Substitute House Bill No. 5694
          Substitute House Bill No. 5694

              PUBLIC ACT NO. 98-137


AN ACT CONCERNING  CORPORATIONS AND OTHER BUSINESS
ORGANIZATIONS, THE ASSIGNMENT  OF LOTTERY WINNINGS
AND THE STATUTE  OF LIMITATIONS ON ACTIONS AGAINST
LAND SURVEYORS.


    Be it enacted  by  the  Senate  and  House  of
Representatives in General Assembly convened:
    Section  1.  Section  33-602  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    As  used  in   sections   33-600   to  33-998,
inclusive, AS AMENDED:
    (1) "Address" means  location  as described by
the full street  number,  if  any, street, city or
town, state or  country  and not a mailing address
such as a post office box.
    (2) "Authorized shares"  means  the  shares of
all classes a  domestic  or foreign corporation is
authorized to issue.
    (3) "Certificate of  incorporation"  means the
original certificate of  incorporation or restated
certificate of incorporation,  and  all amendments
thereto,  and  all   certificates   of  merger  or
consolidation.  In  the   case   of   a  specially
chartered     corporation,     "certificate     of
incorporation" means the  special  charter  of the
corporation,  including  any   portions   of   the
charters of its  predecessor  companies which have
continuing  effect,  and  any  amendments  to  the
charter made by special act or pursuant to general
law. In the  case  of  a corporation formed before
January  1, 1961,  or  of  a  specially  chartered
corporation,   "certificate   of    incorporation"
includes those portions  of  any  other  corporate
instruments or resolutions  of current application
in which are  set out provisions of the sort which
either (A) are  required  by  sections  33-600  to
33-998, inclusive, AS  AMENDED,  to be embodied in
the  certificate  of   incorporation  or  (B)  are
expressly permitted by  sections 33-600 to 33-998,
inclusive, AS AMENDED,  to  be  operative  only if
included in the  certificate  of incorporation. It
also includes what were, prior to January 1, 1961,
designated at law  as  agreements  of association,
articles of incorporation, charters and other such
terms.
    (4)  "Conspicuous" means  so  written  that  a
reasonable person against  whom  the writing is to
operate  should  have  noticed  it.  For  example,
printing in italics  or  boldface  or  contrasting
color, or typing  in  capitals  or  underlined, is
conspicuous.
    (5)  "Corporation" or  "domestic  corporation"
means a corporation  with  capital stock, which is
not a foreign  corporation, incorporated under the
laws of this state, whether general law or special
act and whether before or after January 1, 1997.
    (6)  "Deliver"  [includes]  MEANS  any  method
[that  is]  OF   DELIVERY   used  in  conventional
commercial  practice [for  furnishing  information
that   allows   for   retention,   retrieval   and
reproduction of the  information by the person for
whom it is  furnished] INCLUDING DELIVERY BY HAND,
MAIL,   COMMERCIAL   DELIVERY    AND    ELECTRONIC
TRANSMISSION.
    (7) "Distribution" means  a direct or indirect
transfer of money  or  other  property, except its
own shares, or  incurrence  of  indebtedness  by a
corporation  to  or   for   the   benefit  of  its
shareholders in respect  of  any  of its shares. A
distribution may be  in  the form of a declaration
or payment of  a  dividend; a purchase, redemption
or other acquisition  of shares; a distribution of
indebtedness; or otherwise.
    (8) "Document" includes  anything delivered to
the office of  the  Secretary  of  the  State  for
filing under sections 33-600 to 33-998, inclusive.
    (9) "Effective date  of  notice" is defined in
section 33-603.
    (10)     "ELECTRONIC     TRANSMISSION"      OR
"ELECTRONICALLY TRANSMITTED" MEANS  ANY PROCESS OF
COMMUNICATION THAT IS  SUITABLE FOR THE RETENTION,
RETRIEVAL AND REPRODUCTION  OF  INFORMATION BY THE
RECIPIENT AND WHICH  DOES NOT DIRECTLY INVOLVE THE
PHYSICAL TRANSFER OF PAPER.
    [(10)] (11) "Employee" includes an officer but
not a director.  A director may accept duties that
make him also an employee.
    [(11)] (12) "Entity"  includes  a  corporation
and  foreign corporation;  nonprofit  corporation;
profit and nonprofit  unincorporated  association;
business  trust,  estate,   partnership,   limited
liability company, trust  and  two or more persons
having a joint  or  common  economic interest; and
state, United States or foreign government.
    [(12)]  (13)  "Foreign  corporation"  means  a
corporation incorporated under  a  law  other than
the law of this state.
    [(13)]    (14)   "Governmental    subdivision"
includes   authority,   county,    district    and
municipality.
    [(14)]  (15)  "Includes"   denotes  a  partial
definition.
    [(15)] (16) "Individual"  includes  the estate
of an incompetent or deceased individual.
    [(16)]  (17)  "Means"  denotes  an  exhaustive
definition.
    [(17)] (18) "Notice"  is  defined  in  section
33-603.
    [(18)] (19) "Person"  includes  individual and
entity.
    [(19)] (20) "Principal  office"  of a domestic
corporation means the  address  of  the  principal
office of such  corporation in this state, if any,
as the same  appears in the last annual report, if
any, filed by  such corporation with the Secretary
of the State.  If  no principal office so appears,
the  corporation's "principal  office"  means  the
address  in  this   state   of  the  corporation's
registered agent for  service as last shown on the
records of the Secretary of the State. In the case
of a domestic corporation which has not filed such
an  annual report  or  appointment  of  registered
agent for service,  the  "principal  office" means
the address of  the principal place of business of
such corporation in  this  state,  if  any, and if
such corporation has  no place of business in this
state, its "principal  office" shall be the office
of the Secretary of the State.
    [(20)] (21) "Proceeding"  includes  civil suit
and  criminal,  administrative  and  investigatory
action.
    [(21)]  (22)  "Record  date"  means  the  date
established  under  sections   33-665  to  33-687,
inclusive,   or   sections   33-695   to   33-727,
inclusive, on which  a  corporation determines the
identity   of   its    shareholders    and   their
shareholdings for purposes  of  sections 33-600 to
33-998, inclusive, AS  AMENDED. The determinations
shall be made  as  of the close of business on the
record date unless  another  time  for doing so is
specified when the record date is fixed.
    [(22)] (23) "Secretary"  means  the  corporate
officer to whom  under  the bylaws or by the board
of  directors is  delegated  responsibility  under
subsection (c) of  section  33-763  for custody of
the  minutes of  the  meetings  of  the  board  of
directors  and  of   the   shareholders   and  for
authenticating records of the corporation.
    [(23)] (24) "Secretary of the State" means the
Secretary of the State of Connecticut.
    [(24)]  (25) "Shares"  means  the  units  into
which the proprietary  interests  in a corporation
are divided.
    [(25)] (26) "Shareholder"  means the person in
whose name shares are registered in the records of
a corporation or the beneficial owner of shares to
the extent of  the  rights  granted  by  a nominee
certificate on file with a corporation.
    (27)  "SIGN"  OR   "SIGNATURE"   INCLUDES  ANY
MANUAL, FACSIMILE OR CONFORMED SIGNATURE.
    [(26)] (28) "State",  when referring to a part
of  the  United   States,  includes  a  state  and
commonwealth, and their  agencies and governmental
subdivisions,   and  a   territory   and   insular
possession, and their  agencies  and  governmental
subdivisions, of the United States.
    [(27)] (29) "Subscriber"  means  a  person who
subscribes for shares  in  a  corporation, whether
before or after incorporation.
    [(28) "Transmitted by  electronic means" means
any  process  of   communication   not   involving
principally the physical transfer of paper.]
    [(29)]  (30)  "United   States"  includes  any
district,    authority,    bureau,     commission,
department and other agency of the United States.
    [(30)] (31) "Voting group" means all shares of
one or more  classes  or  series  that  under  the
certificate of incorporation or sections 33-600 to
33-998, inclusive, AS  AMENDED,  are  entitled  to
vote and be  counted  together  collectively  on a
matter at a  meeting  of  shareholders. All shares
entitled by the  certificate  of  incorporation or
said sections to  vote generally on the matter are
for that purpose a single voting group.
    Sec.  2.  Section   33-603   of   the  general
statutes, as amended by sections 1 and 2 of public
act  97-246, is  repealed  and  the  following  is
substituted in lieu thereof:
    (a) Notice under  sections  33-600  to 33-998,
inclusive, AS AMENDED,  shall be in writing unless
oral notice is reasonable under the circumstances.
[Notice transmitted or  received electronically is
in  writing  and   is  written  notice  if  it  is
accomplished in a  manner  that  is  suitable  for
retention,  retrieval  and   reproduction  of  the
notice by the  recipient]  WRITTEN NOTICE INCLUDES
NOTICE BY ELECTRONIC TRANSMISSION.
    (b) Notice may  be  communicated in person, BY
MAIL OR OTHER METHOD OF DELIVERY, OR by telephone,
[telegraph, teletype or  other  form  of  wire  or
wireless  communication, or  by  mail  or  private
carrier] VOICE MAIL  OR OTHER ELECTRONIC MEANS. If
these forms of  personal notice are impracticable,
notice  may be  communicated  by  a  newspaper  of
general circulation in the area where published or
by  radio, television  or  other  form  of  public
broadcast communication.
    (c) Written notice  by  a  domestic or foreign
corporation   to  its   shareholder,   if   in   a
comprehensible form, is effective (1) upon deposit
in the United  States  mail,  as  evidenced by the
postmark, if mailed  postage prepaid and correctly
addressed to the  shareholder's  address  shown in
the corporation's current  record of shareholders,
OR  (2)  when   ELECTRONICALLY   transmitted   [by
facsimile   or   other    electronic    means   if
transmitted] to the  shareholder in [the] A manner
authorized by the  shareholder.  [for  purposes of
facsimile or electronic  transmission, as the case
may be.]
    (d) Written notice  to  a  domestic or foreign
corporation  authorized to  transact  business  in
this state may  be  addressed  to  its  registered
agent  at  its   registered   office   or  to  the
corporation  or its  secretary  at  its  principal
office shown in  its most recent annual report or,
in the case  of a foreign corporation that has not
yet delivered an annual report, in its application
for a certificate of authority.
    (e)  Except as  provided  in  subsection  (c),
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 postage prepaid and correctly
addressed; or (3)  on the date shown on the return
receipt, if sent  by  registered or certified mail
or a commercial  delivery  service, return receipt
requested, and the  receipt  is  signed  by  or on
behalf of the addressee.
    (f) Oral notice is effective when communicated
if communicated in a comprehensible manner.
    (g) If sections  33-600  to 33-998, inclusive,
AS  AMENDED,  prescribe  notice  requirements  for
particular   circumstances,   those   requirements
govern. If a certificate of incorporation or bylaw
prescribes notice requirements,  not  inconsistent
with this section  or  other  provisions  of  said
sections, those requirements govern.
    (h) In computing  the  period  of  time of any
notice  required  or  permitted  to  be  given  by
sections 33-600 to  33-998, inclusive, AS AMENDED,
or under the  provisions  of  the  certificate  of
incorporation or bylaws  of  a corporation or of a
resolution of shareholders  or  directors, the day
on which the  notice  is  given shall be excluded,
and the day  on  which  the  matter  noticed is to
occur shall be  included,  in  the  absence  of  a
contrary provision.
    Sec. 3. Section 33-698 of the general statutes
is repealed and  the  following  is substituted in
lieu thereof:
    (a) Any action  which,  under any provision of
sections 33-600 to  33-998, inclusive, AS AMENDED,
may be taken  at  a meeting of shareholders may be
taken  without  a   meeting  as  follows:  (1)  By
[consent] ONE OR MORE CONSENTS in writing, setting
forth the action  so taken or to be taken, BEARING
THE DATE OF  SIGNATURE  AND  signed  by all of the
persons who would  be  entitled  to vote upon such
action at a  meeting,  or by their duly authorized
attorneys,  which  action  for  purposes  of  this
section is hereafter  referred  to  as  "unanimous
written consent"; or  (2)  if  the  certificate of
incorporation so provides,  by  [consent]  ONE  OR
MORE CONSENTS in  writing,  BEARING  THE  DATE  OF
SIGNATURE  AND setting  forth  the  action  to  be
taken, signed by  persons  holding such designated
proportion,  not less  than  a  majority,  of  the
voting power of  shares,  or  of the shares of any
particular class, entitled  to  vote thereon or to
take  such action,  as  may  be  provided  in  the
certificate  of  incorporation,   or   their  duly
authorized attorneys; except  that  directors  may
not be elected by action of shareholders without a
meeting of shareholders  other  than  by unanimous
written consent, or  pursuant to a plan of merger.
