33-1144.
Sec. 66. Subsection (f) of section 33-1145 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(f) The Secretary of the State may certify a
restated certificate of incorporation, as the
certificate of incorporation currently in effect,
without including the [certificate] STATEMENT
information required by subsection (d) of this
section.
Sec. 67. Subsection (a) of section 33-1156 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) After adopting a plan of merger, the board
of directors of each corporation party to the
merger shall submit the plan of merger, except as
provided in subsection [(f)] (h) of this section,
for approval by those members who are entitled to
vote on such plan, if any.
Sec. 68. Subsection (b) of section 33-1159 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(b) Upon the merger taking effect, the
surviving foreign corporation of a merger is
deemed to appoint the Secretary of the State AND
HIS SUCCESSORS IN OFFICE as its agent for service
of process in a proceeding to enforce any
obligation or the rights of members of each
domestic corporation party to the merger.
Sec. 69. Section 33-1172 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) At any time after dissolution is
authorized, the corporation may dissolve by
delivering to the Secretary of the State for
filing a certificate of dissolution setting forth:
(1) The name of the corporation; (2) the date
dissolution was authorized; (3) if dissolution was
approved by members: (A) The number of votes
entitled to be cast on the proposal to dissolve;
and (B) either the total number of votes cast for
and against dissolution or the total number of
undisputed votes cast for dissolution and a
statement that the number cast for dissolution was
sufficient for approval; (4) IF DISSOLUTION WAS
AUTHORIZED BY THE BOARD OF DIRECTORS, A STATEMENT
SETTING FORTH (A) THAT THE CORPORATION HAS NO
MEMBERS, OR NO MEMBERS ENTITLED TO VOTE ON THE
DISSOLUTION, (B) THAT THE DISSOLUTION WAS APPROVED
BY RESOLUTION ADOPTED BY THE VOTE OF THE BOARD OF
DIRECTORS AND (C) THE NUMBER OF DIRECTORS REQUIRED
TO TAKE SUCH ACTION AND THE NUMBER OF VOTES CAST
FOR THE RESOLUTION.
(b) If voting by classes of members was
required, the information required by subdivision
(3) of subsection (a) of this section must be
separately provided for each class of members
entitled to vote separately on the [plan to
dissolve] PROPOSAL FOR DISSOLUTION.
[(c) If the corporation has no members, or
only members not entitled to vote, the information
required by subdivision (3) of subsection (a) of
this section must also include a statement that
the corporation has no members, or only members
not entitled to vote, that the dissolution was
approved by resolution adopted by vote of the
board of directors, and a statement of the number
of directors required to take such action and the
number of votes for the resolution.]
[(d)] (c) A corporation is dissolved upon the
effective date of its certificate of dissolution.
Sec. 70. Subsection (c) of section 33-1173 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(c) After the revocation of dissolution is
authorized, the corporation may revoke the
dissolution by delivering to the Secretary of the
State for filing a certificate of revocation of
dissolution [, together with a copy of its
certificate of dissolution,] that sets forth: (1)
The name of the corporation; (2) the effective
date of the dissolution that was revoked; (3) the
date that the revocation of dissolution was
authorized; (4) if the corporation's board of
directors, or incorporators, revoked the
dissolution, a statement to that effect; (5) if
the corporation's board of directors revoked a
dissolution authorized by members, a statement
that revocation was permitted by action of the
board of directors alone pursuant to that
authorization; [and] (6) if member action was
required to revoke the dissolution, the
information required by subdivision (3) of
subsection (a) or subsection (b) of section
33-1172, AS AMENDED BY SECTION 69 OF THIS ACT; AND
(7) IF THE NAME OF THE CORPORATION WHOSE
DISSOLUTION IS TO BE REVOKED IS NO LONGER
AVAILABLE, BE ACCOMPANIED BY AN AMENDMENT OF THE
CERTIFICATE OF INCORPORATION WHICH IDENTIFIES AN
AVAILABLE NAME.
