STATE OF CONNECTICUT
Substitute Bill No. 5712                         Page 1


                                            LCO No.
                                  General Assembly
                                  February Session, A.D., 1994

AN ACT ADOPTING  THE  CONNECTICUT  BUSINESS  CORPORATION  ACT AND
PROVIDING  LIMITED  AMNESTY  FOR  FOREIGN  CORPORATIONS,  LIMITED
PARTNERSHIPS AND LIMITED LIABILITY COMPANIES.

    Be it enacted  by  the Senate and House of Representatives in
General Assembly convened:
    Section 1. (NEW)  This act shall be known and may be cited as
the "Connecticut Business Corporation Act".
    Sec. 2. (NEW)  The  general  assembly  has  power to amend or
repeal all or  part  of this act at any time and all domestic and
foreign corporations subject  to  this  act  are  governed by the
amendment or repeal.
    Sec. 3. (NEW)  (a)  This  act  shall  be  so  construed as to
provide for a  general  corporate  form for the conduct of lawful
business with such  variations and modifications from the form so
provided as the interested parties may agree upon, subject to the
interests of the  state  and  third  parties.  Whether  or  not a
section of this act contains the words "unless the certificate of
incorporation or bylaws  otherwise  provide", or words of similar
import, no provision  of  a certificate of incorporation or bylaw
shall be held  invalid on the ground that it is inconsistent with
such section unless  such  section expressly prohibits variations
therefrom   or   prescribes    minimum   or   maximum   numerical
requirements, or a  substantial  interest  of  the state or third
parties is adversely affected thereby.
    (b) If the  certificate  of  incorporation  in  effect on the
effective date of  this  act  of a corporation with capital stock
formed under the  laws  of  this  state,  whether  general law or
special act, prior  to  the  effective date of this act, contains
any provision contrary  to,  inconsistent  with or in addition to
any provision of  this  act, but which provision was permitted to
be contained in  such  certificate  pursuant to the provisions of
chapter 599 of  the general statutes, revised to January 1, 1995,
the provisions contained  in  such  certificate shall govern such
corporation and the  provisions  of this act shall not be held or
construed to alter  or affect any provision of the certificate of
incorporation  of  such   corporation   inconsistent   with   the
provisions of this  act, except as provided in sections 169, 182,
204 and 205 of this act.
    Sec. 4. (NEW)  (a)  A document shall satisfy the requirements
of this section,  and of any other section that adds to or varies
from  these  requirements,  to  be  entitled  to  filing  by  the
secretary of the state.
    (b) This act  shall  require or permit filing the document in
the office of the secretary of the state.
    (c) The document  shall  contain  the information required by
this act. It may contain other information as well.
    (d) The document  shall  be  typewritten  or  printed  or, if
authorized  by  the   secretary  of  the  state,  transmitted  by
electronic means.
    (e)  The  document  shall  be  in  the  English  language.  A
corporate name need  not  be  in  English  if  written in English
letters or Arabic  or  Roman  numerals,  and  the  certificate of
existence required of foreign corporations need not be in English
if accompanied by a reasonably authenticated English translation.
    (f) The document  shall  be  executed: (1) By the chairman of
the board of  directors  of a domestic or foreign corporation, by
its president or  by  another  of  its officers; (2) if directors
have not been selected or the corporation has not been formed, by
an incorporator; or  (3)  if the corporation is in the hands of a
receiver, trustee or  other  court-appointed  fiduciary,  by that
fiduciary.
    (g) The person executing a 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  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  acknowledgement,  verification  or
proof.
    (h) If the  secretary of the state has prescribed a mandatory
form for the  document  under section 5 of this act, the document
shall be in or on the prescribed form.
    (i) The document  shall  be  delivered  to  the office of the
secretary of the  state  for  filing, except when the document is
transmitted by electronic means.
    (j) When delivered  to  the  office  of  the secretary of the
state for filing,  the  document  shall  be  accompanied  by  the
correct filing fee, and any franchise tax, license fee or penalty
required by this act or other law, unless provision has been made
for payment in  the  manner  prescribed  by  the secretary of the
state.
    (k) When any document is required or permitted to be filed or
recorded as provided  in this act, the secretary of the state may
in his discretion,  for good cause, permit a photostatic or other
photographic copy of  such  document  to  be filed or recorded in
lieu of the  original  instrument. Such filing or recording shall
have the same  force and effect as if the original instrument had
been so filed or recorded.
    Sec. 5. (NEW)  (a)  The  secretary of the state may prescribe
and furnish on  request  forms  for:  (1)  An  application  for a
certificate of existence; (2) a foreign corporation's application
for a certificate  of  authority  to  transact  business  in this
state; (3) a  foreign corporation's application for a certificate
of withdrawal; and (4) the annual report. If the secretary of the
state so requires, use of these forms is mandatory.
    (b) The secretary  of  the state may prescribe and furnish on
request forms for  other  documents  required  or permitted to be
filed by this act but their use is not mandatory.
    Sec. 6. (NEW) (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,  or renew
registration  of  corporate  name,  thirty  dollars;  (2)  filing
transfer of reserved  corporate  name, thirty dollars; (3) filing
articles of incorporation,  including  appointment  of  statutory
agent, fifty dollars;  (4) filing change of address of registered
agent or change  of  statutory  agent,  twenty-five  dollars; (5)
filing notice of  resignation  of  registered  agent, twenty-five
dollars; (6) filing amendment to articles of incorporation, fifty
dollars; (7) filing  restated  articles  of  incorporation, fifty
dollars; (8) filing  articles  of merger or share exchange, fifty
dollars; (9) filing  articles  of correction, fifty dollars; (10)
filing certificate of  surrender  of special charter and adoption
of general articles  of incorporation, fifty dollars; (11) filing
articles  of  dissolution,   twenty-five   dollars;  (12)  filing
articles of revocation  of dissolution, twenty-five dollars; (13)
filing  certificate of  administrative  dissolution,  twenty-five
dollars;  (14) filing  annual  report,  one  hundred  twenty-five
dollars except as  otherwise  provided in sections 204 and 205 of
this act; (15)  filing  application  of  foreign  corporation for
certificate of authority  to  transact business in this state and
issuing certificate of  authority,  fifty  dollars;  (16)  filing
application of foreign  corporation  for  amended  certificate of
authority to transact  business in this state and issuing amended
certificate of authority,  fifty dollars; (17) filing application
for withdrawal of  foreign corporation and issuing certificate of
withdrawal,   fifty  dollars;   (18)   filing   application   for
reinstatement following administrative  dissolution, seventy-five
dollars;  and  (19)  filing  a  corrected  annual  report,  fifty
dollars.
    (b) The secretary  of  the state shall charge and collect the
following miscellaneous charges  and  remit them to the treasurer
for the use  of  the  state:  (1)  At  the time of any service of
process on the  secretary  of  the  state as statutory agent of a
corporation, which amount  may  be  recovered as taxable costs by
the party to  the  suit or action causing such service to be made
if such party  prevails  in  the suit or action, the plaintiff in
the process so  served  shall  pay  twenty-five  dollars; (2) for
preparing and furnishing  a  copy  of any document, instrument or
paper filed or  recorded relating to a corporation: For each copy
of each such  document thereof regardless of the number of pages,
twenty dollars; for  affixing his certification and official seal
thereto, five dollars;  (3)  for  preparing  and  furnishing  his
certificate of existence  or  authorization  under  section 21 of
this act, which  certificate  may  reflect any and all changes of
corporate  names  and  the  date  or  dates  of  filing  thereof,
twenty-five  dollars;  (4)   for  preparing  and  furnishing  his
certificate of existence  or  authorization  under  section 21 of
this act reflecting certificates effecting fundamental changes to
a certificate of  incorporation  and  the date or dates of filing
thereof, fifty dollars; and (5) for other services for which fees
are not provided  by  the  general  statutes the secretary of the
state may charge such fees as will in his judgment cover the cost
of the services provided.
    (c) The tax imposed under chapter 219 of the general statutes
shall not be  imposed  upon  any  transaction  for which a fee is
charged under the provisions of this section.
    (d) Each foreign  corporation  shall  pay to the secretary of
the state a license fee of four hundred fifty dollars at the time
of filing its  application  for  a  certificate  of  authority to
transact business in  this state, and biennially thereafter on or
before the last  day  of  the  calendar  month in which falls the
anniversary  of  the  day  of  issuance  of  its  certificate  of
authority, until such  time  as  it  has  filed  a certificate of
withdrawal from the  state  or  its  certificate  of authority to
transact business in  this  state  has been revoked, provided (1)
the secretary of  the  state  may  require any corporation to pay
either  an annual  or  biennial  license  fee  so  as  to  effect
staggered payment of license fees, and (2) the annual license fee
for a certificate  of  authority shall be two hundred twenty-five
dollars.
    (e) The secretary  of  the state shall proceed as provided in
section 195 of  this  act  whenever  a  foreign corporation is in
default in payment of its license fees as therein provided.
    Sec. 7. (NEW)  (a)  Except  as  provided in subsection (b) of
this section and  subsection  (c)  of  section  8  of this act, a
document other than  the  articles of incorporation of a domestic
incorporation  or  a   certificate  of  authority  of  a  foreign
corporation, accepted for  filing  is effective: (1) At a 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  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.
    (b) A document may specify a delayed effective time and date,
and if it  does so the document becomes effective at the time and
date specified. If  a  delayed  effective  date  but  no  time is
specified, the document  is effective at the close of business on
that date.
    Sec. 8. (NEW)  (a)  A  domestic  or  foreign  corporation may
correct a document  filed  by  the  secretary of the state if the
document  (1)  contains   an   incorrect  statement  or  (2)  was
defectively executed, attested, sealed, verified or acknowledged.
    (b) A document  is  corrected:  (1)  By preparing articles of
correction that (A)  describe  the document, including its filing
date, or attach  a  copy  of  it to the articles, (B) specify the
incorrect statement and  the reason it is incorrect or the manner
in  which the  execution  was  defective,  and  (C)  correct  the
incorrect statement or defective execution; and (2) by delivering
the articles to the secretary of the state for filing.