If action is  proposed  to  be  taken  by  written
consent of less than all of such persons, or their
duly authorized attorneys,  notice  in  writing of
such proposed action shall be given to each person
who would be entitled to vote thereon at a meeting
held for that  purpose. Such notice shall be given
in the manner  of  giving  notice  of a meeting of
shareholders not less  than  twenty  days nor more
than fifty days  before the date any such consents
are to become  effective.  If  not  less than five
days before the  date  any  such  consents  are to
become effective, the secretary of the corporation
shall have received  from  such  persons, or their
duly authorized attorneys,  holding  not less than
one-tenth  of  the  voting  power  of  all  shares
entitled to vote  at  such  a meeting, a demand in
writing that such  action  not be taken by written
consent, all persons to whom such notice was given
shall be so  notified,  and  the corporation shall
not take such  proposed action except at a meeting
of shareholders. The  secretary  shall  file  such
consent or consents,  or certify the tabulation of
such consents and  file such certificate, with the
minutes of the  meetings of the shareholders. [Any
consent  or consents  which  become  effective  as
provided herein shall  have  the  same  force  and
effect as a vote of shareholders at a meeting duly
held, and may be stated as such in any certificate
or document filed under sections 33-600 to 33-998,
inclusive.]
    (b)  If  not  otherwise  fixed  under  section
33-697 or 33-701,  the record date for determining
shareholders entitled to  take  action  without  a
meeting is the  date  the  first shareholder signs
the consent under  subsection (a) of this section.
NO WRITTEN CONSENT  SHALL BE EFFECTIVE TO TAKE THE
CORPORATE  ACTION  REFERRED   TO  THEREIN  UNLESS,
WITHIN SIXTY DAYS  OF  THE EARLIEST DATE APPEARING
ON A CONSENT  DELIVERED  TO THE CORPORATION IN THE
MANNER REQUIRED BY  THIS SECTION, WRITTEN CONSENTS
SIGNED BY SHAREHOLDERS  SUFFICIENT  IN  NUMBER  TO
TAKE  CORPORATE  ACTION   ARE   RECEIVED   BY  THE
CORPORATION. A WRITTEN CONSENT MAY BE REVOKED BY A
WRITING TO THAT  EFFECT,  PROVIDED SUCH REVOCATION
SHALL NOT BE  EFFECTIVE  IF  IT IS RECEIVED BY THE
CORPORATION AFTER THE  CORPORATION  HAS RECEIVED A
SUFFICIENT NUMBER OF UNREVOKED WRITTEN CONSENTS TO
TAKE CORPORATE ACTION.
    (c) A consent  signed  under  this section has
the effect of  a meeting vote and may be described
as such in any document.
    Sec.  4.  (NEW)   (a)   At   each  meeting  of
shareholders,  a chairperson  shall  preside.  The
chairperson shall be  appointed as provided in the
bylaws or, in  the  absence  of such provision, by
the board of directors.
    (b) The chairperson, unless the certificate of
incorporation or bylaws  provide  otherwise, shall
determine the order of business and shall have the
authority to establish  rules  for  the conduct of
the meeting.
    (c) Any rules adopted for, and the conduct of,
the meeting shall be fair to shareholders.
    (d)  The  chairperson  of  the  meeting  shall
announce at the  meeting  when the polls close for
each matter voted  upon.  If  no  announcement  is
made, the polls  shall  be  deemed  to have closed
upon the final  adjournment  of the meeting. After
the polls close, no ballots, proxies or votes, nor
any  revocations  or   changes   thereto,  may  be
accepted.
    Sec. 5. Section 33-706 of the general statutes
is repealed and  the  following  is substituted in
lieu thereof:
    (a)  A shareholder  may  vote  his  shares  in
person or by proxy.
    (b)   A   shareholder    OR   HIS   AGENT   OR
ATTORNEY-IN-FACT may appoint  a  proxy  to vote or
otherwise act for [him] THE SHAREHOLDER by signing
an appointment form [, either personally or by his
attorney-in-fact] OR BY AN ELECTRONIC TRANSMISSION
OF  THE APPOINTMENT.  AN  ELECTRONIC  TRANSMISSION
MUST CONTAIN OR BE ACCOMPANIED BY INFORMATION FROM
WHICH ONE CAN  DETERMINE THAT THE SHAREHOLDER, THE
SHAREHOLDER'S   AGENT   OR    THE    SHAREHOLDER'S
ATTORNEY-IN-FACT    AUTHORIZED   THE    ELECTRONIC
TRANSMISSION.
    (c) An appointment  of  a  proxy  is effective
when A SIGNED  APPOINTMENT  FORM  OR AN ELECTRONIC
TRANSMISSION OF THE APPOINTMENT IS received by the
[secretary or other officer or agent] INSPECTOR OF
ELECTION  OR  THE   OFFICER   OR   AGENT   OF  THE
CORPORATION  authorized  to   tabulate   votes.  A
photographic  or  similar   reproduction   of   an
appointment, or a  telegram,  cablegram, facsimile
transmission, wireless or  similar transmission of
an appointment received  by  such  person shall be
sufficient   to  effect   such   appointment.   An
appointment is valid  for  eleven  months unless a
longer  period  is   expressly   provided  in  the
appointment. [form.]
    (d) An appointment of a proxy is revocable [by
the  shareholder]  unless   the  appointment  form
[conspicuously] OR ELECTRONIC  TRANSMISSION OF THE
APPOINTMENT states that  it is irrevocable and the
appointment   is   coupled   with   an   interest.
Appointments coupled with  an interest include the
appointment of: (1)  A  pledgee;  (2) a person who
purchased or agreed  to purchase the shares; (3) a
creditor of the corporation who extended it credit
under  terms requiring  the  appointment;  (4)  an
employee  of  the   corporation  whose  employment
contract requires the  appointment; or (5) a party
to  a  voting   agreement  created  under  section
33-716.
    (e) The death or incapacity of the shareholder
appointing a proxy  does  not  affect the right of
the corporation to  accept  the  proxy's authority
unless  notice  of  the  death  or  incapacity  is
received by the  secretary  or  other  officer  or
agent  authorized to  tabulate  votes  before  the
proxy   exercises   his    authority   under   the
appointment.
    (f)  An  appointment  made  irrevocable  under
subsection (d) of this section is revoked when the
interest with which it is coupled is extinguished.
    (g) A transferee  for  value of shares subject
to  an  irrevocable  appointment  may  revoke  the
appointment if he  did  not  know of its existence
when he acquired  the  shares and the existence of
the   irrevocable  appointment   was   not   noted
conspicuously on the  certificate representing the
shares or on  the information statement for shares
without certificates.
    (h) Subject to  section  33-708, AS AMENDED BY
THIS ACT, and  to  any  express  limitation on the
proxy's  authority  [appearing  on  the  face  of]
STATED  IN  the  appointment  form  OR  ELECTRONIC
TRANSMISSION OF THE  APPOINTMENT, a corporation is
entitled  to accept  the  proxy's  vote  or  other
action  as that  of  the  shareholder  making  the
appointment.
    Sec. 6. Subsections  (d)  and  (e)  of section
33-708 of the  general  statutes  are repealed and
the following is substituted in lieu thereof:
    (d) The corporation  and  its officer or agent
who accepts or  rejects a vote, consent, waiver or
proxy appointment in  good faith and in accordance
with the standards  of  this section OR SUBSECTION
(b) OF SECTION 33-706, AS AMENDED BY THIS ACT, are
not liable in  damages  to the shareholder for the
consequences of the acceptance or rejection.
    (e) Corporate action  based  on the acceptance
or rejection of  a  vote, consent, waiver or proxy
appointment under this  section  OR SUBSECTION (b)
OF SECTION 33-706,  AS  AMENDED  BY  THIS  ACT, is
valid unless a  court  of  competent  jurisdiction
determines otherwise.
    Sec. 7. (NEW)  (a)  A  corporation  having any
shares listed on a national securities exchange or
regularly traded in  a market maintained by one or
more  members  of   a   national   or   affiliated
securities  association  shall,   and   any  other
corporation may, appoint one or more inspectors to
act  at a  meeting  of  shareholders  and  make  a
written report of  the inspectors' determinations.
Each  inspector  shall   take  and  sign  an  oath
faithfully to execute the duties of inspector with
strict impartiality and  according  to the best of
the inspector's ability.
    (b) The inspectors  shall  (1)  ascertain  the
number of shares  outstanding and the voting power
of each; (2) determine the shares represented at a
meeting; (3) determine the validity of proxies and
ballots; (4) count  all  votes;  and (5) determine
the result.
    (c) An inspector may be an officer or employee
of the corporation.
    Sec. 8. Subsection  (a)  of  section 33-773 of
the general statutes,  as amended by section 15 of
public act 97-246,  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
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, or that  the  proceeding involves conduct
for which liability  has been [eliminated] LIMITED
under   a  provision   of   the   certificate   of
incorporation as authorized  by subdivision (4) of
subsection (b) of  section 33-636, AS AMENDED; and
(2) his written  undertaking  to  repay  any funds
advanced  if  he  is  not  entitled  to  mandatory
indemnification under section  33-772, AS AMENDED,
and  it is  ultimately  determined  under  section
33-774, AS AMENDED, or SECTION 33-775, AS AMENDED,
that he has  not  met  the  relevant  standard  of
conduct described in section 33-771, AS AMENDED.
    Sec. 9. Subsection  (b)  of  section 33-865 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b) The payment  shall  be accompanied by: (1)
The corporation's balance sheet as of the end of a
fiscal year ending  not  more  than sixteen months
before the date  of  payment,  an income statement
for  that  year,   a   statement   of  changes  in
shareholders' equity for  that year and the latest
available interim financial  statements,  if  any;
(2) a statement  of  the corporation's estimate of
the fair value  of  the shares; (3) an explanation
of  how  the   interest   was  calculated;  (4)  a
statement  of  the  dissenter's  right  to  demand
payment under section  [33-860]  33-868; and (5) a
copy of sections 33-855 to 33-872, inclusive.
    Sec.  10. (NEW)  (a)  When  the  directors  or
officers of a domestic or foreign corporation that
is required to  file  an annual report pursuant to
subsection (a) of  section  33-953  of the general
statutes change after  the  corporation  has filed
its most current  annual report and not later than
thirty days preceding  the  month during which the
corporation's next annual  report becomes due, the
corporation shall file  with  the Secretary of the
State an interim  notice  of change of director or
officer that sets  forth:  (1)  The  name  of  the
corporation,  and  (2)   the   names,  titles  and
respective business and residence addresses of any
new director or  officer  and the names and titles
of any director  or officer who has ceased to hold
office. If 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. For purposes of
this  section,  a  showing  of  good  cause  shall
include, but not  be  limited  to,  a showing that
public disclosure of  the  residence  addresses of
the  corporation's  directors   and  officers  may
expose the personal security of such directors and
officers to significant risk.
    (b) Any changes  to  the directors or officers
of a domestic  or  foreign  corporation that occur
within the thirty-day  period  preceding the month
during  which  the   corporation's  annual  report
becomes   due   shall   be   reflected   on   such
corporation's next annual report filed pursuant to
section 33-953 of the general statutes.
    Sec.  11. (NEW)  (a)  When  the  directors  or
officers of a domestic or foreign corporation that
is required to  file  an annual report pursuant to
subsection (a) of  section  33-1243 of the general
statutes change after  the  corporation  has filed
its most current  annual report and not later than
thirty days preceding  the  month during which the
corporation's next annual  report becomes due, the
corporation shall file  with  the Secretary of the
State an interim  notice  of change of director or
officer that sets  forth:  (1)  The  name  of  the
corporation,  and  (2)   the   names,  titles  and
respective business and residence addresses of any
new director or  officer  and the names and titles
of any director  or officer who has ceased to hold
office. If 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. For purposes of
this  section,  a  showing  of  good  cause  shall
include, but not  be  limited  to,  a showing that
public disclosure of  the  residence  addresses of
the  corporation's  directors   and  officers  may
expose the personal security of such directors and
officers to significant risk.