Sec. 71. Subsection (a) of section 33-1183 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A corporation administratively dissolved
[under section 33-1181] may apply to the Secretary
of the State for reinstatement after the effective
date of dissolution. The application must: (1)
Recite the name of the corporation; [(2) state
that the ground or grounds for dissolution either
did not exist or have been eliminated; (3)] (2) if
the name of the corporation to be reinstated is no
longer available, be accompanied simultaneously by
an amendment of the certificate of incorporation
which identifies an available name; and [(4)] (3)
be accompanied by: (A) Payment of all penalties
and forfeitures incurred by the corporation and a
reinstatement fee; (B) an annual report for the
current year; (C) an up-to-date statement or
statements from the Commissioner of Revenue
Services and the administrator of the unemployment
compensation law acting in their respective
capacities, showing, to the best of their
knowledge and belief, as of the date of such
respective statements, either that such
corporation has paid all its taxes and
contributions or that it was not liable for any
taxes or contributions, or that it has made
adequate provisions, with such surety as shall be
satisfactory to said commissioner and said
administrator, for the future payment of any of
its unpaid taxes and unpaid contributions as of
the date of such respective statements provided,
if said commissioner or administrator, as the case
may be, does not issue such statement within five
weeks of the request therefor, the filing of such
statement shall not be required under this
subparagraph; and (D) an appointment of a
registered agent.
Sec. 72. Subsection (d) of section 33-1203 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) Reincorporation shall take effect as
provided in section [33-1004] 33-1006. Upon the
effectiveness of such reincorporation, the
corporation shall cease to be a specially
chartered corporation, shall continue its
corporate existence under sections 33-1000 to
33-1290, inclusive, AS AMENDED BY THIS ACT, and
shall in all respects be subject to and have the
benefits of said sections.
Sec. 73. Subsection (a) of section 33-1210 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A foreign corporation, OTHER THAN AN
INSURANCE, SURETY OR INDEMNITY COMPANY, may not
conduct affairs in this state until it obtains a
certificate of authority from the Secretary of the
State. No foreign corporation [engaged to conduct]
CONDUCTING the affairs of a state bank and trust
company, savings bank or building and loan
association, railroad company, telegraph company,
gas, electric light or water company, or of any
company requiring the right to take and condemn
lands or to occupy the public highways of this
state, and no foreign telephone company, shall
conduct in this state affairs authorized by its
certificate of incorporation or by the laws of the
state under which it was organized, unless
empowered so to do by some general or special act
of this state, except for the purpose of carrying
out and renewing contracts existing upon August 1,
1903. No insurance, surety or indemnity company
shall conduct affairs in this state until it has
procured a license from the Insurance Commissioner
in accordance with the provisions of section
38a-41.
Sec. 74. Subsection (a) of section 33-1212 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A foreign corporation may apply for a
certificate of authority to conduct affairs in
this state by delivering an application to the
Secretary of the State for filing. The application
shall set forth: (1) The name of the foreign
corporation or, if its name is unavailable for use
in this state, a corporate name that satisfies the
requirements of section 33-1215; (2) the name of
the state or country under whose law it is
incorporated; (3) its date of incorporation and
period of duration; (4) the street address of its
principal office; (5) the address of its
registered office in this state and the name of
its registered agent at that office; and (6) the
names and RESPECTIVE business AND RESIDENCE
addresses OF THE DIRECTORS AND OFFICERS OF THE
FOREIGN CORPORATION, EXCEPT THAT WHERE GOOD CAUSE
IS SHOWN, THE SECRETARY OF THE STATE MAY ACCEPT
BUSINESS ADDRESSES IN LIEU OF BUSINESS AND
RESIDENCE ADDRESSES OF THE DIRECTORS AND OFFICERS
OF THE CORPORATION or, if there is no business
address for any such person, the residence
address, of its current directors and officers.
Sec. 75. Subsection (a) of section 33-1215 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) THE CORPORATE NAME OF A FOREIGN
CORPORATION MUST SATISFY THE REQUIREMENTS OF
SECTION 33-1045. If the corporate name of a
foreign corporation does not satisfy the
requirements of section 33-1045, the foreign
corporation IN ORDER to SATISFY THE REQUIREMENTS
OF SAID SECTION AND obtain or maintain a
certificate of authority to conduct affairs in
this state: (1) May add the word "corporation",
"incorporated" or "company", or the abbreviation
"corp.", "inc." or "co.", to its corporate name
for use in this state; or (2) may use a fictitious
name WHICH INCLUDES "CORPORATION", "INCORPORATED"
OR "COMPANY", OR WORDS OR ABBREVIATIONS OF LIKE
IMPORT IN ANOTHER LANGUAGE to conduct affairs in
this state if its real name is unavailable and it
includes with its application for a certificate of
authority a copy of the resolution of its board of
directors, certified by its secretary, adopting
the fictitious name.