    (c) Articles of  correction  are  effective  on the effective
date of the document they correct except as to persons relying on
the  uncorrected  document   and   adversely   affected   by  the
correction. As to  those  persons,  articles  of  correction  are
effective when filed.
    Sec. 9. (NEW)  (a)  If  a document delivered to the office of
the secretary of  the state for filing satisfies the requirements
of section 4  of  this act, the secretary of the state shall file
it.
    (b) The secretary  of  the state files a document by stamping
or  otherwise endorsing  "Filed",  together  with  his  name  and
official title and  the  date and time of receipt on the original
and on the  receipt  for the filing fee. After filing a document,
except as provided  in  sections  37  and  193  of  this act, the
secretary of the  state  shall deliver evidence of filing of such
document and of  payment  of  any required fee to the domestic or
foreign corporation or its representative.
    (c) If the secretary of the state refuses to file a document,
he shall return  it to the domestic or foreign corporation or its
representative within five days after the document was delivered,
together with a  brief, written explanation of the reason for his
refusal.
    (d) The secretary of the state's duty to file documents under
this section is  ministerial.  His  filing  or refusing to file a
document does not:  (1)  Affect the validity or invalidity of the
document in whole  or  in  part; (2) relate to the correctness or
incorrectness of information  contained  in  the document; or (3)
create a presumption  that  the  document  is valid or invalid or
that  information  contained   in  the  document  is  correct  or
incorrect.
    Sec. 10. (NEW)  (a)  If the secretary of the state refuses to
file a document  delivered to his office for filing, the domestic
or foreign corporation  may appeal the refusal within thirty days
after the return  of  the  document to the superior court for the
judicial  district  of   Hartford-New   Britain.  The  appeal  is
commenced by petitioning  the court to compel filing the document
and by attaching  to  the petition the document and the secretary
of the state's explanation of his refusal to file.
    (b) The court  may summarily order the secretary of the state
to file the  document  or  take  other action the court considers
appropriate.
    (c) The court's  final  decision  may be appealed as in other
civil proceedings.
    Sec. 11. (NEW) A copy of a document filed by the secretary of
the state, which copy is certified by the secretary of the state,
bearing his signature,  which may be a facsimile, and the seal of
this state, is  conclusive evidence that the original document is
on file with the secretary of the state.
    Sec. 12. (NEW)  (a)  Any person may apply to the secretary of
the state to  furnish  a  certificate of existence for a domestic
corporation or a  certificate  of  authorization  for  a  foreign
corporation.
    (b) A certificate  of  existence  or  authorization shall set
forth the information  provided  in  subdivisions  (3) and (4) of
subsection (b) of  section  6 of this act. The issuance of such a
certificate shall be  conclusive evidence that such corporation's
most recent annual report required by section 204 of this act has
been delivered to the secretary of the state and that articles of
dissolution have not been filed with respect to such corporation.
    Sec. 13. (NEW)  A  person  who  signs or otherwise executes a
document he knows  is  false  in any material respect with intent
that the document  be delivered to the secretary of the state for
filing shall be  subject to the penalty for false statement under
section 53a-157 of the general statutes.
    Sec. 14. (NEW)  The  secretary  of  the  state  has the power
reasonably necessary to  perform  the  duties  required of him by
this act.
    Sec.  15.  (NEW)   The  secretary  of  the  state  may  adopt
regulations in accordance  with  the  provisions of chapter 54 of
the  general  statutes  governing  the  filing  and  delivery  of
documents under this act by electronic means, including facsimile
and computer transmission.
    Sec. 16. (NEW) (a) A corporation shall pay, and the secretary
of the state  shall  charge  and collect from such corporation, a
franchise tax, based upon the number of shares which it will have
authority to issue  or the increase in the number of shares which
it will have  authority to issue, whenever it: (1) Files articles
of incorporation; (2)  files articles of amendment increasing the
number  of  authorized  shares;  (3)  files  articles  of  merger
increasing the number  of  authorized shares which a surviving or
new domestic corporation  will  have authority to issue above the
aggregate  number  of   shares   which   the   merging   domestic
corporations had authority  to  issue;  or  (4) files articles of
correction increasing the  number  of authorized shares which the
corporation will have  authority  to  issue.  The  franchise  tax
payable on an  increase  in the number of authorized shares shall
be imposed only  on  the  increased  number  of  such  shares.  A
specially chartered corporation  which  shall reincorporate under
this act as  provided  in  section 182 of this act shall be taxed
only to the extent, if any, by which the number of its authorized
shares shall thereby be increased.
    (b) The franchise  tax  shall  be at the rate of one cent per
share up to  and  including  the  first  ten  thousand authorized
shares, one-half cent  per  share  for  each  authorized share in
excess of ten  thousand  shares  up  to and including one hundred
thousand shares, one-quarter  cent  per share for each authorized
share  in excess  of  one  hundred  thousand  shares  up  to  and
including one million  shares  and  one-fifth  cent per share for
each authorized share in excess of one million shares.
    (c) In no  case  shall  any  franchise  tax  payment upon the
filing of a certificate of incorporation be less than one hundred
fifty dollars.
    (d) The taxes  imposed by this section shall not apply to the
authorization,  issuance,  transfer   or  exchange  of  stock  or
securities to make effective any plan of corporate reorganization
or adjustment confirmed  or  approved  as provided in subdivision
(1),  (2),  (3)   or   (4)   of  this  subsection,  provided  the
authorization, issuance, transfer  or  exchange  of such stock or
securities  occurs within  five  years  from  the  date  of  such
confirmation or approval: (1) Confirmed under the Bankruptcy Act,
30 Stat. 544,  USC  Title 11, as amended, or the Bankruptcy Code,
92 Stat. 2549-2688,  USC Title 11, as amended; (2) approved in an
equity receivership proceeding in a court involving a railroad as
defined in Section 101(33) of the Bankruptcy Code, as amended, 92
Stat.  2553,  11   USC   101(33);   (3)  approved  in  an  equity
receivership proceeding in  a  court  involving a corporation, as
defined in Section  101(8) of the Bankruptcy Code, as amended, 92
Stat. 2550, 11 USC 101(8); (4) approved in an equity receivership
proceeding  in  a   court   involving  a  corporation  undergoing
insolvency proceedings under chapter 784 of the general statutes.
    Sec. 17. (NEW) As used in this act:
    (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) "Articles of  incorporation" include amended and restated
articles of incorporation and articles of merger.
    (3) "Authorized shares"  means  the  shares  of all classes a
domestic or foreign corporation is authorized to issue.
    (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 for profit,  which  is  not  a  foreign  corporation,
incorporated under the laws of this state, whether general law or
special act and  whether  before  or  after the effective date of
this act.
    (6)  "Deliver"  includes   any   method   that   is  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.
    (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 this act.
    (9) "Effective date  of  notice"  is defined in section 18 of
this act.
    (10) "Employee" includes  an  officer  but  not a director. A
director may accept duties that make him also an employee.
    (11) "Entity" includes a corporation and foreign corporation;
not-for-profit    corporation;    profit    and    not-for-profit
unincorporated association; business  trust, estate, partnership,
trust and two  or  more persons having a joint or common economic
interest; and state, United States or foreign government.
    (12) "Foreign corporation"  means  a  corporation  for profit
incorporated under a law other than the law of this state.
    (13) "Governmental subdivision"  includes  authority, county,
district, and municipality.
    (14) "Includes" denotes a partial definition.
    (15) "Individual" includes  the  estate  of an incompetent or
deceased individual.
    (16) "Means" denotes an exhaustive definition.
    (17) "Notice" is defined in section 18 of this act.
    (18) "Person" includes individual and entity.
    (19) "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)  "Proceeding"  includes   civil   suit   and   criminal,
administrative and investigatory action.
    (21) "Record date"  means the date established under sections
39 to 55, inclusive, or sections 56 to 82, inclusive, of this act
on  which  a   corporation   determines   the   identity  of  its
shareholders and their  shareholdings  for  purposes of this act.
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) "Secretary" means  the  corporate  officer  to  whom the
board of directors  has delegated responsibility under subsection
(c) of section  102 of this act 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) "Secretary of  the  state"  means  the  secretary of the
state of Connecticut.
    (24) "Shares" means  the  units  into  which  the proprietary
interests in a corporation are divided.
    (25) "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.
    (26) "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) "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 that the  secretary of the state has prescribed as suitable
for retention, retrieval and reproduction by the secretary of the
state of the product of that process of communication.
    (29)  "United  States"   includes  any  district,  authority,
bureau, commission, department  and  other  agency  of the United
States.
    (30) "Voting group"  means  all shares of one or more classes
or series that  under  the  articles of incorporation or this act
are entitled to  vote  and  be counted together collectively on a
matter at a  meeting  of shareholders. All shares entitled by the
articles of incorporation  or  this  act to vote generally on the
matter are for that purpose a single voting group.
    Sec. 18. (NEW)  (a) Notice under this act 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.
    (b) Notice may  be  communicated  in  person;  by  telephone,
telegraph,  teletype  or   other   form   of   wire  or  wireless
communication; or by  mail  or private carrier. 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  postpaid  and  correctly  addressed  to  the
shareholder's address shown  in  the corporation's current record
of shareholders, (2)  when  transmitted  by  facsimile  or  other
electronic means if  transmitted to the shareholder in the manner
authorized  by the  shareholder  for  purposes  of  facsimile  or
electronic transmission, as the case may be.
    (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
postpaid 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 this act prescribes notice requirements for particular
circumstances,  those  requirements   govern.   If   articles  of
incorporation  or  bylaws   prescribe  notice  requirements,  not
inconsistent with this  section  or other provisions of this act,
those requirements govern.
    (h) In computing the period of time of any notice required or
permitted to be given by this act, or under the provisions of the
certificate of incorporation  or  bylaws of a corporation or of a
resolution of shareholders  or  directors,  the  day on which the
notice is given  shall  be  excluded,  and  the  day on which the
matter noticed is to occur shall be included, in the absence of a
contrary provision.
