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statutes is repealed and the following is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