    (b) Any changes  to  the directors or officers
of a domestic  or  foreign  corporation that occur
within the thirty-day  period  preceding the month
during  which  the   corporation's  annual  report
becomes   due   shall   be   reflected   on   such
corporation's next annual report filed pursuant to
section 33-1243 of the general statutes.
    Sec.  12.  Section   33-617   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 application to  reserve, register, renew or
cancel  registration  of  corporate  name,  thirty
dollars; (2) filing transfer of reserved corporate
name, thirty dollars;  (3)  filing  certificate of
incorporation, including appointment of registered
agent, fifty dollars; (4) filing change of address
of registered agent or change of registered agent,
twenty-five   dollars;  (5)   filing   notice   of
resignation  of  registered   agent,   twenty-five
dollars; (6) filing  amendment  to  certificate of
incorporation, fifty dollars;  (7) filing restated
certificate of incorporation,  fifty  dollars; (8)
filing certificate of  merger  or  share exchange,
thirty   dollars;  (9)   filing   certificate   of
correction, fifty dollars; (10) filing certificate
of surrender of  special  charter  and adoption of
general   certificate  of   incorporation,   fifty
dollars; (11) filing  certificate  of dissolution,
twenty-five dollars; (12)  filing  certificate  of
revocation  of dissolution,  twenty-five  dollars;
(13) filing annual  report,  seventy-five  dollars
except as otherwise  provided  in  sections 33-953
and 33-954; (14)  filing  application  of  foreign
corporation  for  certificate   of   authority  to
transact  business  in   this  state  and  issuing
certificate  of  authority,  fifty  dollars;  (15)
filing  application  of  foreign  corporation  for
amended  certificate  of   authority  to  transact
business  in  this   state   and  issuing  amended
certificate  of  authority,  fifty  dollars;  (16)
filing  application  for   withdrawal  of  foreign
corporation and issuing certificate of withdrawal,
fifty  dollars;  (17)   filing   application   for
reinstatement,  seventy-five dollars;  [and]  (18)
filing a corrected  annual  report, fifty dollars;
AND (19) FILING  AN  INTERIM  NOTICE  OF CHANGE OF
DIRECTOR OR OFFICER, TEN DOLLARS.
    Sec. 13. Subsection  (d)  of section 33-921 of
the general statutes,  as  amended by section 1 of
public act 97-228,  is  repealed and the following
is substituted in lieu thereof:
    (d) A foreign  corporation  is  liable to this
state, for the years or parts thereof during which
it transacted business  in  this  state  without a
certificate of authority,  in  an  amount equal to
(1) all fees  and  taxes  which  would  have  been
imposed by law  upon  such corporation had it duly
applied  for  and  received  such  certificate  of
authority to transact  business  in this state and
(2) all interest  and penalties imposed by law for
failure to pay  such  fees  and  taxes.  A foreign
corporation is further  liable  to this state, for
each  month  or   part  thereof  during  which  it
transacted  business  without   a  certificate  of
authority,  in an  amount  equal  to  one  hundred
sixty-five   dollars,  except   that   a   foreign
corporation which has  obtained  a  certificate of
authority [to transact] NOT LATER THAN NINETY DAYS
AFTER IT HAS  COMMENCED  TRANSACTING  business  in
this state shall  not  be  liable for such monthly
penalty.  [for the  first  three  months  or  part
thereof  during  which   it   transacted  business
without such certificate.] Such fees and penalties
may be levied  by  the Secretary of the State. The
Attorney General shall bring such action as he may
deem necessary to  recover  any  amounts  due  the
state  under the  provisions  of  this  subsection
including  an  action   to   restrain   a  foreign
corporation against which  fees and penalties have
been  imposed pursuant  to  this  subsection  from
transacting business in this state until such time
as such fees and penalties have been paid.
    Sec. 14. Subsection  (a)  of section 33-922 of
the general statutes,  as amended by section 30 of
public act 97-246,  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  respective   business   and  residence
addresses of the  directors  and  officers  of the
foreign corporation, except  that  [where] IF 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.  FOR PURPOSES OF THIS SECTION,
A SHOWING OF  GOOD CAUSE SHALL INCLUDE, BUT NOT BE
LIMITED TO, A  SHOWING  THAT  PUBLIC DISCLOSURE OF
THE  RESIDENCE  ADDRESSES   OF  THE  CORPORATION'S
DIRECTORS AND OFFICERS  MAY  EXPOSE  THE  PERSONAL
SECURITY  OF  SUCH   DIRECTORS   AND  OFFICERS  TO
SIGNIFICANT RISK.
    Sec. 15. Subsection  (c)  of section 33-953 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) Each biennial  or  annual report shall set
forth as of  a date which complies with subsection
(d) of this section and which is specified in such
report: (1) The  name  of the corporation; (2) the
principal office of  the  corporation  or,  in the
case of a  foreign  corporation (A) the address of
the principal office  of  the  corporation  in the
state under the  laws of which it is incorporated,
(B) the address  of  the  executive offices of the
corporation and (C)  the  address of the principal
office of the  corporation  in this state, if any;
and (3) the  names  and  respective  business  and
residence addresses of  the directors and officers
of the corporation,  except  that  [where] IF 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.  For  purposes  of  [sections
33-600  to 33-998,  inclusive,]  THIS  SECTION,  A
SHOWING OF good  cause  shall  include, but not be
limited to, a  showing  that  public disclosure of
the  residence  addresses   of  the  corporation's
DIRECTORS AND officers  [and directors] may expose
the  personal  security   of  such  DIRECTORS  AND
officers [and directors] to significant risk.
    Sec. 16. Subsection  (a) of section 33-1013 of
the general statutes,  as amended by section 44 of
public act 97-246,  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 APPLICATION TO  RESERVE, REGISTER, RENEW OR
CANCEL  REGISTRATION  OF  CORPORATE  NAME,  THIRTY
DOLLARS; (2) FILING TRANSFER OF RESERVED CORPORATE
NAME, THIRTY DOLLARS;  [(1)  Filing]  (3) FILING a
certificate     of    incorporation,     including
appointment  of  registered  agent,  ten  dollars;
[(2)] (4) filing  change  of address of registered
agent or change  of registered agent, ten dollars;
[(3)]  (5)  filing   notice   of   resignation  of
registered agent in  duplicate, ten dollars; [(4)]
(6) filing certificate of amendment to certificate
of incorporation, ten  dollars;  [(5)]  (7) filing
restated   certificate   of   incorporation,   ten
dollars; [(6)] (8)  filing  certificate of merger,
ten  dollars;  [(7)]  (9)  filing  certificate  of
correction,  ten  dollars;   [(8)]   (10)   filing
certificate of surrender  of  special  charter and
adoption  of  certificate  of  incorporation,  ten
dollars;   [(9)]  (11)   filing   certificate   of
dissolution, ten dollars; [(10) filing certificate
of administrative dissolution,  ten  dollars] (12)
FILING CERTIFICATE OF  REVOCATION  OF DISSOLUTION,
TEN DOLLARS; [(11)]  (13)  filing  annual  report,
twenty-five    dollars;   [(12)]    (14)    filing
application of foreign corporation for certificate
of authority to  conduct affairs in this state and
issuing certificate of  authority, twenty dollars;
[(13)]   (15)  filing   application   of   foreign
corporation for amended  certificate  of authority
to  conduct affairs  in  this  state  and  issuing
amended certificate of  authority, twenty dollars;
[(14)] (16) filing  application  for withdrawal of
foreign  corporation and  issuing  certificate  of
withdrawal,  twenty dollars;  [(15)]  (17)  filing
certificate     of    reinstatement,     including
appointment   of  registered   agent,   fifty-five
dollars; [and (16)] (18) filing a corrected annual
report, twenty-five dollars;  AND  (19)  FILING AN
INTERIM NOTICE OF  CHANGE  OF DIRECTOR OR OFFICER,
TEN DOLLARS.
    Sec. 17. Subsection  (d) of section 33-1211 of
the general statutes,  as  amended by section 2 of
public act 97-228,  is  repealed and the following
is substituted in lieu thereof:
    (d) A foreign  corporation  is  liable to this
state, for the years or parts thereof during which
it  conducted affairs  in  this  state  without  a
certificate of authority,  in  an  amount equal to
(1) all fees  and  taxes  which  would  have  been
imposed by law  upon  such corporation had it duly
applied  for  and  received  such  certificate  of
authority to conduct affairs in this state and (2)
all interest and  penalties  imposed  by  law  for
failure to pay  such  fees  and  taxes.  A foreign
corporation is further  liable  to this state, for
each  month  or   part  thereof  during  which  it
conducted  affairs  in   this   state   without  a
certificate of authority,  in  an  amount equal to
one  hundred sixty-five  dollars,  except  that  a
foreign   corporation   which   has   obtained   a
certificate of authority  [to  conduct]  NOT LATER
THAN NINETY DAYS AFTER IT HAS COMMENCED CONDUCTING
affairs in this state shall not be liable for such
monthly penalty. [for  the  first  three months or
part thereof during  which  it  conducted  affairs
without such certificate.] Such fees and penalties
may be levied  by  the Secretary of the State. The
Attorney General shall bring such action as he may
deem necessary to  recover  any  amounts  due  the
state  under the  provisions  of  this  subsection
including  an  action   to   restrain   a  foreign
corporation against which  fees and penalties have
been  imposed pursuant  to  this  subsection  from
conducting affairs in  this  state until such time
as such fees and penalties have been paid.
    Sec. 18. Subsection  (a) of section 33-1212 of
the general statutes,  as amended by section 74 of
public act 97-246,  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] IF 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.]
FOR PURPOSES OF  THIS  SECTION,  A SHOWING OF GOOD
CAUSE SHALL INCLUDE,  BUT  NOT  BE  LIMITED  TO, A
SHOWING THAT PUBLIC  DISCLOSURE  OF  THE RESIDENCE
ADDRESSES  OF  THE   CORPORATION'S  DIRECTORS  AND
OFFICERS MAY EXPOSE  THE PERSONAL SECURITY OF SUCH
DIRECTORS AND OFFICERS TO SIGNIFICANT RISK.
    Sec. 19. Subsection  (c) of section 33-1243 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) Each biennial  or  annual report shall set
forth as of  a date which complies with subsection
(d) of this section and which is specified in such
report: (1) The  name  of  the corporation and, in
the case of a foreign corporation, the state under
the laws of  which  it  is  incorporated;  (2) the
principal office of  the  corporation  or,  in the
case of a  foreign  corporation (A) the address of
the principal office  of  the  corporation  in the
state under the  laws of which it is incorporated,
(B) the address  of  the  executive offices of the
corporation, and (C)  the address of the principal
office of the  corporation  in this state, if any;
and (3) the  names  and  respective  business  and
residence addresses of  the directors and officers
of the corporation,  except  that  [where] IF 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.  For  purposes  of  [sections
33-1000 to 33-1290,  inclusive,]  THIS  SECTION, A
SHOWING OF good  cause  shall  include, but not be
limited to, a  showing  that  public disclosure of
the  residence  addresses   of  the  corporation's
DIRECTORS AND officers  [and directors] may expose
the  personal  security   of  such  DIRECTORS  AND
officers [and directors] to significant risk.
    Sec. 20. Subsection  (c)  of section 34-506 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) The name  of  each  statutory trust as set
forth in its  certificate  of  trust shall contain
one or more  of  the  following  words: "Statutory
Trust",  "Limited  Liability   Trust",  "Limited",
["ST", "S.T.",] "LLT", "L.L.T.", or "Ltd.".
    Sec. 21. Subsection  (a)  of section 34-509 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 and remit them to
the Treasurer for  the  use  of the state: (1) For
filing of an  application for reservation of name,
and application for  renewal  of  reservation,  or
notice of transfer  or cancellation of reservation
pursuant to section  34-506,  thirty  dollars; (2)
for  filing  of   a   certificate   of   trust,  a
certificate of amendment,  a  restated certificate
of  trust, a  certificate  of  cancellation  or  a
certificate  of  merger  or  consolidation,  sixty
dollars; (3) for  preparing  and furnishing a copy
of any certificate  filed  relating to a statutory
trust: For each copy of each such document thereof
regardless of the number of pages, twenty dollars;
for  affixing  his   certification  thereto,  five
dollars;  (4)  FOR   PREPARING  AND  FURNISHING  A
CERTIFICATE OF EXISTENCE  OR AUTHORIZATION, TWENTY
DOLLARS;  (5)  FOR   PREPARING  AND  FURNISHING  A
CERTIFICATE   OF   EXISTENCE    OR   AUTHORIZATION
REFLECTING ANY AND  ALL  CHANGES  OF  NAME AND THE
DATE OR DATES  OF  FILING  THEREOF, FORTY DOLLARS;
and [(4)] (6)  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.