    Sec. 19. (NEW)  (a)  For  purposes of this act, the following
identified as a  shareholder in a corporation's current record of
shareholders constitutes one  shareholder:  (1)  Three  or  fewer
coowners; (2) a  corporation, partnership, trust, estate or other
entity;  (3)  the   trustees,   guardians,  custodians  or  other
fiduciaries of a single trust, estate or account.
    (b) For purposes  of  this  act,  shareholdings registered in
substantially similar names  constitute  one shareholder if it is
reasonable to believe that the names represent the same person.
    Sec.  20.  (NEW)   One   or  more  persons  may  act  as  the
incorporator or incorporators  of  a  corporation  by  delivering
articles of incorporation  to  the  secretary  of  the  state for
filing.
    Sec. 21. (NEW)  (a)  The  articles of incorporation shall set
forth: (1) A  corporate  name  for the corporation that satisfies
the requirements of  section  32  of  this act; (2) the number of
shares the corporation  is  authorized  to  issue; (3) the street
address of the  corporation's  initial  registered office and the
name of its  initial registered agent at that office; and (4) the
name and address of each incorporator.
    (b) The articles  of  incorporation  may  set  forth: (1) The
names and addresses  of  the  individuals who are to serve as the
initial  directors; (2)  provisions  not  inconsistent  with  law
regarding: (A) the  purpose or purposes for which the corporation
is  organized; (B)  managing  the  business  and  regulating  the
affairs of the corporation; (C) defining, limiting and regulating
the  powers of  the  corporation,  its  board  of  directors  and
shareholders; (D) a par value for authorized shares or classes of
shares; (E) the  imposition of personal liability on shareholders
for the debts  of  the corporation to a specified extent and upon
specified conditions; (3)  any  provision  that under this act is
required or permitted  to  be  set forth in the bylaws; and (4) a
provision limiting the  personal  liability  of a director to the
corporation or its  shareholders  for monetary damages for breach
of duty as  a  director  to  an  amount that is not less than the
compensation received by the director for serving the corporation
during the year  of  the  violation  if  such  breach did not (A)
involve a knowing  and culpable violation of law by the director,
(B) enable the  director  or  an associate, as defined in section
141 of this  act,  to receive an improper personal economic gain,
(C) show a  lack  of good faith and a conscious disregard for the
duty of the  director  to  the corporation under circumstances in
which the director was aware that his conduct or omission created
an unjustifiable risk  of  serious injury to the corporation, (D)
constitute a sustained  and unexcused pattern of inattention that
amounted  to  an   abdication  of  the  director's  duty  to  the
corporation, or (E)  create  liability  under section 101 of this
act. No such provision shall limit or preclude the liability of a
director for any act or omission occurring prior to the effective
date of such provision.
    (c) The articles  of  incorporation need not set forth any of
the corporate powers enumerated in this act.
    Sec.  22. (NEW)  (a)  Unless  a  delayed  effective  date  is
specified, the corporate  existence  begins  when the articles of
incorporation are filed.
    (b) The secretary  of  the  state's filing of the articles of
incorporation  is  conclusive   proof   that   the  incorporators
satisfied all conditions  precedent  to incorporation except in a
proceeding by the  state to cancel or revoke the incorporation or
involuntarily dissolve the corporation.
    Sec. 23. (NEW)  All persons purporting to act as or on behalf
of a corporation,  knowing  there was no incorporation under this
act, are jointly and severally liable for all liabilities created
while so acting.
    Sec.  24. (NEW)  (a)  After  incorporation:  (1)  If  initial
directors are named in the articles of incorporation, the initial
directors shall hold  an organizational meeting, at the call of a
majority of the  directors,  to  complete the organization of the
corporation by appointing  officers, adopting bylaws and carrying
on any other  business brought before the meeting; (2) if initial
directors are not  named  in  the  articles,  the incorporator or
incorporators shall hold an organizational meeting at the call of
a majority of  the  incorporators:  (A)  To  elect  directors and
complete the organization  of  the corporation; or (B) to elect a
board of directors  who  shall  complete  the organization of the
corporation.
    (b) Action required  or  permitted by this act to be taken by
incorporators at an organizational meeting may be taken without a
meeting if the  action  taken is evidenced by one or more written
consents  describing  the   action   taken  and  signed  by  each
incorporator.
    (c) An organizational  meeting  may be held in or out of this
state.
    Sec. 25. (NEW) (a) The incorporators or board of directors of
a corporation shall adopt initial bylaws for the corporation.
    (b) The bylaws of a corporation may contain any provision for
managing  the  business   and   regulating  the  affairs  of  the
corporation that is  not inconsistent with law or the articles of
incorporation.
    Sec. 26. (NEW)  (a)  Unless  the  articles  of  incorporation
provide otherwise, the  board  of  directors of a corporation may
adopt bylaws to  be  effective  only  in  an emergency defined in
subsection (d) of  this  section. The emergency bylaws, which are
subject to amendment  or repeal by the shareholders, may make all
provisions necessary for  managing  the  corporation  during  the
emergency, including: (1) Procedures for calling a meeting of the
board of directors;  (2) quorum requirements for the meeting; and
(3) designation of additional or substitute directors.
    (b) All provisions  of the regular bylaws consistent with the
emergency  bylaws remain  effective  during  the  emergency.  The
emergency bylaws are not effective after the emergency ends.
    (c) Corporate action  taken  in good faith in accordance with
the emergency bylaws:  (1) Binds the corporation; and (2) may not
be used to  impose  liability  on  a corporate director, officer,
employee or agent.
    (d) An emergency  exists  for  purposes  of this section if a
quorum of the corporation's directors cannot readily be assembled
because of some catastrophic event.
    Sec. 27. (NEW)  (a) Every corporation incorporated under this
act has the  purpose  of  engaging  in any lawful business except
that of a  state bank and trust company, savings bank or building
and loan association,  unless a more limited purpose is set forth
in the articles of incorporation.
    (b) No corporation  formed under this act shall have power to
transact in this  state the business of a telegraph company, gas,
electric light or  water  company, or cemetery corporation, or of
any company, except  a  telephone company, requiring the right to
take and condemn  lands  or to occupy the public highways of this
state.
    (c) No corporation  may  be  formed  under  this  act for the
purpose of transacting  the business of an insurance company or a
surety or indemnity  company, unless (1) it is an affiliate of an
insurance  company  chartered   by,  incorporated,  organized  or
constituted within or  under  the  laws of this state, and (2) at
the time of the filing of its articles of incorporation, there is
also filed a  certificate  issued  by  the insurance commissioner
pursuant to section  28  of this act authorizing the formation of
the corporation. No  corporation formed under this act shall have
power to transact  in  this  state  the  business of an insurance
company or a  surety or indemnity company until it has procured a
license from the  insurance  commissioner  in accordance with the
provisions of section 38a-41 of the general statutes.
    (d) Nothing in  this  act  shall  be construed to authorize a
corporation formed under this act to transact any business except
in compliance with any laws of this state regulating or otherwise
applying to the same. The provisions of this act shall govern all
corporations, but notwithstanding  the  provisions  of  this act,
where by law  special  provisions  are  made  in  the  case  of a
designated  class  or   classes  of  corporations  governing  the
corporate procedure thereof in any respect, limiting or extending
the powers thereof,  conditioning action upon the approval of any
agency of the state, or otherwise prescribing the conduct of such
corporations, such procedure, powers, action and conduct shall be
governed  by  such   special   provisions  whether  or  not  such
corporations are formed under this act.
    (e) Nothing in this section shall prohibit the formation of a
corporation under this act for the transaction of any business or
for the promotion  of  any  purpose  in  any  other  state if not
prohibited by the laws thereof.
    Sec. 28. (NEW) (a) A certificate authorizing the formation of
a corporation to  transact  the  business of an insurance company
shall be issued by the insurance commissioner if the following is
submitted to him  by  the  incorporators  and  is  deemed  to  be
satisfactory: (1) The  proposed  articles of incorporation, which
shall state that  the corporation has, as a purpose, the doing of
an  insurance  business;   (2)   the   proposed   bylaws  of  the
corporation; and (3)  such  information as the commissioner shall
require to evaluate the objectives, management and control of the
proposed corporation.
    (b) All expenses  incurred  by the commissioner in connection
with proceedings under  this  section shall be paid by the person
filing the application.
    Sec. 29. (NEW)  Unless  its articles of incorporation provide
otherwise,  every  corporation   has   perpetual   duration   and
succession in its  corporate  name  and has the same powers as an
individual to do  all things necessary or convenient to carry out
its business and affairs, including without limitation power:
    (1) To sue  and be sued, complain and defend in its corporate
name;
    (2) To have  a  corporate seal, which may be altered at will,
and to use it, or a facsimile of it, by impressing or affixing it
or in any other manner reproducing it;
    (3) To make  and  amend  bylaws,  not  inconsistent  with its
articles of incorporation  or  with  the  laws of this state, for
managing  the  business   and   regulating  the  affairs  of  the
corporation;
    (4) To purchase,  receive,  lease  or  otherwise acquire, and
own, hold, improve, use and otherwise deal with, real or personal
property,  or  any  legal  or  equitable  interest  in  property,
wherever located;
    (5) To sell,  convey,  mortgage,  pledge, lease, exchange and
otherwise dispose of all or any part of its property;
    (6) To purchase, receive, subscribe for or otherwise acquire,
own, hold, vote,  use,  sell, mortgage, lend, pledge or otherwise
dispose of, and deal in and with shares or other interests in, or
obligations of, any other entity;
    (7) To make  contracts  and  guarantees,  incur  liabilities,
borrow money, issue its notes, bonds and other obligations, which
may be convertible  into  or include the option to purchase other
securities of the  corporation, and secure any of its obligations
by mortgage or  pledge  of  any  of  its  property, franchises or
income;
    (8) To lend money, invest and reinvest its funds, and receive
and hold real and personal property as security for repayment;
    (9) To be  a  promoter, partner, member, associate or manager
of any partnership, joint venture, trust or other entity;
    (10) To conduct its business, locate offices and exercise the
powers granted by this act within or without this state;
    (11) To elect  directors  and appoint officers, employees and
agents  of  the  corporation,  define  their  duties,  fix  their
compensation and lend them money and credit;
    (12) To pay  pensions  and  establish  pension plans, pension
trusts, profit sharing  plans,  share  bonus  plans, share option
plans and benefit  or  incentive  plans  for  any  or  all of its
current or former directors, officers, employees and agents;
    (13)  To  make  donations  for  the  public  welfare  or  for
charitable, scientific or educational purposes;
    (14) To transact any lawful business that will aid government
policy; and
    (15) To make  payments or donations, or do any other act, not
inconsistent with law,  that furthers the business and affairs of
the corporation.