Sec. 76. Section 33-1216 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) Each foreign corporation authorized to
conduct affairs in this state shall continuously
maintain in this state: (1) A registered office
that may be the same as any of its offices; and
(2) a registered agent AT SUCH REGISTERED OFFICE,
who may be: (A) A natural person who is a resident
in this state; (B) a domestic corporation or
business corporation; or (C) a corporation or
business corporation not organized under the laws
of this state and which has procured a certificate
of authority to conduct affairs OR TRANSACT
BUSINESS in this state.
(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 [or his
successor] AND HIS SUCCESSORS in office to act as
its registered agent.
Sec. 77. Subsection (a) of section 33-1217 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A foreign corporation authorized to
conduct affairs in this state 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)
Its name; (2) IF THE CURRENT REGISTERED OFFICE IS
TO BE CHANGED, the street address of its current
registered office [; (3) if the current registered
office is to be changed,] AND the street address
of its new registered office; [(4)] AND (3) IF THE
CURRENT REGISTERED AGENT IS TO BE CHANGED, the
name of its current registered agent [; and (5) if
the current registered agent is to be changed,]
AND the name of its new registered agent and the
new agent's written consent, either on the
statement or attached to it, to the appointment.
Sec. 78. Section 33-1218 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) The registered agent of a foreign
corporation may resign his agency appointment by
signing and delivering to the Secretary of the
State for filing the original and [two] ONE exact
or conformed [copies] COPY of a statement of
resignation. The statement of resignation may
include a statement that the registered office is
also discontinued.
(b) After filing the statement, the Secretary
of the State shall [attach the filing receipt to
one copy and mail the copy and receipt to the
registered office if not discontinued. The
Secretary of the State shall] mail the [other]
copy to the foreign corporation at its principal
office address shown in its most recent annual
report.
(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.
Sec. 79. Section 33-1219 of the general
statutes is repealed and the following is
substituted in lieu thereof:
(a) The registered agent of a foreign
corporation authorized to conduct affairs in this
state is the corporation's agent for service of
process, notice or demand required or permitted by
law to be served on the foreign corporation.
[Service] WHEN THE REGISTERED AGENT IS OTHER THAN
THE SECRETARY OF THE STATE AND HIS SUCCESSORS IN
OFFICE, 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) A foreign corporation may be served by ANY
PROPER OFFICER OR OTHER PERSON LAWFULLY EMPOWERED
TO MAKE SERVICE BY registered or certified mail,
return receipt requested, addressed to the
secretary of the foreign corporation at its
principal office shown in its application for a
certificate of authority or in its most recent
annual report if the foreign corporation: (1) Has
no registered agent or its registered agent cannot
with reasonable diligence be served; (2) has
withdrawn from conducting affairs in this state
under section 33-1222, AS AMENDED BY SECTIONS 80
AND 81 OF THIS ACT; or (3) has had its certificate
of authority revoked under section 33-1226, AS
AMENDED BY SECTION 82 OF THIS ACT.
(c) When the Secretary of the State and his
successors IN OFFICE have been appointed [such] A
FOREIGN corporation's registered agent, a foreign
corporation [authorized to conduct affairs in this
state] may be served by any proper officer or
other person lawfully empowered to make service by
leaving two true and attested copies thereof
together with the required fee at the office of
the Secretary of the State or depositing the same
in the United States mail, by registered or
certified mail, postage prepaid, addressed to such
office. The Secretary of the State shall file one
copy of such process and keep a record of the date
and hour of such receipt. He shall, within two
business days after such service, forward by
registered or certified mail the copy of such
process to the corporation at the address of its
[executive offices] PRINCIPAL OFFICE as last shown
on his records.