    Sec. 22. Subsection  (e)  of section 34-381 of
the general statutes,  as  amended by section 3 of
public act 97-228,  is  repealed and the following
is substituted in lieu thereof:
    (e)  A  foreign   limited   partnership  which
transacts   business   in   this   state   without
registering with the  Secretary  of  the  State as
required by this  chapter  shall be liable to this
state, for each  year or part thereof during which
it transacted business in this state without being
registered with said secretary, in an amount equal
to: (1) All  fees  and taxes which would have been
imposed by law  upon  such limited partnership had
it duly applied for and received such registration
to transact business  in  this  state  and (2) all
interest and penalties  imposed by law for failure
to pay such  fees  and  taxes.  A  foreign limited
partnership is further  liable  to this state, for
each  month  or   part  thereof  during  which  it
[transacts]  TRANSACTED  business  in  this  state
without  registering with  the  Secretary  of  the
State,  in  an   amount   equal   to  one  hundred
sixty-five dollars, except  that a foreign limited
partnership  which  has   registered   with   said
secretary NOT LATER  THAN NINETY DAYS AFTER IT HAS
COMMENCED TRANSACTING BUSINESS IN THIS STATE shall
not be liable  for  such monthly penalty. [for the
first three months or part thereof during which it
transacted business without  being registered with
said secretary.] Such  fees  and  penalties may be
levied by [said  secretary]  THE  SECRETARY OF THE
STATE.
    Sec. 23. Subsection  (c)  of section 34-430 of
the general statutes,  as  amended by section 4 of
public act 97-228,  is  repealed and the following
is substituted in lieu thereof:
    (c)  A foreign  registered  limited  liability
partnership which transacts business in this state
without filing a  certificate  of  authority under
section 34-429 shall  be liable to this state, for
each  year  or   part   thereof  during  which  it
transacted business in  this  state  without  such
certificate, in an  amount  equal to: (1) All fees
and taxes which  would  have  been  imposed by law
upon such registered limited liability partnership
had  it  duly   applied   for  and  received  such
authority to transact  business  in this state and
(2) all interest  and penalties imposed by law for
failure to pay  such  fees  and  taxes.  A foreign
registered   limited  liability   partnership   is
further liable to  this  state,  for each month or
part thereof during  which  it transacted business
in this state  without  filing  a  certificate  of
authority under section 34-429, in an amount equal
to one hundred  sixty-five  dollars, except that a
foreign registered limited  liability  partnership
which has filed  a  certificate  of  authority [to
transact] WITH THE  SECRETARY  OF  THE  STATE  NOT
LATER THAN NINETY  DAYS  AFTER  IT  HAS  COMMENCED
TRANSACTING business in  this  state  shall not be
liable for such  monthly  penalty.  [for the first
three  months or  part  thereof  during  which  it
transacted  business  without  such  certificate.]
Such fees and  penalties  may  be  levied  by  the
Secretary of the  State.  The Attorney General may
bring proceedings to  recover all amounts due this
state under the provisions of this subsection.
    Sec. 24. Subsection  (d)  of section 34-233 of
the general statutes,  as  amended by section 5 of
public act 97-228,  is  repealed and the following
is substituted in lieu thereof:
    (d) A foreign  limited liability company which
transacts business in  this  state without a valid
certificate of registration  shall  be  liable  to
this state, for  each  year or part thereof during
which it transacted business in this state without
such certificate, in  an  amount equal to: (1) All
fees and taxes  which  would  have been imposed by
law upon such  limited  liability  company  had it
duly applied for and received such registration to
transact  business  in  this  state  and  (2)  all
interest and penalties  imposed by law for failure
to  pay  such  fees  and  taxes.  [Such  fees  and
penalties may be  levied  by  said  secretary.]  A
foreign  limited  liability   company  is  further
liable to this  state,  for  each  month  or  part
thereof during which  it  transacted  business  in
this  state  without   a   valid   certificate  of
registration, in an  amount  equal  to one hundred
sixty-five dollars, except  that a foreign limited
liability company which  has  registered  with the
Secretary of the  State  [to  transact]  NOT LATER
THAN   NINETY  DAYS   AFTER   IT   HAS   COMMENCED
TRANSACTING business in  this  state  shall not be
liable for such  monthly  penalty.  [for the first
three  months or  part  thereof  during  which  it
transacted  business  without  such  certificate.]
SUCH FEES AND  PENALTIES  MAY  BE  LEVIED  BY  THE
SECRETARY OF THE  STATE.  The Attorney General may
bring proceedings to  recover all amounts due this
state under the provisions of this subsection.
    Sec. 25. Subsection  (d)  of section 34-539 of
the general statutes,  as  amended by section 6 of
public act 97-228,  is  repealed and the following
is substituted in lieu thereof:
    (d) A foreign  statutory trust which transacts
business in this state without a valid certificate
of registration shall be liable to this state, for
each  year  or   part   thereof  during  which  it
transacted business in  this  state  without  such
certificate, in an  amount  equal to: (1) All fees
and taxes which  would  have  been  imposed by law
upon such statutory  trust had it duly applied for
and  received  such   registration   to   transact
business in this  state  and  (2) all interest and
penalties imposed by  law  for failure to pay such
fees  and taxes.  A  foreign  statutory  trust  is
further liable to  this  state,  for each month or
part thereof during  which  it transacted business
without a valid certificate of registration, in an
amount equal to  one  hundred  sixty-five dollars,
except that a  foreign  statutory  trust which has
registered with the  Secretary  of  the  State [to
transact] NOT LATER  THAN NINETY DAYS AFTER IT HAS
COMMENCED TRANSACTING business in this state shall
not be liable  for  such monthly penalty. [for the
first three months or part thereof during which it
transacted  business  without  such  certificate.]
Such fees and  penalties  may  be  levied  by  the
Secretary of the  State.  The Attorney General may
bring proceedings to  recover all amounts due this
state under the provisions of this subsection.
    Sec.  26.  Section   20-306a  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) The practice  of  or the offer to practice
professional   engineering  in   this   state   by
individual licensed professional  engineers or the
practice  of  or   the   offer  to  practice  land
surveying in this  state  by  individual  licensed
land surveyors under  the  corporate  form or by a
corporation  OR  LIMITED   LIABILITY   COMPANY,  a
material part of  the  business  of which includes
engineering  or  land   surveying,  is  permitted,
provided such personnel  of  such  corporation  OR
LIMITED LIABILITY COMPANY  as act in its behalf as
engineers  or  land   surveyors  are  licensed  or
exempted from licensure  under  the  provisions of
this chapter, and  provided  such  corporation  OR
LIMITED  LIABILITY  COMPANY   has  been  issued  a
certificate  of  registration   by  the  board  as
provided herein. No  such  corporation  OR LIMITED
LIABILITY   COMPANY   shall    be    relieved   of
responsibility for the  conduct  or  acts  of  its
agents, employees or  officers  by  reason  of its
compliance with the  provisions  of  this section,
nor shall any individual practicing engineering or
land surveying be  relieved  of responsibility for
engineering or land  surveying  services performed
by reason of  his  employment or relationship with
such corporation OR LIMITED LIABILITY COMPANY. All
final drawings, specifications,  plots, reports or
other  engineering or  land  surveying  papers  or
documents involving the practice of engineering or
land surveying which  are  prepared or approved by
any such corporation  OR LIMITED LIABILITY COMPANY
or engineer or  land  surveyor  for  use of or for
delivery to any person or for public record within
this state shall  be  dated and bear the signature
and seal of  the  engineer  or  land  surveyor who
prepared them or under whose supervision they were
prepared.
    (b)  A  qualifying   corporation   OR  LIMITED
LIABILITY  COMPANY  desiring   a   certificate  of
registration  shall  file   with   the   board  an
application  upon  a   form   prescribed   by  the
Department of Consumer  Protection  accompanied by
an application fee  of four hundred fifty dollars.
Each such certificate  shall  expire  annually and
shall be renewable  annually upon payment of a fee
of three hundred  dollars.  If all requirements of
this chapter are  met,  the  board shall authorize
the department to  issue  to  such  corporation OR
LIMITED  LIABILITY  COMPANY   a   certificate   of
registration   within   thirty    days   of   such
application;  provided the  board  may  refuse  to
authorize the issuance  of  a  certificate  if any
facts  exist which  would  entitle  the  board  to
suspend or revoke an existing certificate.
    (c) Each such corporation OR LIMITED LIABILITY
COMPANY shall file with the board a designation of
an individual or  individuals licensed to practice
engineering or land  surveying  in  this state who
shall  be  in   charge   of  engineering  or  land
surveying by such corporation OR LIMITED LIABILITY
COMPANY in this state. Such corporation OR LIMITED
LIABILITY COMPANY shall  notify  the  board of any
change  in such  designation  within  thirty  days
after such change becomes effective.
    Sec.  27.  Section   20-306b  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) One or  more  architects,  each of whom is
licensed under the  provisions of chapter 390, one
or more professional engineers or one or more land
surveyors  each of  whom  is  licensed  under  the
provisions of this chapter, may form a corporation
OR  LIMITED  LIABILITY   COMPANY   for  the  joint
practice of architecture, professional engineering
and land surveying  services,  or  for  the  joint
practice   of   architecture    and   professional
engineering services, or for the joint practice of
architecture and land  surveying  services, or for
the joint practice of professional engineering and
land  surveying  services,  provided  (1)  persons
licensed   as  architects,   engineers   or   land
surveyors  under  chapter   390  or  this  chapter
together  own not  less  than  two-thirds  of  the
voting stock of  the  corporation OR NOT LESS THAN
TWO-THIRDS OF THE  VOTING INTERESTS OF THE LIMITED
LIABILITY  COMPANY,  and   the   members  of  each
profession  forming  the  corporation  OR  LIMITED
LIABILITY COMPANY together own at least twenty per
cent of the  voting stock of the corporation OR AT
LEAST TWENTY PER  CENT  OF THE VOTING INTERESTS OF
THE LIMITED LIABILITY  COMPANY,  (2) the personnel
in  responsible  charge   of   the   practice   of
architecture  for  such   corporation  OR  LIMITED
LIABILITY COMPANY shall  be  licensed  under  said
chapter  390  and  the  personnel  in  responsible
charge of the  practice  of  engineering  or  land
surveying   for  such   corporation   OR   LIMITED
LIABILITY COMPANY shall  be  licensed  under  this
chapter,  and  (3)  such  corporation  OR  LIMITED
LIABILITY  COMPANY  has   been   issued   a  joint
certificate of registration  by  the Department of
Consumer  Protection  at   the  direction  of  the
Architectural Licensing Board  and the appropriate
members of the Board of Examiners for Professional
Engineers  and  Land   Surveyors   designated   to
administer the provisions  of  this  chapter  with
respect   to  professional   engineers   or   land
surveyors. Such corporation  OR  LIMITED LIABILITY
COMPANY shall, upon  request  by the Architectural
Licensing Board or  the  Board  of  Examiners  for
Professional Engineers and Land Surveyors, provide
the requesting board  with  information concerning
its  officers,  directors,   MEMBERS,   beneficial
owners  and all  other  aspects  of  its  business
organization. Corporations for  joint  practice in
existence as of  July  1, 1992, may continue to be
governed by the  provisions  of this subsection as
revised to 1989,  provided  the certificate issued
under this section  did  not  expire more than two
years before that date.
    (b) Application by such corporation OR LIMITED
LIABILITY COMPANY shall  be  made  to  both boards
jointly on a  form  prescribed  by said department
and accompanied by  an  application  fee  of  four
hundred fifty dollars. Each such certificate shall
expire  annually  but   shall  be  renewable  upon
payment of a  fee of three hundred dollars, if all
requirements of said  chapter 390 and this chapter
with respect to  corporate  OR  LIMITED  LIABILITY
COMPANY practice are  met.  The  boards  by  joint
action may refuse  to  authorize  the  issuance or
renewal of a  certificate if any facts exist which
would entitle the  boards  to suspend or revoke an
existing certificate.