    Sec. 30. (NEW)  (a) In anticipation of or during an emergency
defined in subsection (d) of this section, the board of directors
of  a  corporation   may:  (1)  Modify  lines  of  succession  to
accommodate the incapacity  of any director, officer, employee or
agent;  and  (2)   relocate   the   principal  office,  designate
alternative principal offices  or  regional offices, or authorize
the officers to do so.
    (b) During an  emergency  defined  in  subsection (d) of this
section, unless emergency bylaws provide otherwise: (1) Notice of
a meeting of  the  board of directors need be given only to those
directors whom it is practicable to reach and may be given in any
practicable manner, including  by  publication and radio; and (2)
one or more  officers  of the corporation present at a meeting of
the board of  directors  may  be  deemed  to be directors for the
meeting, in order  of  rank  and within the same rank in order of
seniority, as necessary to achieve a quorum.
    (c) Corporate action  taken in good faith during an emergency
under this section  to  further  the ordinary business affairs of
the corporation: (1)  Binds  the  corporation; and (2) may not be
used  to impose  liability  on  a  corporate  director,  officer,
employee or agent.
    (d) An emergency  exists  for  purposes  of this section if a
quorum of the corporation's directors cannot readily be assembled
because of some catastrophic event.
    Sec. 31. (NEW)  (a)  Except  as provided in subsection (b) of
this  section, the  validity  of  corporate  action  may  not  be
challenged on the  ground  that  the  corporation lacks or lacked
power to act.
    (b) A corporation's  power to act may be challenged: (1) In a
proceeding by a shareholder against the corporation to enjoin the
act;  (2)  in   a   proceeding   by  the  corporation,  directly,
derivatively  or through  a  receiver,  trustee  or  other  legal
representative, against an incumbent or former director, officer,
employee or agent  of  the corporation; or (3) in a proceeding by
the attorney general under section 173 of this act.
    (c) In a  shareholder's  proceeding  under subdivision (1) of
subsection  (b)  of   this  section  to  enjoin  an  unauthorized
corporate act, the  court  may  enjoin  or  set aside the act, if
equitable  and  if  all  affected  persons  are  parties  to  the
proceeding,  and  may   award   damages   for  loss,  other  than
anticipated profits, suffered by the corporation or another party
because of enjoining the unauthorized act.
    Sec. 32. (NEW)  (a) The name of each corporation formed after
January  1, 1961:  (1)  Shall  contain  the  word  "corporation",
"incorporated", "company", "Societa  per Azioni" or "limited", or
the abbreviation "corp.",  "inc.",  "co.", "S.p.A." or "ltd.", or
words or abbreviations  of  like  import in another language; and
(2)  may not  contain  language  stating  or  implying  that  the
corporation is organized  for a purpose other than that permitted
by section 27 of this act and its articles of incorporation.
    (b) Except as  authorized  by subsections (c) and (d) of this
section,  a corporate  name  must  be  distinguishable  upon  the
records of the  secretary  of  the  state from: (1) The corporate
name of a  corporation  incorporated  or  authorized  to transact
business  in  this  state;  (2)  a  corporate  name  reserved  or
registered under section 33 or 34 of this act; (3) the fictitious
name adopted by  a  foreign  corporation  authorized  to transact
business in this  state because its real name is unavailable; (4)
the corporate name  of  a not-for-profit corporation incorporated
or  authorized to  transact  business  in  this  state;  (5)  the
corporate name of  any  domestic  or foreign nonstock corporation
incorporated or authorized  to  transact  business in this state;
(6) the name  of  any  domestic  or  foreign  limited partnership
organized or authorized  to  transact business in this state; and
(7) the name of any domestic or foreign limited liability company
organized or authorized to transact business in this state.
    (c) A corporation may apply to the secretary of the state for
authorization to use  a name that is not distinguishable upon his
records from one or more of the names described in subsection (b)
of this section.  The  secretary of the state shall authorize use
of the name applied for if: (1) The other corporation consents to
the  use  in   writing   and   submits  an  undertaking  in  form
satisfactory to the  secretary of the state to change its name to
a name that  is distinguishable upon the records of the secretary
of the state  from  the  name of the applying corporation; or (2)
the applicant delivers  to the secretary of the state a certified
copy of the  final  judgment of a court of competent jurisdiction
establishing the applicant's right to use the name applied for in
this state.
    (d) A corporation  may use the name, including the fictitious
name, of another  domestic or foreign corporation that is used in
this state if the other corporation is incorporated or authorized
to  transact  business  in  this  state  and  the  proposed  user
corporation: (1) Has  merged  with the other corporation; (2) has
been formed by  reorganization  of  the other corporation; or (3)
has acquired all  or  substantially  all of the assets, including
the corporate name, of the other corporation.
    (e) This act does not control the use of fictitious names.
    Sec. 33. (NEW)  (a) A person may reserve the exclusive use of
a  corporate name,  including  a  corporate  name  of  a  foreign
corporation, with such  additional distinctive and distinguishing
elements  that the  corporation  agrees  to  use  in  this  state
exclusive of any  other  name as in the judgment of the secretary
of the state  will  be  sufficient  to  distinguish  its  name by
delivering an application  to  the  secretary  of  the  state for
filing. The application  shall  set forth the name and address of
the applicant and  the  name  proposed  to  be  reserved.  If the
secretary of the  state finds that the corporate name applied for
is available, he  shall  reserve  the  name  for  the applicant's
exclusive use for a period of one hundred twenty days.
    (b) The owner  of  a reserved corporate name may transfer the
reservation to another  person  by delivering to the secretary of
the state a  signed  notice  of the transfer that states the name
and address of the transferee.
    Sec. 34. (NEW)  (a)  A  foreign  corporation may register its
corporate name, or  its corporate name with any addition required
by section 189  of  this act, if the name is distinguishable upon
the records of  the  secretary  of  the  state from the corporate
names that are  not available under subdivision (3) of subsection
(b) of section 32 of this act.
    (b) A foreign  corporation  registers  its corporate name, or
its corporate name  with  any addition required by section 189 of
this act, by  delivering to the secretary of the state for filing
an application: (1)  Setting  forth  its  corporate  name, or its
corporate name with  any addition required by section 189 of this
act, the state  or  country  and date of its incorporation, and a
brief description of  the  nature  of the business in which it is
engaged; and (2)  accompanied by a certificate of existence, or a
document  of  similar  import,  from  the  state  or  country  of
incorporation.
    (c) The name  is registered for the applicant's exclusive use
upon the effective date of the application.
    (d) A foreign corporation whose registration is effective may
renew it for  successive  years by delivering to the secretary of
the state for  filing  a renewal application, which complies with
the requirements of  subsection  (b)  of  this  section,  between
October first and  December  thirty-first  of the preceding year.
The renewal application  when  filed  renews the registration for
the following calendar year.
    Sec. 35. (NEW)  Each  corporation 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, 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.
    Sec. 36. (NEW)  (a)  A  corporation may change its registered
office or registered  agent by delivering to the secretary of the
state for filing  a  statement of change that sets forth: (1) The
name of the  corporation;  (2)  the street address of its current
registered office; (3)  if the current registered office is to be
changed, the street address of the new registered office; (4) the
name  of  its  current  registered  agent;  (5)  if  the  current
registered agent is to be changed, the name of the new registered
agent  and  the  new  agent's  written  consent,  either  on  the
statement or attached  to  it,  to  the appointment; and (6) that
after the change or changes are made, the street addresses of its
registered office and the business office of its registered agent
will be identical.
    (b) If a  registered  agent changes the street address of his
business  office,  he  may  change  the  street  address  of  the
registered  office  of  any  corporation  for  which  he  is  the
registered agent by  notifying  the corporation in writing of the
change  and  signing,   either  manually  or  in  facsimile,  and
delivering to the  secretary  of the state for filing a statement
that complies with  the  requirements  of  subsection (a) of this
section and recites that the corporation has been notified of the
change.
    Sec. 37. (NEW)  (a)  A registered agent may resign his agency
appointment by signing  and  delivering  to  the secretary of the
state for filing  the  signed original and two exact or conformed
copies of a statement of resignation. The statement may include a
statement that the registered office is also discontinued.
    (b) After filing  the  statement,  the secretary of the state
shall  mail  one   copy   to   the   registered  office,  if  not
discontinued, and the  other  copy  to  the  corporation  at  its
principal office.
    (c) The agency  appointment is terminated, and the registered
office discontinued if so provided, on the thirty-first day after
the date on which the statement was filed.
    Sec. 38. (NEW)  (a)  A  corporation's registered agent is the
corporation's agent for  service  of  process,  notice  or demand
required or permitted by law to be served on the corporation.
    (b) If a  corporation  has  no registered agent, or the agent
cannot with reasonable  diligence  be served, the corporation may
be  served  by  registered  or  certified  mail,  return  receipt
requested, addressed to  the  secretary of the corporation at its
principal office. Service  is  perfected under this subsection at
the earliest of:  (1) The date the corporation receives the mail;
(2) the date  shown on the return receipt, if signed on behalf of
the corporation; or (3) five days after its deposit in the United
States mail, as evidenced by the postmark, if mailed postpaid and
correctly addressed.
    (c) This section  does  not  prescribe  the  only  means,  or
necessarily the required means, of serving a corporation.