[(c)] (d) Service is [perfected] EFFECTIVE
under subsection (b) of this section at the
earliest of: (1) The date the foreign corporation
receives the mail; (2) the date shown on the
return receipt, if signed on behalf of the foreign
corporation; AND (3) five days after its deposit
in the United States mail, as evidenced by the
postmark, if mailed [postpaid] POSTAGE PREPAID and
correctly addressed. [; and (4) in] IN the case of
service on the Secretary of the State, service so
made shall be effective as of the date and hour
received by the Secretary of the State as shown on
his [record] RECORDS.
[(d)] (e) Every foreign corporation which
conducts affairs in this state in violation of
section 33-1210, AS AMENDED BY SECTION 73 OF THIS
ACT, shall be subject to suit in this state upon
any cause of action arising out of such affairs.
[(e)] (f) Every foreign corporation shall be
subject to suit in this state, by a resident of
this state or by a person having a usual place of
business in this state, whether or not such
foreign corporation is conducting or has conducted
affairs in this state and whether or not it is
engaged exclusively in interstate or foreign
commerce, on any cause of action arising as
follows: (1) Out of any contract made in this
state or to be performed in this state; (2) out of
any solicitation in this state by mail or
otherwise if the corporation has repeatedly so
solicited, whether the orders or offers relating
thereto were accepted within or without the state;
(3) out of the production, manufacture or
distribution of goods by such corporation with the
reasonable expectation that such goods are to be
used or consumed in this state and are so used or
consumed, regardless of how or where the goods
were produced, manufactured, marketed or sold or
whether or not through the medium of independent
contractors or dealers; or (4) out of tortious
conduct in this state, whether arising out of
repeated activity or single acts, and whether
arising out of misfeasance or nonfeasance.
(g) IN ANY ACTION BROUGHT UNDER SUBSECTION (e)
OR (f) OF THIS SECTION, OR IN ANY FORECLOSURE OR
OTHER ACTION INVOLVING REAL PROPERTY LOCATED IN
THIS STATE IN WHICH A FOREIGN CORPORATION,
ALTHOUGH NOT CONDUCTING AFFAIRS IN THIS STATE,
OWNS OR CLAIMS TO OWN AN INTEREST, SERVICE OF
PROCESS ON SUCH CORPORATION MAY BE MADE AS
PROVIDED IN SUBSECTION (b) OF THIS SECTION, EXCEPT
THAT THE SERVICE SHALL BE ADDRESSED TO THE
CORPORATION AT ITS PRINCIPAL OFFICE OR, IF IT HAS
NO SUCH OFFICE OR THE ADDRESS OF SUCH OFFICE IS
NOT KNOWN, TO SUCH CORPORATION'S LAST OFFICE AS
SHOWN IN THE OFFICIAL REGISTRY OF THE STATE OR
COUNTRY OF ITS INCORPORATION, WHICH ADDRESS SHALL
BE SET FORTH IN THE WRIT OR OTHER PROCESS.
[(f)] (h) This section does not prescribe the
only means, or necessarily the required means, of
serving a foreign corporation.
Sec. 80. Subsection (b) of section 33-1222 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(b) A foreign corporation authorized to
conduct affairs in this state may apply for a
certificate of withdrawal by delivering an
application to the Secretary of the State for
filing. The application shall set forth: (1) The
name of the foreign corporation and the name of
the state or country under whose law it is
incorporated; (2) that it is not conducting
affairs in this state and that it surrenders its
authority to conduct affairs in this state; (3)
that it revokes the authority of its registered
agent to accept service on its behalf and appoints
the Secretary of the State AND HIS SUCCESSORS IN
OFFICE as its agent for service of process in any
proceeding based on a cause of action arising
during the time it was authorized to conduct
affairs in this state; (4) a mailing address to
which the Secretary of the State may mail a copy
of any process served on him under subdivision (3)
of this subsection; and (5) a commitment to notify
the Secretary of the State in the future of any
change in its mailing address.
Sec. 81. Subsection (c) of section 33-1222 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(c) After the withdrawal of the corporation is
effective, service of process on the Secretary of
the State [under this section] AS PROVIDED IN
SECTION 33-1219, AS AMENDED BY SECTION 79 OF THIS
ACT, is service on the foreign corporation. [Upon
receipt of process, the Secretary of the State
shall, within two business days, mail a copy of
the process to the foreign corporation at the
mailing address set forth under subsection (b) of
this section.]