    (c)  Any  corporation   OR  LIMITED  LIABILITY
COMPANY issued a  certificate  under  this section
shall be required to comply with all provisions of
chapter  390 and  this  chapter  with  respect  to
corporate OR LIMITED LIABILITY COMPANY practice.
    (d) No such  corporation  OR LIMITED LIABILITY
COMPANY shall be  relieved  of  responsibility for
the conduct or  acts  of  its  agents,  employees,
MEMBERS or officers  by  reason  of its compliance
with the provisions of this section, nor shall any
individual practicing architecture, engineering or
land surveying be  relieved  of responsibility for
services performed by  reason of his employment or
relationship  with  such  corporation  OR  LIMITED
LIABILITY COMPANY.
    (e)  All fees  collected  under  this  section
shall be paid  to  the State Treasurer for deposit
in the General Fund.
    (f) The Commissioner  of  Consumer Protection,
with   the   advice    and   assistance   of   the
Architectural Licensing Board  and the appropriate
members of the Board of Examiners for Professional
Engineers  and  Land   Surveyors   designated   to
administer the provisions  of  this  chapter  with
respect   to  professional   engineers   or   land
surveyors, shall adopt  and promulgate regulations
to carry out  the  administration of this section,
in accordance with chapter 54.
    Sec.  28.  Section   33-660   of  the  general
statutes, as amended  by  section  7 of public act
97-246,  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; (D) A  DOMESTIC  LIMITED LIABILITY COMPANY;
OR (E) A  LIMITED  LIABILITY COMPANY NOT ORGANIZED
UNDER  THE  LAWS  OF  THIS  STATE  AND  WHICH  HAS
PROCURED A CERTIFICATE  OF  AUTHORITY  TO TRANSACT
BUSINESS OR CONDUCT  ITS AFFAIRS IN THIS STATE. 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  and  his
successors in office  to  act  as  its  registered
agent.
    Sec.  29.  Section   33-1050  of  the  general
statutes, as amended  by  section 48 of public act
97-246,  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;  (D)  A  DOMESTIC
LIMITED  LIABILITY  COMPANY;   OR  (E)  A  LIMITED
LIABILITY COMPANY NOT  ORGANIZED UNDER THE LAWS OF
THIS STATE AND WHICH HAS PROCURED A CERTIFICATE OF
AUTHORITY TO TRANSACT  BUSINESS OR CONDUCT 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  and  his
successors in office  to  act  as  its  registered
agent.
    Sec. 30. Subsection  (a)  of section 34-105 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)  Any  process,   notice   or   demand   in
connection with any  action or proceeding required
or permitted by  law  to  be served upon a limited
liability  company  which   is   subject   to  the
provisions of section  34-104,  may be served upon
the limited liability  company's  statutory  agent
for service 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. 31. Subdivision  (2) of section 34-501 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (2) "Statutory trust"  or  "domestic statutory
trust" means an  unincorporated  association which
(A) is created  by  a trust instrument under which
property   is   or    will   be   held,   managed,
administered, controlled, invested,  reinvested or
operated, or business  or  professional activities
are carried on or will be carried on, by a trustee
or trustees for  the  benefit  of  such  person or
persons  as  are  or  may  become  entitled  to  a
beneficial  interest  in   the   trust   property,
including but not  limited  to a trust of the type
known at common  law  as  a  "business  trust"  or
"Massachusetts trust" or  "grantor  trust",  or  a
trust qualifying as a real estate investment trust
under Section 856  et  seq.,  of the United States
Internal Revenue Code  of  1986, or any subsequent
corresponding internal revenue  code of the United
States, as from  time  to time amended, or a trust
qualifying as a  real  estate  mortgage investment
conduit under Section  860D  of  the United States
Internal Revenue Code  of  1986, or any subsequent
corresponding internal revenue  code of the United
States, as from  time  to  time  amended,  and (B)
files a certificate  of  trust pursuant to section
34-503. Any such  association  organized before or
after October 1,  1997, shall be a statutory trust
and a separate  legal  entity.  [A statutory trust
may be organized  to  carry on any lawful business
or activity, whether  or not conducted for profit,
and for any  lawful  purpose,  including,  without
limitation, holding or  otherwise  taking title to
property,  whether  in   an   active,  passive  or
custodial capacity.]
    Sec.  32.  (NEW)  A  statutory  trust  may  be
organized  to carry  on  any  lawful  business  or
activity, whether or not conducted for profit, and
for  any  lawful   purpose,   including,   without
limitation, holding or  otherwise  taking title to
property,  whether  in   an   active,  passive  or
custodial capacity.
    Sec.  33.  Section   34-507   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    [(a) No trustee  of a statutory trust shall be
required to be  a resident of, or have a principal
place of business in, this state.]
    [(b)] (a) Each  statutory trust shall have and
maintain a statutory  agent  for  service  in this
state, as provided  in  this  section. A statutory
agent for service  shall  be  either (1) a natural
person who is  a  resident  of  this  state; (2) a
domestic corporation, a domestic limited liability
company or a  domestic statutory trust; or (3) any
corporation, limited liability company or business
trust not organized  under  the laws of this state
and which has  procured a certificate of authority
to transact business  or  conduct  affairs in this
state.
    [(c)] (b) A  statutory trust's statutory agent
for service shall  be appointed by filing with the
Secretary of the  State  a  written appointment in
such form as  the  Secretary  of  the  State shall
prescribe  setting forth:  (1)  The  name  of  the
statutory trust; (2)  the  name  of  the statutory
agent for service;  and (3) if the statutory agent
is a natural  person,  the  business and residence
thereof; if the  statutory agent is a corporation,
limited liability company  or  business  trust not
organized  under  the  laws  of  this  state,  the
address of the  principal  office  thereof in this
state, if any.  In  each  case,  the address shall
include the street  and number or other particular
designation. Each written  appointment  shall also
be  signed by  the  statutory  agent  for  service
therein appointed.
    [(d)] (c) If  a  statutory  agent  for service
dies,  dissolves,  removes   from   the  state  or
resigns,  the  statutory   trust  shall  forthwith
appoint another statutory  agent  for  service. If
the statutory agent for service changes his or its
address within the  state from that appearing upon
the record in  the  office of the Secretary of the
State, the statutory  trust  shall  forthwith file
with the Secretary  of the State notice of the new
address. A statutory  agent for service may resign
by filing with the Secretary of the State a signed
statement  in  duplicate   to   that  effect.  The
Secretary of the  State  shall  forthwith file one
copy and mail  the  other copy of the statement to
the statutory trust  at its principal office. Upon
expiration of thirty  days  after such filing, the
resignation shall be  effective  and the authority
of  such  statutory   agent   for   service  shall
terminate. The Secretary of the State shall be the
statutory agent for service during such periods of
time  when  the   statutory  trust  has  no  other
statutory  agent for  service  in  this  state.  A
statutory trust may  revoke  the  appointment of a
statutory  agent  for  service  by  making  a  new
appointment as provided  in  this  section and any
new  appointment  so   made   shall   revoke   all
appointments theretofore made.
    Sec.  34.  Section   34-508   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    [(a) A statutory trust shall have the power to
sue and be sued in its own name. In furtherance of
the foregoing, a  statutory  trust may be sued for
debts  and  other   obligations   or   liabilities
contracted or incurred  by the trustees, or by the
duly authorized agents  of  such  trustees, in the
performance of their  respective  duties under the
governing instrument of  the  statutory trust, and
for any damages  to  persons or property resulting
from the negligence  of  such  trustees  or agents
acting  in  the  performance  of  such  respective
duties. The property of a statutory trust shall be
subject to attachment  and execution as if it were
a   domestic  corporation.   Notwithstanding   the
foregoing provisions of this section, in the event
that  the  governing  instrument  of  a  statutory
trust, including a  statutory  trust  which  is  a
registered investment company under the Investment
Company Act of  1940,  as amended, 15 USC Sections
80a-1 et seq.,  creates  one  or  more  series  as
provided in subdivision  (2)  of subsection (b) of
section  34-517, and  (1)  separate  and  distinct
records are maintained for any such series and the
assets associated with  any  such  series are held
and accounted for  separately  from  the assets of
the statutory trust,  or any other series thereof,
(2) the governing  instrument so provides, and (3)
notice of the  limitation on liabilities of series
as referenced in this sentence is set forth in the
certificate of trust  of the statutory trust, then
the debts, liabilities,  obligations  and expenses
incurred,  contracted for  or  otherwise  existing
with  respect to  a  particular  series  shall  be
enforceable against the assets of such series only
and not against  the assets of the statutory trust
generally.]
    [(b)] (a) A  trustee  of a statutory trust may
be served with  process  in  all  civil actions or
proceedings brought in  this  state  involving  or
relating to the  activities of the statutory trust
or a violation  by  a  trustee  of  a  duty to the
statutory  trust  or   to  any  beneficial  owner,
whether or not  the  trustee  is  a trustee at the
time  suit  is   commenced.   Every   resident  or
nonresident of this  state who accepts election or
appointment or serves  as a trustee of a statutory
trust shall, by  such  acceptance  or  service, be
deemed   thereby  to   have   consented   to   the
appointment  of  the   statutory   agent  of  such
statutory trust required  by  section  34-507,  AS
AMENDED, or, if  there  is  none, the Secretary of
the  State,  as  such  person's  agent  upon  whom
service of process  may  be  made,  as provided in
this section. Such  acceptance  or  service  shall
signal  the  consent  of  such  trustee  that  any
process when so  served shall be of the same legal
force and validity  as if served upon such trustee
within this state  and  such  appointment  of such
statutory  agent  or,   if   there  is  none,  the
Secretary of the  State,  shall be irrevocable. NO
TRUSTEE OF A  STATUTORY TRUST SHALL BE REQUIRED TO
BE A RESIDENT  OF,  OR  HAVE  A PRINCIPAL PLACE OF
BUSINESS IN, THIS STATE.
    [(c)] (b) Any  process,  notice  or  demand in
connection with any  action or proceeding required
or permitted by  law to be served upon a statutory
trust may be  served  upon  the  statutory trust's
statutory agent for  service by any proper officer
or  other  person   lawfully   empowered  to  make
service.
    [(d)] (c) If  it  appears  from the records of
the Secretary of  the State that a statutory trust
has failed to  appoint  or  maintain  a  statutory
agent for service,  or  if it appears by affidavit
endorsed on the  return  of  the  officer or other
proper  person  directed  to  serve  any  process,
notice  or  demand  upon  such  statutory  trust's
statutory  agent  for  service  appearing  on  the
records of the  Secretary  of  the State that such
agent cannot, with  reasonable diligence, be found
at  the address  shown  on  such  records  as  the
agent's address, service  of  such process, notice
or demand on such statutory trust may, when timely
made, be made  by  such  officer  or  other proper
person by: (1)  Leaving  a  true and attested copy
thereof together with  the  required  fee  at  the
office of the Secretary of the State or depositing
the same in the United States mails, by registered
or certified mail,  postage  prepaid, addressed to
such office; and  (2)  depositing  in  the  United
States mails, by  registered  or  certified  mail,
postage prepaid, a true and attested copy thereof,
together with a  statement  by  such  officer that
service is being  made  pursuant  to this section,
addressed to such statutory trust at its principal
office.
    [(e)] (d) The  Secretary  of  the  State shall
file the copy  of  each  process, notice or demand
received by him  as  provided  in subsection [(d)]
(c) of this  section  and keep a record of the day
and hour of such receipt. Service made as provided
in this section  shall be effective as of such day
and hour.
    [(f)] (e) In  the  governing instrument of the
statutory trust or  other  writing,  a trustee may
consent  to  be   subject   to   the  nonexclusive
jurisdiction of the  courts of, or arbitration in,
a  specified  jurisdiction,   or   the   exclusive
jurisdiction of the  courts of, or the exclusivity
of arbitration in,  this  state,  and to be served
with legal process  in  the  manner  prescribed in
such governing instrument  of  the statutory trust
or other writing.