    Sec.  39. (NEW)  (a)  The  articles  of  incorporation  shall
prescribe the classes  of shares and the number of shares of each
class that the  corporation  is authorized to issue. If more than
one class of  shares is authorized, the articles of incorporation
shall prescribe a distinguishing designation for each class, and,
prior to the  issuance  of  shares  of  a class, the preferences,
limitations and relative  rights of that class shall be described
in the articles  of  incorporation.  All  shares of a class shall
have preferences, limitations  and relative rights identical with
those of other  shares  of  the  same  class except to the extent
otherwise permitted by section 40 of this act.
    (b) The articles  of incorporation shall authorize (1) one or
more  classes of  shares  that  together  have  unlimited  voting
rights, and (2)  one  or more classes of shares, which may be the
same class or  classes as those with voting rights, that together
are entitled to  receive  the  net assets of the corporation upon
dissolution.
    (c) The articles  of  incorporation may authorize one or more
classes of shares  that: (1) Have special, conditional or limited
voting  rights, or  no  right  to  vote,  except  to  the  extent
prohibited by this  act;  (2)  are  redeemable  or convertible as
specified in the  articles  of incorporation (A) at the option of
the corporation, the  shareholder  or  another person or upon the
occurrence of a  designated  event,  (B)  for cash, indebtedness,
securities or other property, (C) in a designated amount or in an
amount determined in  accordance  with a designated formula or by
reference to extrinsic data or events; (3) entitle the holders to
distributions calculated in  any manner, including dividends that
may be cumulative,  noncumulative  or  partially  cumulative; (4)
have preference over  any  other  class of shares with respect to
distributions, including dividends  and  distributions  upon  the
dissolution of the corporation.
    (d)  The  description   of   the  designations,  preferences,
limitations and relative  rights  of  share classes in subsection
(c) of this section is not exhaustive.
    Sec. 40. (NEW)  (a)  If  the  articles  of  incorporation  so
provide, the board  of directors may determine, in whole or part,
the preferences, limitations  and  relative  rights,  within  the
limits set forth  in  section 39 of this act, of (1) any class of
shares before the issuance of any shares of that class or (2) one
or more series  within  a class before the issuance of any shares
of that series.
    (b) Each series  of  a  class shall be given a distinguishing
designation.
    (c)  All  shares   of   a   series  shall  have  preferences,
limitations and relative  rights  identical  with  those of other
shares of the  same  series  and,  except to the extent otherwise
provided in the  description  of  the series, with those of other
series of the same class.
    (d) Before issuing  any  shares  of a class or series created
under this section, the corporation must deliver to the secretary
of  the  state  for  filing  articles  of  amendment,  which  are
effective without shareholder  action,  that  set  forth: (1) The
name  of  the   corporation;   (2)  the  text  of  the  amendment
determining the terms  of  the class or series of shares; (3) the
date it was  adopted;  and (4) a statement that the amendment was
duly adopted by the board of directors.
    Sec. 41. (NEW)  (a)  A  corporation  may  issue the number of
shares of each  class  or  series  authorized  by the articles of
incorporation. Shares that  are  issued  are  outstanding  shares
until they are reacquired, redeemed, converted or cancelled.
    (b)   The  reacquisition,   redemption   or   conversion   of
outstanding shares is  subject  to  the limitations of subsection
(c) of this section and to section 55 of this act.
    (c)  At  all   times  that  shares  of  the  corporation  are
outstanding, one or  more  shares  that  together  have unlimited
voting rights and  one  or more shares that together are entitled
to receive the  net  assets  of  the corporation upon dissolution
must be outstanding.
    Sec. 42. (NEW)  (a) A corporation may: (1) Issue fractions of
a share or  pay  in  money the value of fractions of a share; (2)
arrange for disposition of fractional shares by the shareholders;
(3) issue scrip in registered or bearer form entitling the holder
to receive a full share upon surrendering enough scrip to equal a
full share.
    (b) Each certificate representing scrip must be conspicuously
labeled "scrip" and  must  contain  the  information  required by
subsection (b) of section 48 of this act.
    (c) The holder  of a fractional share is entitled to exercise
the rights of  a  shareholder,  including  the  right to vote, to
receive  dividends and  to  participate  in  the  assets  of  the
corporation upon liquidation. The holder of scrip is not entitled
to any of these rights unless the scrip provides for them.
    (d) The board  of  directors  may  authorize  the issuance of
scrip subject to  any  condition considered desirable, including:
(1) That the  scrip  will  become  void if not exchanged for full
shares before a specified date; and (2) that the shares for which
the scrip is  exchangeable  may  be sold and the proceeds paid to
the scripholders.
    Sec. 43. (NEW)  (a)  A  subscription  for shares entered into
before incorporation is  irrevocable  for  six  months unless the
subscription agreement provides a longer or shorter period or all
the subscribers agree to revocation.
    (b) The board of directors may determine the payment terms of
subscriptions  for  shares   that   were   entered   into  before
incorporation, unless the  subscription agreement specifies them.
A call for  payment  by the board of directors must be uniform so
far as practicable  as to all shares of the same class or series,
unless the subscription agreement specifies otherwise.
    (c) Shares issued  pursuant  to  subscriptions  entered  into
before incorporation are  fully  paid  and nonassessable when the
corporation  receives  the   consideration   specified   in   the
subscription agreement.
    (d) If a  subscriber defaults in payment of money or property
under a subscription agreement entered into before incorporation,
the corporation may  collect  the  amount owed as any other debt.
Alternatively,  unless  the   subscription   agreement   provides
otherwise, the corporation may rescind the agreement and may sell
the shares if the debt remains unpaid more than twenty days after
the  corporation  sends   written   demand  for  payment  to  the
subscriber.
    (e) A subscription agreement entered into after incorporation
is a contract  between the subscriber and the corporation subject
to section 44 of this act.
    Sec. 44. (NEW)  (a) The powers granted in this section to the
board of directors  may  be  reserved  to the shareholders by the
articles of incorporation.
    (b) The board  of directors may authorize shares to be issued
for  consideration  consisting  of  any  tangible  or  intangible
property  or  benefit   to   the   corporation,  including  cash,
promissory notes, services  performed,  contracts for services to
be performed or other securities of the corporation.
    (c)  Before the  corporation  issues  shares,  the  board  of
directors must determine that the consideration received or to be
received for shares  to be issued is adequate. That determination
by the board  of  directors is conclusive insofar as the adequacy
of consideration for  the  issuance  of shares relates to whether
the shares are validly issued, fully paid and nonassessable.
    (d) When the corporation receives the consideration for which
the board of  directors  authorized  the  issuance of shares, the
shares issued therefor are fully paid and nonassessable.
    (e) The corporation  may  place in escrow shares issued for a
contract for future services or benefits or a promissory note, or
make other arrangements  to  restrict the transfer of the shares,
and may credit  distributions  in  respect  of the shares against
their purchase price,  until the services are performed, the note
is paid or  the  benefits  received.  If  the  services  are  not
performed, the note is not paid or the benefits are not received,
the shares escrowed  or restricted and the distributions credited
may be cancelled in whole or part.
    (f) At the  time  of  authorizing the issuance of convertible
shares, the corporation  shall  provide  for  and  at  all  times
thereafter  retain  unissued  sufficient  shares  of  appropriate
classes to satisfy the conversion privileges of all of its issued
and outstanding convertible shares.
    Sec. 45. (NEW)  (a) A purchaser from a corporation of its own
shares is not  liable  to  the  corporation or its creditors with
respect to the  shares  except to pay the consideration for which
the shares were authorized to be issued as provided in section 44
of  this act  or  specified  in  the  subscription  agreement  as
provided in section 43 of this act.
    (b)   Unless  otherwise   provided   in   the   articles   of
incorporation, a shareholder  of  a corporation is not personally
liable for the  acts  or  debts of the corporation except that he
may become personally  liable  by  reason  of  his  own  acts  or
conduct.
    Sec. 46. (NEW)  (a)  Unless  the  articles  of  incorporation
provide otherwise, shares  may  be  issued  pro  rata and without
consideration  to  the   corporation's  shareholders  or  to  the
shareholders of one  or  more  classes  or series. An issuance of
shares under this subsection is a share dividend.
    (b) Shares of  one  class  or  series  may not be issued as a
share dividend in  respect  of  shares of another class or series
unless (1) the  articles  of  incorporation  so  authorize, (2) a
majority of the  votes entitled to be cast by the class or series
to be issued  approve  the issue, or (3) there are no outstanding
shares of the class or series to be issued.
    (c) If the  board  of  directors does not fix the record date
for determining shareholders  entitled to a share dividend, it is
the date the board of directors authorizes the share dividend.
    Sec. 47. (NEW)  A  corporation  may  issue rights, options or
warrants for the purchase of shares of the corporation. The board
of directors shall  determine  the  terms  upon which the rights,
options or warrants  are  issued, their form and content, and the
consideration for which the shares are to be issued.
    Sec. 48. (NEW)  (a) Shares may but need not be represented by
certificates. Unless this  act  or  any  other  provision  of the
general statutes expressly  provides  otherwise,  the  rights and
obligations of shareholders  are  identical  whether or not their
shares are represented by certificates.
    (b) At a  minimum  each  share certificate shall state on its
face: (1) The  name  of  the  issuing  corporation and that it is
organized under the law of this state; (2) the name of the person
to whom issued;  and  (3)  the number and class of shares and the
designation of the series, if any, the certificate represents.
    (c)  If  the  issuing  corporation  is  authorized  to  issue
different classes of  shares  or different series within a class,
the designations, relative  rights,  preferences  and limitations
applicable  to  each   class   and   the  variations  in  rights,
preferences and limitations  determined  for each series, and the
authority of the  board  of directors to determine variations for
future series, shall  be  summarized on the front or back of each
certificate.   Alternatively,   each    certificate   may   state
conspicuously on its  front  or  back  that  the corporation will
furnish the shareholder  this  information  on request in writing
and without charge.
    (d)  Each  share  certificate  (1)  shall  be  signed  either
manually or in facsimile by two officers designated in the bylaws
or by the  board of directors and (2) may bear the corporate seal
or its facsimile.
    (e)  If  the   person  who  signed,  either  manually  or  in
facsimile, a share  certificate  no  longer holds office when the
certificate is issued, the certificate is nevertheless valid.