Sec. 82. Subsection (d) of section 33-1226 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) The Secretary of the State's revocation of
a foreign corporation's certificate of authority
appoints the Secretary of the State the foreign
corporation's agent for service of process in any
proceeding based on a cause of action which arose
during the time the foreign corporation was
authorized to conduct affairs in this state.
Service of process on the Secretary of the State
[under this subsection] AS PROVIDED IN SECTION
33-1219, AS AMENDED BY SECTION 79 OF THIS ACT, is
service on the foreign corporation. [Upon receipt
of process, the Secretary of the State shall,
within two business days, mail a copy of the
process to the secretary of the foreign
corporation at its principal office shown in its
most recent annual report or in any subsequent
communication received from the corporation
stating the current mailing address of its
principal office, or, if none is on file, in its
application for a certificate of authority.]
Sec. 83. Subsection (c) of section 33-1238 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(c) If the court orders inspection and copying
of the records demanded, it shall also order the
corporation to pay the member's costs, including
reasonable [counsel] ATTORNEY'S fees, incurred to
obtain the order unless the corporation proves
that it refused inspection in good faith because
it had a reasonable basis for doubt about the
right of the member to inspect the records
demanded.
Sec. 84. Subsection (a) of section 33-741 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A director may resign at any time by
delivering written notice to the board of
directors, [its] THE chairman OF THE BOARD OF
DIRECTORS or [to] the corporation.
Sec. 85. Subdivision (3) of section 33-781 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(3) "Related person" of a director means (A)
the spouse OF THE DIRECTOR, or a parent or sibling
thereof, [of the director,] or a child,
grandchild, sibling [,] OR parent OF THE DIRECTOR,
or THE spouse of any thereof, [of the director,]
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.
Sec. 86. Subsection (d) of section 33-831 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) The corporation shall notify each
shareholder, whether or not entitled to vote, of
the proposed shareholders' meeting in accordance
with section 33-699. The notice shall also state
that the purpose, or one of the purposes, of the
meeting is to consider the sale, lease, exchange
or other disposition of all, or substantially all,
OF the property of the corporation and contain or
be accompanied by a description of the
transaction.
Sec. 87. Subsection (b) of section 33-936 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(b) If the foreign corporation does not
correct each ground for revocation or demonstrate
to the reasonable satisfaction of the Secretary of
the State that each ground determined by the
secretary of the state does not exist within sixty
days after service of the notice is [perfected]
EFFECTIVE under section 33-929, the Secretary of
the State may revoke the foreign corporation's
certificate of authority by signing a certificate
of revocation that recites the ground or grounds
for revocation and its effective date. The
Secretary of the State shall file the original of
the certificate and serve a copy on the foreign
corporation under section 33-929.
Sec. 88. Subsection (a) of section 33-937 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A foreign corporation may appeal the
Secretary of the State's revocation of its
certificate of authority to the superior court
within thirty days after service of the
certificate of revocation is [perfected] EFFECTIVE
under section 33-929. The foreign corporation
appeals by petitioning the court to set aside the
revocation and attaching to the petition copies of
its certificate of authority and the Secretary of
the State's certificate of revocation.
Sec. 89. Subsection (a) of section 33-1087 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A director may resign at any time by
delivering written notice to the board of
directors, [its] THE chairman OF THE BOARD OF
DIRECTORS or [to] the corporation.
Sec. 90. Subdivision (3) of section 33-1127 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(3) "Related person" of a director means (A)
the spouse OF THE DIRECTOR, or a parent or sibling
thereof, [of the director,] or a child,
grandchild, sibling [,] OR parent OF THE DIRECTOR,
or THE spouse of any thereof, [of the director,]
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.
Sec. 91. Subsection (d) of section 33-1130 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) For purposes of compliance with subsection
(a) of this section, a director who has a
conflicting interest respecting the transaction
shall, before the members' 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 members that the
director knows are controlled by the director or
by a related person of the director, or both.
Sec. 92. Subsection (d) of section 33-1166 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(d) The corporation shall notify each member
entitled to vote on the proposed transaction, if
any, of the proposed members' meeting in
accordance with section 33-1065. The notice shall
also state that the purpose, or one of the
purposes, of the meeting is to consider the sale,
lease, exchange or other disposition of all, or
substantially all, OF the property of the
corporation and contain or be accompanied by a
description of the transaction.