    [(g)] (f) Nothing  contained  in  this section
shall limit or  affect  the  right  to  serve  any
process, notice or demand required or permitted by
law to be  served  upon  a  statutory trust in any
other manner permitted  by law on or after October
1, 1997. This  section is an extension of, and not
a limitation upon, the right otherwise existing of
service of legal process upon nonresidents.
    [(h)] (g) The  Superior  Court  may  make  all
necessary rules respecting  the  form  of process,
the manner of issuance and return thereof and such
other rules which  may  be  necessary to implement
this section and  are  not  inconsistent with this
section.
    [(i)] (h) A  general  or  limited partnership,
corporation or other  nonnatural  person formed or
organized under the laws of any foreign country or
other foreign jurisdiction  or  the  laws  of  the
United States or any state other than the state of
Connecticut  shall  not  be  deemed  to  be  doing
business in this  state  solely  by  reason of its
being a trustee of a statutory trust.
    Sec. 35. (NEW)  A  statutory  trust shall have
the power to  sue  and be sued in its own name. In
furtherance of the  foregoing,  a  statutory trust
may be sued  for  debts  and  other obligations or
liabilities   contracted  or   incurred   by   the
trustees, or by the duly authorized agents of such
trustees, in the  performance  of their respective
duties  under  the  governing  instrument  of  the
statutory trust, and for any damages to persons or
property resulting from  the  negligence  of  such
trustees or agents  acting  in  the performance of
such  respective  duties.   The   property   of  a
statutory trust shall be subject to attachment and
execution as if  it  were  a domestic corporation.
Notwithstanding the foregoing  provisions  of this
section,  in  the   event   that   the   governing
instrument  of  a  statutory  trust,  including  a
statutory trust which  is  a registered investment
company under the  Investment Company Act of 1940,
as amended, 15 USC Sections 80a-1 et seq., creates
one or more  series as provided in subdivision (2)
of subsection (b) of section 34-517 of the general
statutes, and (1)  separate  and  distinct records
are maintained for  any such series and the assets
associated  with any  such  series  are  held  and
accounted for separately  from  the  assets of the
statutory trust, or  any other series thereof, (2)
the  governing instrument  so  provides,  and  (3)
notice of the  limitation on liabilities of series
as referenced in this sentence is set forth in the
certificate of trust  of the statutory trust, then
the debts, liabilities,  obligations  and expenses
incurred,  contracted for  or  otherwise  existing
with  respect to  a  particular  series  shall  be
enforceable against the assets of such series only
and not against  the assets of the statutory trust
generally.
    Sec.  36.  Section   33-1002  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    As used in  sections  33-1000  to  33-1290, AS
AMENDED, inclusive:
    (1) "Address" means  location  as described by
the full street  number,  if  any, street, city or
town, state or  country  and not a mailing address
such as a post office box.
    (2) "Board" or  "board of directors" means the
group of persons  vested  with  management  of the
affairs of the  corporation  irrespective  of  the
name by which such group is designated.
    (3) "Business corporation" means a corporation
with capital stock  or  shares, incorporated under
the laws of  this  state,  whether  general law or
special act and whether before or after January 1,
1997.
    (4) "Bylaws" means  the code or codes of rules
adopted for the  regulation  or  management of the
affairs of the  corporation  irrespective  of  the
name or names by which such rules are designated.
    (5) "Certificate of  incorporation"  means the
original certificate of  incorporation or restated
certificate  of  incorporation,   all   amendments
thereto,  and  all   certificates   of  merger  or
consolidation.  In  the   case   of   a  specially
chartered   corporation,   the   "certificate   of
incorporation" means the  special  charter  of the
corporation,  including  any   portions   of   the
charters of its  predecessor  companies which have
continuing  effect,  and  any  amendments  to  the
charter made by special act or pursuant to general
law. In the  case  of  a corporation formed before
January  1, 1961,  or  of  a  specially  chartered
corporation,  the "certificate  of  incorporation"
includes those portions  of  any  other  corporate
instruments or resolutions  of current application
in which are  set  out  provisions of a sort which
either (A) are  required  by  sections  33-1000 to
33-1290, inclusive, AS  AMENDED, to be embodied in
the  certificate  of   incorporation  or  (B)  are
expressly  permitted  by   said   sections  to  be
operative only if  included  in the certificate of
incorporation. It also  includes  what were, prior
to  January  1,   1961,   designated   at  law  as
agreements    of    association,    articles    of
incorporation, charters and other such terms.
    (6) "Class" means  all  members that under the
certificate of incorporation  or  sections 33-1000
to 33-1290, inclusive, AS AMENDED, are entitled to
vote and be  counted  together  collectively  on a
matter  at  a  meeting  of  members.  All  members
entitled by the  certificate  of  incorporation or
said sections to  vote generally on the matter are
for that purpose a single class.
    (7)  "Conspicuous" means  so  written  that  a
reasonable person against  whom  the writing is to
operate  should  have  noticed  it.  For  example,
printing in italics  or  boldface  or  contrasting
color, or typing  in  capitals  or  underlined, is
conspicuous.
    (8)  "Corporation" or  "domestic  corporation"
means  a  corporation  without  capital  stock  or
shares,  which  is   not  a  foreign  corporation,
incorporated under the laws of this state, whether
general law or  special  act and whether before or
after  January 1,  1997,  but  shall  not  include
towns,   cities,   boroughs   or   any   municipal
corporation or department thereof.
    (9)  "Deliver"  [includes]  MEANS  any  method
[that  is]  OF   DELIVERY   used  in  conventional
commercial  practice [for  furnishing  information
that   allows   for   retention,   retrieval   and
reproduction of the  information by the person for
whom it is  furnished] INCLUDING DELIVERY BY HAND,
MAIL,   COMMERCIAL   DELIVERY    AND    ELECTRONIC
TRANSMISSION.
    (10) "Distribution" means a direct or indirect
transfer of money or other property, or incurrence
of indebtedness by  a  corporation  to  or for the
benefit of its  members  in  respect of any of its
membership interests, or  to or for the benefit of
its officers or directors, provided the payment of
reasonable compensation for services rendered, the
reimbursement of reasonable expenses, the granting
of benefits to  members  in  conformity  with  the
corporation's nonprofit purposes and the making of
distributions    upon   dissolution    or    final
liquidation as provided  by  sections  33-1000  to
33-1290,  inclusive,  AS  AMENDED,  shall  not  be
deemed a distribution.
    (11) "Document" includes anything delivered to
the office of  the  Secretary  of  the  State  for
filing   under  sections   33-1000   to   33-1290,
inclusive, AS AMENDED.
    (12) "Effective date  of notice" is defined in
section 33-1003, AS AMENDED BY THIS ACT.
    (13)     "ELECTRONIC     TRANSMISSION"      OR
"ELECTRONICALLY TRANSMITTED" MEANS  ANY PROCESS OF
COMMUNICATION THAT IS  SUITABLE FOR THE RETENTION,
RETRIEVAL AND REPRODUCTION  OF  INFORMATION BY THE
RECIPIENT AND WHICH  DOES NOT DIRECTLY INVOLVE THE
PHYSICAL TRANSFER OF PAPER.
    [(13)] (14) "Entity"  includes  a  corporation
and foreign corporation;  business corporation and
foreign business corporation; profit and nonprofit
unincorporated   association;   business    trust,
estate,  partnership, limited  liability  company,
trust and two  or  more  persons having a joint or
common  economic  interest;   and   state,  United
States, or foreign government.
    [(14)] (15) "Foreign  corporation"  means  any
nonprofit  corporation  with  or  without  capital
stock which is  not  organized  under  the laws of
this state.
    [(15)]    (16)   "Governmental    subdivision"
includes   authority,   county,    district    and
municipality.
    [(16)]  (17)  "Includes"   denotes  a  partial
definition.
    [(17)] (18) "Individual"  includes  the estate
of an incompetent or deceased individual.
    [(18)]  (19)  "Means"  denotes  an  exhaustive
definition.
    [(19)] (20) "Member"  means  a  person  having
membership rights in  a  corporation in accordance
with  the  provisions   of   its   certificate  of
incorporation or bylaws.
    [(20)] (21) A corporation is "nonprofit" if no
distribution may be made to its members, directors
or officers.
    [(21)] (22) "Notice"  is  defined  in  section
33-1003, AS AMENDED BY THIS ACT.
    [22]  (23) "Person"  includes  individual  and
entity.
    [(23)] (24) "Principal  office"  of a domestic
corporation means the  address  of  the  principal
office of such  corporation in this state, if any,
as the same  appears in the last annual report, if
any, filed by  such corporation with the Secretary
of the State.  If  no principal office so appears,
the  corporation's "principal  office"  means  the
address  in  this   state   of  the  corporation's
registered agent for  service as last shown on the
records of the Secretary of the State. In the case
of a domestic corporation which has not filed such
an  annual report  or  appointment  of  registered
agent for service,  the  "principal  office" means
the address of  the  principal place of affairs of
such corporation in  this  state,  if  any, and if
such corporation has  no  place of affairs in this
state, its "principal  office" shall be the office
of the Secretary of the State.
    [(24)] (25) "Proceeding"  includes  civil suit
and  criminal,  administrative  and  investigatory
action.
    [(25)]  (26)  "Record  date"  means  the  date
established  under sections  33-1055  to  33-1077,
inclusive, on which  a  corporation determines the
identity of its  members  and  their interests for
purposes   of   sections   33-1000   to   33-1290,
inclusive, AS AMENDED. The determinations shall be
made as of  the  close  of  business on the record
date unless another time for doing so is specified
when the record date is fixed.
    [(26)] (27) "Secretary"  means  the  corporate
officer to whom  under  the bylaws or by the board
of  directors is  delegated  responsibility  under
subsection (c) of  section  33-1109 for custody of
the  minutes of  the  meetings  of  the  board  of
directors   and   of    the    members   and   for
authenticating records of the corporation.
    [(27)] (28) "Secretary of the State" means the
Secretary of the State of Connecticut.
    (29)  "SIGN"  OR   "SIGNATURE"   INCLUDES  ANY
MANUAL, FACSIMILE OR CONFORMED SIGNATURE.
    [(28)] (30) "State",  when referring to a part
of  the  United   States,  includes  a  state  and
commonwealth, and their  agencies and governmental
subdivisions,   and  a   territory   and   insular
possession, and their  agencies  and  governmental
subdivisions, of the United States.
    [(29) "Transmitted by  electronic means" means
any  process  of   communication   not   involving
principally the physical transfer of paper.]
    [(30)]  (31)  "United   States"  includes  any
district,    authority,    bureau,     commission,
department and other agency of the United States.
    Sec.  37.  Section   33-1003  of  the  general
statutes, as amended  by  sections  41  and  42 of
public act 97-246,  is  repealed and the following
is substituted in lieu thereof:
    (a) Notice under  sections 33-1000 to 33-1290,
inclusive, AS AMENDED,  shall be in writing unless
oral notice is reasonable under the circumstances.
[Notice transmitted or  received electronically is
in  writing  and   is  written  notice  if  it  is
accomplished in a  manner  that  is  suitable  for
retention,  retrieval  and   reproduction  of  the
notice by the  recipient.] WRITTEN NOTICE INCLUDES
NOTICE BY ELECTRONIC TRANSMISSION.
    (b) Notice may  be  communicated in person, BY
MAIL OR OTHER METHOD OF DELIVERY, OR by telephone,
[telegraph, teletype or  other  form  of  wire  or
wireless  communication, or  by  mail  or  private
carrier] VOICE MAIL  OR OTHER ELECTRONIC MEANS. If
these forms of  personal notice are impracticable,
notice  may be  communicated  by  a  newspaper  of
general circulation in  the  area where published,
or by radio,  television  or  other form of public
broadcast communication.
    (c) Written notice  by  a  domestic or foreign
corporation to its  member, if in a comprehensible
form, is effective  (1) upon deposit in the United
States mail, as  evidenced  by  the  postmark,  if
mailed postage prepaid  and correctly addressed to
the member's address  shown  in  the corporation's
current   record   of   members,   OR   (2)   when
ELECTRONICALLY transmitted [by  facsimile or other
electronic means if  transmitted] to the member in
[the] A manner  authorized  by  the  member.  [for
purposes of facsimile  or electronic transmission,
as the case may be.]
    (d) Written notice  to  a  domestic or foreign
corporation authorized to  conduct affairs in this
state may be  addressed to its registered agent at
its registered office or to the corporation or its
secretary at its  principal  office  shown  in its
most recent annual  report  or,  in  the case of a
foreign corporation that  has not yet delivered an
annual   report,  in   its   application   for   a
certificate of authority.