    Sec. 49. (NEW)  (a)  Unless  the articles of incorporation or
bylaws provide otherwise, the board of directors of a corporation
may authorize the  issue  of  some or all of the shares of any or
all  of  its   classes   or   series  without  certificates.  The
authorization  does not  affect  shares  already  represented  by
certificates until they are surrendered to the corporation.
    (b) Within a  reasonable  time after the issue or transfer of
shares  without certificates,  the  corporation  shall  send  the
shareholder a written  statement  of  the information required on
certificates by subsections  (b)  and  (c)  of section 48 of this
act, and, if applicable, section 50 of this act.
    Sec. 50. (NEW)  (a) The articles of incorporation, bylaws, an
agreement among shareholders or an agreement between shareholders
and the corporation  may  impose  restrictions on the transfer or
registration  of  transfer   of  shares  of  the  corporation.  A
restriction does not  affect shares issued before the restriction
was adopted unless  the  holders of the shares are parties to the
restriction agreement or voted in favor of the restriction.
    (b) A restriction on the transfer or registration of transfer
of shares is  valid  and  enforceable  against  the  holder  or a
transferee of the holder if the restriction is authorized by this
section and its  existence is noted conspicuously on the front or
back of the  certificate  or  is  contained  in  the  information
statement required by  subsection  (b) of section 49 of this act.
Unless so noted,  a  restriction  is  not  enforceable  against a
person without knowledge of the restriction.
    (c) A restriction of the transfer or registration of transfer
of shares is authorized: (1) To maintain the corporation's status
when  it  is   dependent   on  the  number  or  identity  of  its
shareholders; (2) to  preserve  exemptions under federal or state
securities law; (3) for any other reasonable purpose.
    (d) A restriction on the transfer or registration of transfer
of shares may:
    (1) Obligate the  shareholder  first to offer the corporation
or other persons  separately,  consecutively or simultaneously an
opportunity to acquire the restricted shares;
    (2) Obligate the  corporation  or  other  persons separately,
consecutively or simultaneously to acquire the restricted shares;
    (3) Require the  corporation, the holders of any class of its
shares  or  another   person  to  approve  the  transfer  of  the
restricted  shares,  if   the   requirement   is  not  manifestly
unreasonable;
    (4)  Prohibit  the  transfer  of  the  restricted  shares  to
designated persons or  classes  of persons, if the prohibition is
not manifestly unreasonable.
    (e)  For  purposes  of  this  section,  "shares"  includes  a
security convertible into or carrying a right to subscribe for or
acquire shares.
    Sec. 51. (NEW)  A corporation may pay the expenses of selling
or underwriting its shares, and of organizing or reorganizing the
corporation, from the consideration received for shares.
    Sec. 52. (NEW)  The  board of directors of a corporation may,
from time to  time,  for any proper purpose, require shareholders
to  surrender  their  share  certificates  in  exchange  for  new
certificates, or for  the  entering  thereof  of  an  appropriate
legend or notation,  and  may take reasonable measures to endorse
such  requirement.  Without   limiting   the  generality  of  the
foregoing, the board of directors of the surviving corporation in
a merger, or of a corporation the certificate of incorporation of
which has been  amended,  may  require shareholders holding share
certificates which do  not  reflect  such  merger or amendment to
surrender the same  in  exchange for new certificates, or for the
entering thereon of  an  appropriate legend or notation, and may,
after written notice  thereof to such shareholders, refuse to pay
dividends or make other distributions in respect of unsurrendered
certificates, but in  such  case such dividends and distributions
shall be accumulated  for the benefit of the holders thereof, but
with interest, until such certificates are so surrendered.
    Sec. 53. (NEW)  (a)  The shareholders of a corporation do not
have a preemptive  right  to  acquire  the corporation's unissued
shares except to  the  extent  the  articles  of incorporation so
provide or as set forth in subsection (d) of this section.
    (b) A statement  included  in  the  articles of incorporation
that "the corporation elects to have preemptive rights", or words
of similar import,  means  that  the  following  principles apply
except to the  extent  the  articles  of  incorporation expressly
provide otherwise:
    (1) The shareholders  of  the  corporation  have a preemptive
right, granted on  uniform terms and conditions prescribed by the
board of directors  to  provide a fair and reasonable opportunity
to exercise the  right,  to  acquire  proportional amounts of the
corporation's unissued shares  upon  the decision of the board of
directors to issue them.
    (2) A shareholder  may  waive  his preemptive right. A waiver
evidenced by a  writing  is  irrevocable  even  though  it is not
supported by consideration.
    (3) There is  no preemptive right with respect to: (A) Shares
issued  as  compensation   to   directors,  officers,  agents  or
employees of the corporation, its subsidiaries or affiliates; (B)
shares issued to  satisfy  conversion or option rights created to
provide compensation to  directors, officers, agents or employees
of the corporation,  its  subsidiaries  or affiliates; (C) shares
authorized in articles  of  incorporation  that are issued within
six months from  the  effective date of incorporation; (D) shares
sold otherwise than for money.
    (4) Holders of  shares  of  any  class without general voting
rights but with  preferential  rights  to distributions or assets
have no preemptive rights with respect to shares of any class.
    (5) Holders of shares of any class with general voting rights
but without preferential  rights  to distributions or assets have
no preemptive rights  with  respect  to  shares of any class with
preferential rights to  distributions or assets unless the shares
with preferential rights are convertible into or carry a right to
subscribe for or acquire shares without preferential rights.
    (6) Shares subject to preemptive rights that are not acquired
by shareholders may  be  issued to any person for a period of one
year after being  offered  to shareholders at a consideration set
by  the  board   of   directors   that  is  not  lower  than  the
consideration set for the exercise of preemptive rights. An offer
at a lower  consideration  or after the expiration of one year is
subject to the shareholders' preemptive rights.
    (c)  For  purposes  of  this  section,  "shares"  includes  a
security convertible into or carrying a right to subscribe for or
acquire shares.
    (d) Notwithstanding any  provision  of  this  section  to the
contrary,  the  shareholders   of   a   corporation   which   was
incorporated under the  laws of this state, whether under chapter
599 of the  general  statutes, revised to January 1, 1995, or any
other general law  or  special  act,  prior  to  January 1, 1996,
shall, unless the  articles  of  incorporation  expressly provide
otherwise, have the  preemptive rights provided in subsection (b)
of this section.
    Sec. 54. (NEW)  (a)  A corporation may acquire its own shares
and shares so acquired constitute authorized but unissued shares.
    (b) If the  articles of incorporation prohibit the reissue of
acquired shares, the  number  of  authorized shares is reduced by
the number of  shares  acquired,  effective upon amendment of the
articles of incorporation.
    (c) The board  of  directors  may adopt articles of amendment
under this section without shareholder action and deliver them to
the secretary of  the  state  for  filing. The articles shall set
forth: (1) The  name of the corporation; (2) the reduction in the
number of authorized  shares,  itemized  by class and series; and
(3) the total  number of authorized shares, itemized by class and
series, remaining after reduction of the shares.
    Sec. 55. (NEW) (a) A board of directors may authorize and the
corporation may make distributions to its shareholders subject to
restriction by the  articles  of incorporation and the limitation
in subsection (c) of this section.
    (b) If the  board  of  directors does not fix the record date
for determining shareholders  entitled  to  a distribution, other
than one involving a purchase, redemption or other acquisition of
the corporation's shares,  it  is the date the board of directors
authorizes the distribution.
    (c) No distribution  may  be made if, after giving it effect:
(1) The corporation  would  not  be able to pay its debts as they
become  due  in   the  usual  course  of  business;  or  (2)  the
corporation's total assets  would  be  less  than  the sum of its
total liabilities plus,  unless  the  articles  of  incorporation
permit  otherwise, the  amount  that  would  be  needed,  if  the
corporation were to be dissolved at the time of the distribution,
to  satisfy  the   preferential   rights   upon   dissolution  of
shareholders whose preferential  rights  are  superior  to  those
receiving the distribution.
    (d) The board  of  directors  may base a determination that a
distribution is not  prohibited  under  subsection  (c)  of  this
section either on  financial  statements prepared on the basis of
accounting practices and  principles  that  are reasonable in the
circumstances or on  a  fair  valuation  or  other method that is
reasonable in the circumstances.
    (e) Except as provided in subsection (g) of this section, the
effect of a  distribution under subsection (c) of this section is
measured: (1) In the case of distribution by purchase, redemption
or other acquisition  of  the  corporation's  shares,  as  of the
earlier of (A) the date money or other property is transferred or
debt incurred by  the corporation or (B) the date the shareholder
ceases to be  a  shareholder with respect to the acquired shares;
(2) in the  case of any other distribution of indebtedness, as of
the date the  indebtedness  is  distributed; and (3) in all other
cases, as of  (A)  the date the distribution is authorized if the
payment occurs within  one  hundred twenty days after the date of
authorization or (B)  the  date  the payment is made if it occurs
more  than  one   hundred   twenty   days   after   the  date  of
authorization.
    (f) A corporation's indebtedness to a shareholder incurred by
reason of a  distribution made in accordance with this section is
at parity with  the  corporation's  indebtedness  to its general,
unsecured  creditors  except   to   the  extent  subordinated  by
agreement.
    (g) Indebtedness of  a  corporation,  including  indebtedness
issued as a  distribution,  is  not  considered  a  liability for
purposes of determinations  under  subsection (c) of this section
if its terms  provide  that payment of principal and interest are
made only if  and to the extent that payment of a distribution to
shareholders could then  be  made  under  this  section.  If  the
indebtedness  is  issued  as  a  distribution,  each  payment  of
principal or interest is treated as a distribution, the effect of
which is measured on the date the payment is actually made.
    Sec. 56. (NEW)  (a)  A  corporation  shall  hold a meeting of
shareholders annually at  a time stated in or fixed in accordance
with the bylaws.
    (b) Annual shareholders'  meetings  may  be held in or out of
this state at the place stated in or fixed in accordance with the
bylaws. If no  place is stated in or fixed in accordance with the
bylaws,  annual meetings  shall  be  held  at  the  corporation's
principal office.