Sec. 93. Subsection (a) of section 33-1176 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) The assets of a corporation in the process
of dissolution shall be applied and distributed as
follows: (1) All liabilities and other obligations
of the corporation shall be paid, satisfied and
discharged, or adequate provision shall be made
therefor; (2) assets held by the corporation upon
condition requiring return, transfer or
conveyance, which condition occurs by reason of
the dissolution, shall be returned, transferred or
conveyed in accordance with such requirements; (3)
assets received and held by the corporation
subject to limitations permitting their use only
for charitable, religious, eleemosynary,
benevolent, educational or similar purposes, but
not held upon a condition requiring return,
transfer or conveyance by reason of the
dissolution, shall be transferred or conveyed to
one or more domestic or foreign corporations,
societies or organizations engaged in activities
substantially similar to those of the dissolving
corporation, pursuant to a plan of distribution
adopted as provided in section 33-1175; (4) other
assets, if any, shall be distributed pro rata
among the members of the corporation except to the
extent that the certificate of incorporation
determines the distributive rights of members, or
any class or classes of members, or provides for
distribution to others; and (5) any remaining
assets may be distributed to such persons,
societies, organizations or domestic or foreign
corporations, whether for profit or
[not-for-profit] NONPROFIT, as may be specified in
a plan of distribution adopted as provided in
section 33-1175.
Sec. 94. Subsection (b) of section 33-1226 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(b) If the foreign corporation does not
correct each ground for revocation or demonstrate
to the reasonable satisfaction of the Secretary of
the State that each ground determined by the
Secretary of the State does not exist within sixty
days after service of the notice is [perfected]
EFFECTIVE under section 33-1219, the Secretary of
the State may revoke the foreign corporation's
certificate of authority by signing a certificate
of revocation that recites the ground or grounds
for revocation and its effective date. The
Secretary of the State shall file the original of
the certificate and serve a copy on the foreign
corporation under section 33-1219.
Sec. 95. subsection (a) of section 33-1227 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(a) A foreign corporation may appeal the
Secretary of the State's revocation of its
certificate of authority to the Superior Court
within thirty days after service of the
certificate of revocation is [perfected] EFFECTIVE
under section 33-1219. The foreign corporation
appeals by petitioning the court to set aside the
revocation and attaching to the petition copies of
its certificate of authority and the Secretary of
the State's certificate of revocation.
Sec. 96. Subsection (b) of section 36a-105 of
the general statutes is repealed and the following
is substituted in lieu thereof:
(b) Any capital stock Connecticut bank may
increase its authorized capital stock to any
amount approved by the commissioner. An amendment
to the certificate of incorporation of such bank
increasing or decreasing its authorized capital
stock shall be executed and filed as provided in
section [33-422] 33-608. No such amendment shall
become effective until a certificate from the
commissioner approving such increase or decrease
has been filed with the Secretary of the State.
Sec. 97. (a) Service of process on a foreign
corporation without a certificate of authority
made on or after January 1, 1997, and prior to the
effective date of this act, otherwise valid except
that such service was made by registered or
certified mail, return receipt requested,
addressed to the secretary of the foreign
corporation at its principal office, is validated.
(b) If any civil action against a foreign
corporation without a certificate of authority has
failed to be tried on its merits because the
action has been dismissed by the Superior Court
for want of jurisdiction due to service being made
on the foreign corporation on or after January 1,
1997, and prior to the effective date of this act
by registered or certified mail, return receipt
requested, addressed to the secretary of the
foreign corporation at its principal office, the
plaintiff may, within ninety days of the effective
date of this act, petition the court to reopen the
action. Notwithstanding the provisions of section
52-212a of the general statutes, the plaintiff
shall have the right to have such action reopened
unless the court finds that the judgment of the
Superior Court has been appealed and a final
judgment has been rendered on such appeal.
Sec. 98. Public act 97-189 shall take effect
October 1, 1997, and sections 1 to 6, inclusive,
thereof shall be applicable to disclaimers
delivered on or after said date and transfers
affected by such disclaimers.
Sec. 99. This act shall take effect from its
passage.
Approved June 27, 1997