    (e)  Except as  provided  in  subsection  (c),
written notice, if  in  a  comprehensible form, is
effective at the  earliest  of  the following: (1)
When received; (2)  five days after its deposit in
the  United States  mail,  [as  evidenced  by  the
postmark,] if mailed postage prepaid and correctly
addressed; or (3)  on  the date shown on [any] THE
RETURN 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] IF SENT BY REGISTERED OR CERTIFIED MAIL
OR A COMMERCIAL  DELIVERY  SERVICE, RETURN RECEIPT
REQUESTED, AND THE  RECEIPT  IS  SIGNED  BY  OR ON
BEHALF OF THE ADDRESSEE.
    (f) Oral notice is effective when communicated
if communicated in a comprehensible manner.
    (g) If sections 33-1000 to 33-1290, inclusive,
AS  AMENDED,  prescribe  notice  requirements  for
particular   circumstances,   those   requirements
govern. If [the] A certificate of incorporation or
bylaw   prescribes   notice    requirements,   not
inconsistent with this section or other provisions
of said sections, those requirements govern.
    (h) In computing  the  period  of  time of any
notice  required  or  permitted  to  be  given  by
sections  33-1000  to   33-1290,   inclusive,   AS
AMENDED,   or  under   the   provisions   of   the
certificate  of  incorporation   or  bylaws  of  a
corporation  or of  a  resolution  of  members  or
directors, the day  on  which  the notice is given
shall be excluded, and the day on which the matter
noticed is to  occur  shall  be  included,  in the
absence of a contrary provision.
    Sec. 38. Subsection  (a) of section 33-1062 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    A corporation that  has  members  entitled  to
vote [,] shall  hold  a special meeting of members
entitled to vote  at  the  meeting: (1) On call of
its board of  directors  or  the person or persons
authorized  to  do   so   by  the  certificate  of
incorporation  or  the   bylaws;  or  (2)  if  the
[holders of] MEMBERS  HOLDING  at  least  five per
cent, or such  other number or proportion as shall
be  provided in  the  bylaws,  of  all  the  votes
entitled to be  cast  on  any issue proposed to be
considered at the  proposed  special meeting sign,
date and deliver  to the [corporation's secretary]
CORPORATION one or  more  written  demands for the
meeting describing the  purpose  or  purposes  for
which it is  to  be  held. If [the secretary shall
not,] A CALL  FOR  SUCH  A  SPECIAL MEETING IS NOT
ISSUED within fifteen  days  after receipt of such
members' request, [so  call  such  meeting,]  such
members may call the meeting.
    Sec. 39. Subsection  (a) of section 33-1064 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) Any action  which,  under any provision of
sections  33-1000  to   33-1290,   inclusive,   AS
AMENDED, may be  taken at a meeting of members may
be taken without  a  meeting  by  [consent] ONE OR
MORE CONSENTS in writing, setting forth the action
so taken or  to  be  taken,  signed  by all of the
persons who would  be  entitled  to vote upon such
action at a  meeting,  or by their duly authorized
attorneys  WHICH  ACTION   FOR  PURPOSES  OF  THIS
SUBSECTION  SHALL BE  REFERRED  TO  AS  "UNANIMOUS
WRITTEN CONSENT". The  secretary  shall  file such
consent or consents,  or certify the tabulation of
such consents and  file such certificate, with the
minutes  of the  meetings  of  the  members.  [Any
consent  or consents  which  become  effective  as
provided herein] A UNANIMOUS WRITTEN CONSENT shall
have the same  force  and  effect as a vote of the
members at a  meeting duly held, and may be stated
as such in any certificate or document filed under
sections  33-1000  to   33-1290,   inclusive,   AS
AMENDED.
    Sec. 40. (NEW) (a) At each meeting of members,
a chairperson shall preside. The chairperson shall
be appointed as  provided in the bylaws or, in the
absence  of  such   provision,  by  the  board  of
directors.
    (b) The chairperson, unless the certificate of
incorporation or bylaws  provide  otherwise, shall
determine the order of business and shall have the
authority to establish  rules  for  the conduct of
the meeting.
    (c) Any rules adopted for, and the conduct of,
the meeting shall be fair to members.
    (d)  The  chairperson  of  the  meeting  shall
announce at the  meeting  when the polls close for
each matter voted  upon.  If  no  announcement  is
made, the polls  shall  be  deemed  to have closed
upon the final  adjournment  of the meeting. After
the polls close, no ballots, proxies or votes, nor
any  revocations  or   changes   thereto,  may  be
accepted.
    Sec.  41.  Section   33-1072  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) Unless the certificate of incorporation or
bylaws provide otherwise,  a  member  entitled  to
vote may vote in person or by proxy.
    (b) A member  entitled to vote by proxy OR HIS
AGENT OR ATTORNEY-IN-FACT  may  appoint a proxy to
vote or otherwise act for the member by signing an
appointment form [,  either  personally  or by his
attorney-in-fact] OR BY AN ELECTRONIC TRANSMISSION
OF  THE APPOINTMENT.  AN  ELECTRONIC  TRANSMISSION
MUST CONTAIN OR BE ACCOMPANIED BY INFORMATION FROM
WHICH  ONE CAN  DETERMINE  THAT  THE  MEMBER,  THE
MEMBER'S AGENT OR  THE  MEMBER'S  ATTORNEY-IN-FACT
AUTHORIZED THE ELECTRONIC TRANSMISSION.
    (c) An appointment  of  a  proxy  is effective
when A SIGNED  APPOINTMENT  FORM  OR AN ELECTRONIC
TRANSMISSION OF THE APPOINTMENT IS received by the
[secretary or other officer or agent] INSPECTOR OF
ELECTION  OR  THE   OFFICER   OR   AGENT   OF  THE
CORPORATION  authorized  to   tabulate   votes.  A
photographic  or  similar   reproduction   of   an
appointment, or a  telegram,  cablegram, facsimile
transmission, wireless or  similar transmission of
an appointment received  by  such  person shall be
sufficient   to  effect   such   appointment.   An
appointment is valid  for  eleven  months unless a
longer  period  is   expressly   provided  in  the
appointment. [form.]
    (d) An appointment  of a proxy is revocable by
the member.
    (e) The death  or  incapacity  of  the  member
appointing a proxy  does  not  affect the right of
the corporation to  accept  the  proxy's authority
unless  notice  of  the  death  or  incapacity  is
received by the  secretary  or  other  officer  or
agent  authorized to  tabulate  votes  before  the
proxy   exercises   his    authority   under   the
appointment.
    (f) Subject to  section 33-1073, AS AMENDED BY
THIS ACT, and  to  any  express  limitation on the
proxy's  authority  [appearing  on  the  face  of]
STATED  IN  the  appointment  form  OR  ELECTRONIC
TRANSMISSION OF THE  APPOINTMENT, a corporation is
entitled  to accept  the  proxy's  vote  or  other
action  as  that   of   the   member   making  the
appointment.
    Sec. 42. Subsections  (d)  and  (e) of section
33-1073 of the  general  statutes are repealed and
the following is substituted in lieu thereof:
    (d) The corporation  and  its officer or agent
who accepts or  rejects a vote, consent, waiver or
proxy appointment in  good faith and in accordance
with the standards  of  this section OR SUBSECTION
(b) OF SECTION  33-1072,  AS  AMENDED BY THIS ACT,
are not liable  in  damages  to the member for the
consequences of the acceptance or rejection.
    (e) Corporate action  based  on the acceptance
or rejection of  a  vote, consent, waiver or proxy
appointment under this  section  OR SUBSECTION (b)
OF SECTION 33-1072,  AS  AMENDED  BY  THIS ACT, is
valid unless a  court  of  competent  jurisdiction
determines otherwise.
    Sec. 43. (NEW)  (a)  A corporation may appoint
one or more  inspectors  to  act  at  a meeting of
members  and  make   a   written   report  of  the
inspectors' determinations. Each  inspector  shall
take and sign  an  oath  faithfully to execute the
duties of inspector  with  strict impartiality and
according to the best of the inspector's ability.
    (b) The inspectors  shall  (1)  ascertain  the
number of members  entitled to vote and the voting
power  of  each;   (2)   determine   the   members
represented  at  a   meeting;  (3)  determine  the
validity of proxies  and  ballots;  (4)  count all
votes; and (5) determine the result.
    (c) An inspector may be an officer or employee
of the corporation.
    Sec. 44. Subsection  (a) of section 33-1119 of
the general statutes,  as amended by section 57 of
public act 97-246,  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
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, or that  the  proceeding involves conduct
for which liability  has been [eliminated] LIMITED
under   a  provision   of   the   certificate   of
incorporation as authorized  by subdivision (4) of
subsection (b) of section 33-1026, AS AMENDED; and
(2) his written  undertaking  to  repay  any funds
advanced  if  he  is  not  entitled  to  mandatory
indemnification under section 33-1118, AS AMENDED,
and  it is  ultimately  determined  under  section
33-1120,  AS  AMENDED,   or  SECTION  33-1121,  AS
AMENDED, that he has not met the relevant standard
of  conduct  described   in  section  33-1117,  AS
AMENDED.
    Sec. 45. Subsection  (e) of section 33-1101 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (e) A committee  may not, however: (1) Approve
or  recommend  to  members  action  that  sections
33-1000 to 33-1290, inclusive, AS AMENDED, require
be approved by  members; (2) fill vacancies on the
board of directors  or  on  any of its committees;
(3) amend the  certificate  of  incorporation; (4)
adopt, amend or  repeal bylaws; [or] (5) approve a
plan of merger;  [,]  (6)  approve  a sale, lease,
exchange  or  other   disposition   of   all,   or
substantially   all,  of   the   property   of   a
corporation,  other than  (A)  in  the  usual  and
regular course of  affairs  of the corporation [,]
OR (B) A  MORTGAGE,  PLEDGE  OR  OTHER ENCUMBRANCE
DESCRIBED IN SUBDIVISION  (2) OF SUBSECTION (a) OF
SECTION 33-1165; or  (7)  approve  a  proposal  to
dissolve.
    Sec. 46. Subsection  (c) of section 33-1173 of
the general statutes,  as amended by section 70 of
public act 97-246,  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 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;  (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; 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]  CHANGES   THE   NAME  OF  THE
CORPORATION TO an available name.
    Sec. 47. Subsection  (d) of section 33-1004 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (d)  The  document  shall  be  typewritten  or
printed or, if  authorized by the Secretary of the
State, ELECTRONICALLY transmitted.  [by electronic
means.]
    Sec. 48. Subsection  (g) of section 33-1004 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (g) The person  executing a document shall, if
the document is  typewritten  or  printed, sign it
and state beneath  or  opposite  his signature his
name and the capacity in which he signs or, if the
document   is  ELECTRONICALLY   transmitted,   [by
electronic  means,] affirm  and  authenticate  the
execution of the  document  in  such manner as the
Secretary of the  State may prescribe as effective
for those purposes.  The document may but need not
contain:   (1)  The   corporate   seal,   (2)   an
attestation  by  the  secretary  or  an  assistant
secretary, (3) an  acknowledgment, verification or
proof.
    Sec. 49. Subsection  (a) of section 33-1006 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) Except as  provided  in  subsection (b) of
this  section  and   subsection   (c)  of  section
33-1007,  a  document   accepted   for  filing  is
effective: (1) At  the  time of filing on the date
it is filed,  as evidenced by the Secretary of the
State's date and  time endorsement on the original
document or, when  the  document is ELECTRONICALLY
transmitted, [by electronic  means,]  as evidenced
by electronic means prescribed by the Secretary of
the   State   for   the   purpose   of   recording
electronically the date and time of filing; or (2)
at the time  specified  in  the  document  as  its
effective time on the date it is filed.
    Sec. 50. Subsection  (d)  of section 33-608 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (d)  The  document  shall  be  typewritten  or
printed or, if  authorized by the Secretary of the
State, ELECTRONICALLY transmitted.  [by electronic
means.]