    (c) The failure  to hold an annual meeting at the time stated
in or fixed  in  accordance  with a corporation's bylaws does not
affect the validity of any corporate action.
    Sec. 57. (NEW) (a) A corporation shall hold a special meeting
of shareholders: (1)  On  call  of  its board of directors or the
person  or persons  authorized  to  do  so  by  the  articles  of
incorporation or bylaws;  or  (2)  if the holders of at least ten
per cent of  all  the  votes  entitled  to  be  cast on any issue
proposed to be  considered  at the proposed special meeting sign,
date, and deliver  to  the  corporation's  secretary  one or more
written  demands  for  the  meeting  describing  the  purpose  or
purposes  for which  it  is  to  be  held,  except  that  if  the
corporation has a  class  of  voting stock registered pursuant to
Section 12 of  the  Securities  Exchange  Act of 1934, as amended
from time to  time,  and  no  person held ten per cent or more of
such votes on  February  1,  1988,  the corporation need not hold
such meeting except  upon  demand of the holders of not less than
thirty-five per cent of such votes.
    (b) If not  otherwise  fixed  under  section 58 or 62 of this
act, the record  date  for  determining  shareholders entitled to
demand a special  meeting is the date the first shareholder signs
the demand.
    (c) Special shareholders'  meetings  may be held in or out of
this state at the place stated in or fixed in accordance with the
bylaws. If no  place  is  stated  or fixed in accordance with the
bylaws, special meetings  shall  be  held  at  the  corporation's
principal office.
    (d) Only business within the purpose or purposes described in
the meeting notice  required  by  subsection (c) of section 60 of
this act may be conducted at a special shareholders' meeting.
    Sec. 58. (NEW)  (a)  The  superior  court  for  the  judicial
district where a  corporation's  principal  office or, if none in
this state, its  registered office is located may summarily order
a meeting to  be  held:  (1) On application of any shareholder of
the corporation entitled  to  participate in an annual meeting if
an annual meeting  was  not held within the earlier of six months
after the end  of the corporation's fiscal year or fifteen months
after its last  annual  meeting;  or  (2)  on  application  of  a
shareholder who signed a demand for a special meeting valid under
section 57 of this act, if: (A) Notice of the special meeting was
not given within  thirty  days  after  the  date  the  demand was
delivered to the  corporation's  secretary;  or  (B)  the special
meeting was not held in accordance with the notice.
    (b) The court  may  fix  the  time  and place of the meeting,
determine the shares  entitled  to  participate  in  the meeting,
specify a record  date  for  determining shareholders entitled to
notice of and  to  vote  at  the  meeting, prescribe the form and
content of the  meeting  notice,  fix  the  quorum  required  for
specific matters to  be considered at the meeting, or direct that
the votes represented  at  the  meeting  constitute  a quorum for
action on those  matters,  and  enter  other  orders necessary to
accomplish the purpose or purposes of the meeting.
    Sec. 59. (NEW)  (a)  Any action which, under any provision of
this act, may  be taken at a meeting of shareholders may be taken
without a meeting  as follows: (1) By consent 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  section  is hereafter referred to as "unanimous
written consent"; or  (2)  if  the  articles  of incorporation so
provide, by consent  in  writing,  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  articles  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 this act.
    (b) If not  otherwise  fixed  under  section 58 or 62 of this
act, 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.
    (c) A consent  signed  under this section has the effect of a
meeting vote and may be described as such in any document.
    Sec. 60. (NEW) (a) A corporation shall notify shareholders of
the date, time and place of each annual and special shareholders'
meeting no fewer  than  ten  nor  more than sixty days before the
meeting date. Unless  this  act  or the articles of incorporation
require otherwise, the  corporation  is  required  to give notice
only to shareholders entitled to vote at the meeting.
    (b) Unless this  act or the articles of incorporation require
otherwise,  notice of  an  annual  meeting  need  not  include  a
description of the  purpose  or purposes for which the meeting is
called.
    (c) Notice of a special shareholders' meeting shall include a
description of the  purpose  or purposes for which the meeting is
called.
    (d) If not  otherwise  fixed  under  section 58 or 62 of this
act, the record  date  for  determining  shareholders entitled to
notice of and  to  vote  at  an  annual  or special shareholders'
meeting is the  day  before  the  first  notice  is  delivered to
shareholders.
    (e) Unless the  bylaws  require  otherwise,  if  an annual or
special shareholders' meeting  is  adjourned to a different date,
time or place,  notice need not be given of the new date, time or
place if the  new date, time or place is announced at the meeting
before adjournment. If  a  new  record  date  for  the  adjourned
meeting is or  must  be  fixed  under  section  62  of  this act,
however, notice of the adjourned meeting must be given under this
section to persons  who  are  shareholders  as  of the new record
date.
    Sec.  61. (NEW)  (a)  A  shareholder  may  waive  any  notice
required by this  act,  the  articles of incorporation, or bylaws
before or after  the  date  and  time  stated  in the notice. The
waiver must be  in writing, be signed by the shareholder entitled
to the notice,  and be delivered to the corporation for inclusion
in the minutes or filing with the corporate records.
    (b) A shareholder's  attendance  at  a  meeting:  (1)  Waives
objection to lack  of  notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to
holding the meeting  or  transacting business at the meeting; (2)
waives objection to  consideration  of a particular matter at the
meeting that is  not  within the purpose or purposes described in
the meeting notice, unless the shareholder objects to considering
the matter when it is presented.
    Sec. 62. (NEW)  (a)  The bylaws may fix or provide the manner
of fixing the  record date for one or more voting groups in order
to  determine  the   shareholders   entitled   to   notice  of  a
shareholders' meeting, to  demand  a special meeting, to vote, or
to take any other action. If the bylaws do not fix or provide for
fixing a record  date,  the board of directors of the corporation
may fix a future date as the record date.
    (b) A record  date  fixed  under this section may not be more
than seventy days  before  the  meeting  or  action  requiring  a
determination of shareholders.
    (c) A determination  of shareholders entitled to notice of or
to  vote  at   a  shareholders'  meeting  is  effective  for  any
adjournment of the  meeting unless the board of directors fixes a
new record date,  which it must do if the meeting is adjourned to
a date more than one hundred twenty days after the date fixed for
the original meeting.
    (d) If a court orders a meeting adjourned to a date more than
one hundred twenty  days  after  the  date fixed for the original
meeting, it may  provide  that the original record date continues
in effect or it may fix a new record date.
    Sec. 63. (NEW)  (a) After fixing a record date for a meeting,
a corporation shall  prepare an alphabetical list of the names of
all  its  shareholders   who   are   entitled   to  notice  of  a
shareholders' meeting. The  list  shall  be  arranged  by  voting
group, and within each voting group by class or series of shares,
and show the  address  of  and  number  of  shares  held  by each
shareholder.
    (b) The shareholders'  list shall be available for inspection
by any shareholder,  beginning  two business days after notice of
the  meeting is  given  for  which  the  list  was  prepared  and
continuing through the  meeting,  at  the corporation's principal
office or at a place identified in the meeting notice in the city
where the meeting  will  be  held.  A  shareholder, his agent, or
attorney is entitled on written demand to inspect and, subject to
the requirements of subsection (c) of section 199 of this act, to
copy the list,  during regular business hours and at his expense,
during the period it is available for inspection.
    (c)  The  corporation   shall  make  the  shareholders'  list
available at the  meeting,  and  any  shareholder,  his agent, or
attorney is entitled  to  inspect the list at any time during the
meeting or any adjournment.
    (d) If the  corporation refuses to allow a shareholder or his
agent or attorney  to inspect the shareholders' list before or at
the meeting, or  copy  the list as permitted by subsection (b) of
this section, the  superior court for the judicial district where
a corporation's principal  office  or, if none in this state, its
registered office, is located, on application of the shareholder,
may  summarily  order   the   inspection   or   copying   at  the
corporation's expense and  may postpone the meeting for which the
list was prepared until the inspection or copying is complete.
    (e) Refusal or  failure  to  prepare  or  make  available the
shareholders' list does  not  affect the validity of action taken
at the meeting.
    Sec. 64. (NEW)  (a) Except as provided in subsections (b) and
(c) of this  section  or  unless  the  articles  of incorporation
provide otherwise, each  outstanding  share, regardless of class,
is  entitled  to   one   vote  on  each  matter  voted  on  at  a
shareholders' meeting.
    (b) Absent special circumstances, the shares of a corporation
are  not  entitled  to  vote  if  they  are  owned,  directly  or
indirectly, by a second corporation, domestic or foreign, and the
first corporation owns, directly or indirectly, a majority of the
shares entitled to vote for directors of the second corporation.
    (c) Subsection (b)  of  this section does not limit the power
of a corporation  to  vote  any shares, including its own shares,
held by it in a fiduciary capacity.
    (d) Redeemable shares  are  not entitled to vote after notice
of redemption is  mailed  to  the holders and a sum sufficient to
redeem the shares  has been deposited with a bank, trust company,
or other financial institution under an irrevocable obligation to
pay the holders the redemption price on surrender of the shares.
    (e) A corporation  may,  by  provision  in  its  articles  of
incorporation, confer upon  holders of any debt securities issued
or to be  issued  by  the  corporation, whether or not secured by
mortgage or otherwise,  such  voting  rights  in  respect  of the
corporate affairs and  management  of  the  corporation as may be
therein provided.
    Sec. 65. (NEW)  (a)  A  shareholder  may  vote  his shares in
person or by proxy.
    (b) A shareholder  may  appoint  a proxy to vote or otherwise
act for him  by signing an appointment form, either personally or
by his attorney-in-fact.
    (c) An appointment  of  a proxy is effective when received by
the secretary or  other  officer  or agent 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  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 73 of this act.
    (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  67  of  this  act and to any express
limitation on the  proxy's authority appearing on the face of the
appointment form, a corporation is entitled to accept the proxy's
vote or other  action  as  that  of  the  shareholder  making the
appointment.