    Sec. 51. Subsection  (g)  of section 33-608 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (g) The person  executing a document shall, if
the document is  typewritten  or  printed, sign it
and state beneath  or  opposite  his signature his
name and the capacity in which he signs or, if the
document   is  ELECTRONICALLY   transmitted,   [by
electronic  means,] affirm  and  authenticate  the
execution of the  document  in  such manner as the
Secretary of the  State may prescribe as effective
for those purposes.  The document may but need not
contain:   (1)  The   corporate   seal,   (2)   an
attestation  by  the  secretary  or  an  assistant
secretary, (3) an  acknowledgment, verification or
proof.
    Sec. 52. Subsection  (a)  of section 33-610 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) Except as  provided  in  subsection (b) of
this section and subsection (c) of section 33-611,
a document accepted  for  filing is effective: (1)
At the time  of filing on the date it is filed, as
evidenced by the Secretary of the State's date and
time endorsement on the original document or, when
the document is  ELECTRONICALLY  transmitted,  [by
electronic  means,]  as  evidenced  by  electronic
means prescribed by the Secretary of the State for
the purpose of  recording  electronically the date
and time of  filing;  or (2) at the time specified
in the document  as its effective time on the date
it is filed.
    Sec.  53.  Section   33-1057  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  A  corporation   may   impose   fines  or
penalties on members  if  provided  in bylaws duly
adopted by a  two-thirds  vote of members entitled
to vote and,  if  the  fine  or penalty applies to
members not entitled to vote, by a two-thirds vote
as a class  of such members not otherwise entitled
to vote. Such fine or penalty shall not exceed the
higher of the (1) annual dues or assessment or (2)
initiation fee, if any.
    (b) A corporation may levy dues or assessments
against members if  provided  in a bylaw provision
duly adopted (1)  by  the  affirmative  vote of at
least two-thirds of  the  members of each class of
members, voting as  a  class,  to  which  the levy
applies, even though  any such class of members is
not otherwise entitled  to  vote,  or  (2)  by the
directors if the directors are authorized to do so
by a bylaw  provision  adopted  by the affirmative
vote of at least two-thirds of the members of each
class of members,  voting  as  a class, to which a
levy may apply,  even  though  any  such  class of
members is not otherwise entitled to vote.
    (c)  For  purposes   of   this   section,  the
corporation's initial bylaws  adopted  by  (1) the
incorporators or (2)  the board of directors shall
be deemed to  have been adopted by all the members
entitled to vote thereon, if any.
    (d)  NOTWITHSTANDING  ANY  LIMITATION  ON  THE
AMOUNT  OF  A   FINE   OR  PENALTY  SET  FORTH  IN
SUBSECTION  (a) OF  THIS  SECTION,  A  CORPORATION
ORGANIZED  UNDER  SECTIONS   33-1000  TO  33-1290,
INCLUSIVE, OR ANY  PREDECESSOR STATUTES, THAT IS A
TRADE    ASSOCIATION   OR    OTHER    PROFESSIONAL
ORGANIZATION EXEMPT FROM  TAXATION  UNDER  SECTION
501(c)(6) OF THE INTERNAL REVENUE CODE OF 1986, OR
ANY SUBSEQUENT CORRESPONDING INTERNAL REVENUE CODE
OF  THE  UNITED  STATES,  AS  FROM  TIME  TO  TIME
AMENDED, MAY IMPOSE  A  FINE  ON  A MEMBER, NOT TO
EXCEED THE AMOUNT SET FORTH IN THE BYLAWS, FOR THE
VIOLATION OF A  CODE  OF  ETHICS  OR OTHER CODE OF
CONDUCT  UPON  MAJORITY   VOTE  OF  ITS  BOARD  OF
DIRECTORS IN ACCORDANCE  WITH ITS BYLAWS, PROVIDED
THE  ARTICLES OF  ASSOCIATION  OR  BYLAWS  OF  THE
CORPORATION CONTAIN A  WRITTEN  PROVISION  WHEREBY
MEMBERS AGREE TO  BE  BOUND BY SUCH CODE OF ETHICS
OR CODE OF CONDUCT AS A CONDITION OF MEMBERSHIP.
    Sec. 54. Section 47-12 of the general statutes
is repealed and  the  following  is substituted in
lieu thereof:
    Any   person,   corporation,    [or]   limited
liability company OR LIMITED LIABILITY PARTNERSHIP
owning real estate  or  having an interest therein
whose name has been changed, any corporation which
has been merged into or consolidated with another,
and any general  or  limited partnership which has
converted  to  a   limited  liability  company  OR
LIMITED LIABILITY PARTNERSHIP, shall, within sixty
days after the  change,  merger,  consolidation or
conversion file with the town clerk of the town in
which the real  estate  is  located a certificate,
duly  acknowledged, giving  the  name  before  and
after  the  change,   merger,   consolidation   or
conversion and the  town  clerk  shall  record and
index the certificate in the land records.
    Sec.  55.  (NEW)   Notwithstanding  any  other
provision of the  general statutes, on application
of a judgment  creditor  or  his attorney, stating
that a judgment remains unsatisfied and the amount
due thereon, and  subject to the expiration of any
stay of enforcement and expiration of any right of
appeal, the clerk  of the court in which the money
judgment was rendered  shall  issue  an  execution
against  any  winnings   of  the  judgment  debtor
pursuant to chapter  226  or  229a  of the general
statutes, as amended,  as  the  case  may  be. The
execution  shall be  directed  to  (1)  the  State
Comptroller who shall  withhold  any  order of the
State  Treasurer, or  (2)  the  president  of  the
Connecticut Lottery Corporation,  as  the case may
be, for payment  due  from  winnings  pursuant  to
chapter 226 or  229a,  of the general statutes, as
amended,  to  such   judgment   debtor  until  the
judgment is satisfied.
    Sec.  56.  (NEW)   The   Connecticut   Lottery
Corporation may establish a reasonable fee for any
administrative expenses associated with executions
made pursuant to section 55 of this act, including
the cost to the Connecticut Lottery Corporation of
any fee that  may  be  imposed by the clerk of the
court. The amount  of  the  fee  shall reflect the
direct  and  indirect   costs  of  processing  the
executions by said corporation.
    Sec. 57. (NEW)  The  right  of any person to a
lottery prize that  is  paid  in  instalments over
time awarded pursuant  to  section  12-568  of the
general statutes, revision  of  1958,  revised  to
January 1, 1995,  or section 12-812 of the general
statutes, may be voluntarily assigned, in whole or
in part, pursuant  to the provisions of section 58
of this act.
    Sec.  58. (NEW)  (a)  Except  as  provided  in
section 59 of this act, no assignment of a lottery
prize, in whole  or in part, shall be valid unless
it  is  executed   pursuant  to  and  approved  in
accordance with this  section. Any such assignment
shall entitle the  assignee  to  receive,  to  the
extent assigned, the  lottery  prize  to which the
assignor would be  entitled. Such assignment shall
be in writing  and  executed by the assignor. Such
assignment shall be  accompanied  by an affidavit,
signed and sworn  to  by  the  assignor  before  a
proper authority, stating that the assignor (1) is
of sound mind and not acting under duress, (2) has
been advised by  independent legal counsel and has
received  independent  financial  and  tax  advice
concerning the assignment, (3) understands that he
will  not  receive   lottery   prize  payments  or
portions thereof for the time period assigned, (4)
has received a disclosure statement as provided in
subsection (b) of  this  section,  and  (5) at the
time  of the  execution  of  the  assignment,  was
informed  in writing  by  the  assignee  that  the
assignor had the right to cancel the assignment no
later than three  business days following the date
on which the assignment was signed.
    (b) The assignee shall provide to the assignor
a  one-page written  disclosure  statement  in  at
least ten-point bold  type  setting  forth (1) the
payments being assigned,  by  amount  and  payment
dates, (2) the  purchase  price being paid for the
assignment of such  lottery prize, (3) the rate of
discount   to  present   value,   assuming   daily
compounding and funding on the date of assignment,
and (4) the  amount,  if  any,  of  origination or
closing fees that will be charged to the assignor.
    (c)  Upon  payment   of   an   entry   fee  of
seventy-five dollars, the  assignee  shall  submit
the  assignment to  the  Superior  Court  for  the
judicial district in which the assignor resides or
where  the  Connecticut   Lottery  Corporation  is
located for review  and approval by the court. If,
upon review of  the  assignment  and  accompanying
affidavit,   the   court   determines   that   the
requirements of subsection  (a)  of  this  section
have  been  met,   the  court  shall  approve  the
assignment.
    Sec. 59. (NEW)  No person may assign a lottery
prize if (1)  such  person  is  liable for support
under the provisions  of  section  52-362d  of the
general statutes, as  amended,  (2) such person is
liable  for any  debt  owed  to  the  state  under
section 4a-12 of  the  general  statutes, (3) such
person who does  not  assign  any  prize  payments
would  be  subject  to  an  immediate  income  tax
liability for the value of the entire prize rather
than  annual  income   tax   liability   for  each
instalment when paid, as determined by a technical
rule letter, revenue ruling or other public ruling
of the Internal  Revenue  Service,  (4) a court of
competent jurisdiction issues a published decision
that such person  who  does  not  assign any prize
payments would be  subject  to an immediate income
tax liability for  the  value  of the entire prize
rather than annual  income  tax liability for each
instalment  when  paid,  or  (5)  the  Connecticut
Lottery Corporation receives such letter or ruling
from the Internal  Revenue  Service or a published
decision of a  court of competent jurisdiction and
the  corporation  files  such  letter,  ruling  or
decision with the Secretary of the State.
    Sec. 60. (NEW)  (a)  The  Connecticut  Lottery
Corporation may establish a reasonable fee for any
administrative     expenses    associated     with
assignments made pursuant  to  section  58 of this
act, including the cost to the Connecticut Lottery
Corporation of any  processing  fee  that  may  be
imposed by a  private annuity provider. The amount
of the fee  shall  reflect the direct and indirect
costs  of  processing   the  assignments  by  said
corporation.
    (b) The Connecticut  Lottery Corporation shall
be discharged of  all  further  liability  to  the
assignor  upon  payment   of   any  lottery  prize
pursuant to an  assignment made in accordance with
section 58 of this act.
    Sec.  61.  Section   52-584a  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  No  action  or  arbitration,  whether  in
contract, in tort,  or  otherwise,  (1) to recover
damages (A) for  any  deficiency  in  the  design,
planning,  contract  administration,  supervision,
observation of construction or construction of, OR
LAND SURVEYING IN  CONNECTION WITH, an improvement
to real property; (B) for injury to property, real
or personal, arising  out  of any such deficiency;
(C) for injury to the person or for wrongful death
arising out of  any  such  deficiency,  or (2) for
contribution or indemnity  which  is  brought as a
result of any  such  claim  for  damages  shall be
brought against any  architect,  [or] professional
engineer OR LAND SURVEYOR performing or furnishing
the    design,   planning,    supervision,    [or]
observation of construction or construction of, OR
LAND   SURVEYING   IN    CONNECTION   WITH,   such
improvement   more   than    seven   years   after
substantial completion of such improvement.
    (b)   Notwithstanding   the    provisions   of
subsection (a) of  this  section,  in  the case of
such an injury  to  property or the person or such
an injury causing  wrongful  death,  which  injury
occurred  during  the   seventh  year  after  such
substantial  completion,  an  action  in  tort  to
recover damages for  such  an  injury  or wrongful
death may be  brought  within  one  year after the
date on which  such  injury occurred, irrespective
of the date  of death, but in no event may such an
action be brought  more than eight years after the
substantial completion of  construction of such an
improvement.
    (c) For purposes of subsections (a) and (b) of
this  section, an  improvement  to  real  property
shall be considered  substantially  complete  when
(1) it is  first  used  by  the  owner  or  tenant
thereof or (2) it is first available for use after
having  been  completed  in  accordance  with  the
contract or agreement  covering  the  improvement,
including any agreed  changes  to  the contract or
agreement, whichever occurs first.
    (d) The limitation  prescribed by this section
shall not be  asserted  by  way  of defense by any
person in actual  possession  or  the  control, as
owner, tenant or otherwise, of such an improvement
at the time  any deficiency in such an improvement
constitutes the proximate  cause  of the injury or
death for which it is proposed to bring action.
    Sec. 62. This  act  shall  take effect July 1,
1998, except that  sections  55  to 61, inclusive,
shall  take  effect   October   1,  1998,  and  be
applicable to any action or arbitration brought on
or after said  date  with respect to a land survey
performed or furnished on or after said date.

Approved May 27, 1998