    Sec. 66. (NEW) (a) A corporation may establish a procedure by
which the beneficial  owner  of shares that are registered in the
name of a  nominee  is  recognized  by  the  corporation  as  the
shareholder. The extent  of this recognition may be determined in
the procedure.
    (b) The procedure may set forth: (1) The types of nominees to
which  it  applies;   (2)  the  rights  or  privileges  that  the
corporation recognizes in  a  beneficial owner; (3) the manner in
which  the  procedure   is  selected  by  the  nominee;  (4)  the
information that must be provided when the procedure is selected;
(5) the period for which selection of the procedure is effective;
and (6) other aspects of the rights and duties created.
    Sec. 67. (NEW)  (a)  If  the  name signed on a vote, consent,
waiver  or  proxy  appointment  corresponds  to  the  name  of  a
shareholder, the corporation  if acting in good faith is entitled
to accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder.
    (b) If the  name  signed  on a vote, consent, waiver or proxy
appointment does not  correspond  to the name of its shareholder,
the corporation if  acting in good faith is nevertheless entitled
to accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder if:
    (1) The shareholder is an entity and the name signed purports
to be that of an officer or agent of the entity;
    (2) The name  signed purports to be that of an administrator,
executor, guardian or  conservator  representing  the shareholder
and, if the  corporation  requests,  evidence of fiduciary status
acceptable to the  corporation has been presented with respect to
the vote, consent, waiver or proxy appointment;
    (3) The name  signed  purports  to  be  that of a receiver or
trustee in bankruptcy  of the shareholder and, if the corporation
requests, evidence of  this  status acceptable to the corporation
has been presented  with  respect to the vote, consent, waiver or
proxy appointment;
    (4) The name  signed  purports  to  be  that  of  a  pledgee,
beneficial owner or  attorney-in-fact  of the shareholder and, if
the corporation requests,  evidence acceptable to the corporation
of the signatory's authority to sign for the shareholder has been
presented with respect  to  the  vote,  consent,  waiver or proxy
appointment;
    (5) Two or  more  persons are the shareholder as cotenants or
fiduciaries and the  name  signed  purports  to be the name of at
least one of  the  coowners  and the person signing appears to be
acting on behalf of all the coowners.
    (c) The corporation  is  entitled  to reject a vote, consent,
waiver or proxy  appointment if the secretary or other officer or
agent authorized to  tabulate  votes,  acting  in good faith, has
reasonable basis for doubt about the validity of the signature on
it  or  about   the   signatory's   authority  to  sign  for  the
shareholder.
    (d) The corporation  and  its officer or agent who accepts or
rejects a vote,  consent,  waiver  or  proxy  appointment in good
faith and in  accordance  with  the standards of this section 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
is valid unless  a  court  of  competent  jurisdiction determines
otherwise.
    Sec. 68. (NEW)  (a)  Shares  entitled  to  vote as a separate
voting group may  take  action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. Unless
the articles of  incorporation  or  this act provide otherwise, a
majority of the  votes  entitled  to be cast on the matter by the
voting group constitutes a quorum of that voting group for action
on that matter.
    (b) Once a share is represented for any purpose at a meeting,
it is deemed present for quorum purposes for the remainder of the
meeting and for  any  adjournment  of  that  meeting unless a new
record date is or must be set for that adjourned meeting.
    (c) If a  quorum  exists,  action on a matter, other than the
election of directors, by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes
cast opposing the action, unless the articles of incorporation or
this act require a greater number of affirmative votes.
    (d)  An  amendment   of  articles  of  incorporation  adding,
changing or deleting  a quorum or voting requirement for a voting
group greater than  specified  in  subsection  (a) or (c) of this
section is governed by section 70 of this act.
    (e) The election  of  directors  is governed by section 71 of
this act.
    Sec. 69. (NEW)  (a)  If the articles of incorporation or this
act provide for  voting  by  a  single  voting group on a matter,
action on that  matter  is  taken  when voted upon by that voting
group as provided in section 68 of this act.
    (b) If the  articles of incorporation or this act provide for
voting by two  or  more voting groups on a matter, action on that
matter is taken  only  when  voted  upon  by each of those voting
groups counted separately  as provided in section 68 of this act.
Action may be  taken  by one voting group on a matter even though
no action is  taken  by  another voting group entitled to vote on
the matter.
    Sec. 70. (NEW)  (a) The articles of incorporation may provide
for a greater  quorum  or voting requirement for shareholders, or
voting groups of shareholders, than is provided for by this act.
    (b) An amendment  to the articles of incorporation that adds,
changes or deletes  a  greater  quorum or voting requirement must
meet the same  quorum requirement and be adopted by the same vote
and voting groups  required  to  take action under the quorum and
voting requirements then  in  effect  or  proposed to be adopted,
whichever is greater.
    Sec. 71. (NEW)  (a) Unless otherwise provided in the articles
of incorporation, directors  are  elected  by  a plurality of the
votes cast by  the  shares  entitled to vote in the election at a
meeting at which a quorum is present.
    (b) Shareholders do  not have a right to cumulate their votes
for directors unless the articles of incorporation so provide.
    (c) A statement  included  in  the  articles of incorporation
that "all or  a  designated  voting  group  of  shareholders  are
entitled to cumulate  their  votes  for  directors",  or words of
similar  import,  means  that  the  shareholders  designated  are
entitled to multiply  the  number  of  votes they are entitled to
cast by the  number  of  directors  for whom they are entitled to
vote and cast  the  product  for a single candidate or distribute
the product among two or more candidates.
    (d) Shares otherwise entitled to vote cumulatively may not be
voted  cumulatively at  a  particular  meeting  unless:  (1)  The
meeting notice or  proxy statement accompanying the notice states
conspicuously that cumulative  voting  is  authorized;  or  (2) a
shareholder who has  the right to cumulate his votes gives notice
to the corporation  not  less  than  forty-eight hours before the
time set for  the  meeting  of  his  intent to cumulate his votes
during the meeting,  and if one shareholder gives this notice all
other shareholders in  the same voting group participating in the
election are entitled  to  cumulate  their  votes  without giving
further notice.
    Sec. 72. (NEW)  (a)  One  or  more  shareholders may create a
voting trust, conferring  on  a  trustee  the  right  to  vote or
otherwise act for  them,  by signing an agreement setting out the
provisions of the  trust,  which  may include anything consistent
with its purpose,  and  transferring their shares to the trustee.
When a voting  trust  agreement  is  signed,  the  trustee  shall
prepare a list  of  the  names  and  addresses  of  all owners of
beneficial interests in  the  trust, together with the number and
class of shares each transferred to the trust, and deliver copies
of the list and agreement to the corporation's principal office.
    (b) A voting  trust  becomes  effective on the date the first
shares subject to the trust are registered in the trustee's name.
A voting trust  is  valid  for  not more than ten years after its
effective date unless  extended  under  subsection  (c)  of  this
section.
    (c) All or  some  of the parties to a voting trust may extend
it for additional  terms  of  not  more  than  ten  years each by
signing a extension  agreement and obtaining the voting trustee's
written consent to  the  extension. An extension is valid for ten
years from the  date  the  first  shareholder signs the extension
agreement.  The  voting   trustee  must  deliver  copies  of  the
extension  agreement  and   list  of  beneficial  owners  to  the
corporation's principal office. An extension agreement binds only
those parties signing it.
    Sec. 73. (NEW)  (a)  Two or more shareholders may provide for
the manner in  which  they  will  vote their shares by signing an
agreement for that purpose. A voting agreement created under this
section is not  subject  to  the provisions of section 72 of this
act.
    (b)  A  voting   agreement  created  under  this  section  is
specifically enforceable.
    Sec. 74. (NEW)  (a)  An agreement among the shareholders of a
corporation that complies  with  this  section is effective among
the  shareholders  and   the   corporation   even  though  it  is
inconsistent with one  or  more  other  provisions of this act in
that it:
    (1)  Eliminates the  board  of  directors  or  restricts  the
discretion or powers of the board of directors;
    (2) Governs the  authorization  or  making  of  distributions
whether or not  in  proportion to ownership of shares, subject to
the limitations in section 55 of this act;
    (3) Establishes who  shall  be  directors  or officers of the
corporation, or their  terms  of office or manner of selection or
removal;
    (4) Governs, in general or in regard to specific matters, the
exercise  or  division   of   voting  power  by  or  between  the
shareholders and directors  or by or among any of them, including
use of weighted voting rights or director proxies;
    (5) Establishes the terms and conditions of any agreement for
the transfer or  use  of  property  or  the provision of services
between the corporation and any shareholder, director, officer or
employee of the corporation or among any of them;
    (6) Transfers to  one  or  more shareholders or other persons
all or part  of the authority to exercise the corporate powers or
to manage the  business and affairs of the corporation, including
the resolution of  any  issue about which there exists a deadlock
among directors or shareholders;
    (7) Requires dissolution of the corporation at the request of
one or more  of  the  shareholders  or  upon  the occurrence of a
specified event or contingency; or
    (8) Otherwise governs the exercise of the corporate powers or
the management of  the business and affairs of the corporation or
the relationship among  the  shareholders,  the directors and the
corporation, or among  any of them, and is not contrary to public
policy.
    (b) An agreement authorized by this section shall be: (1) Set
forth (A) in the articles of incorporation or bylaws and approved
by all persons  who are shareholders at the time of the agreement
or (B) in  a  written agreement that is signed by all persons who
are shareholders at  the  time of the agreement and is made known
to the corporation;  (2) subject to amendment only by all persons
who are shareholders  at  the  time  of the amendment, unless the
agreement provides otherwise; and (3) valid for ten years, unless
the agreement provides otherwise.
    (c) The existence of any agreement authorized by this section
shall be noted  conspicuously  on  the  front  or  back  of  each
certificate  for  outstanding   shares   or  on  the  information
statement required by  subsection  (b) of section 49 of this act.
If at the  time  of  the  agreement  the  corporation  has shares
outstanding represented by  certificates,  the  corporation shall
recall  the  outstanding   certificates   and   issue  substitute
certificates that comply  with  this  subsection.  The failure to
note  the existence  of  the  agreement  on  the  certificate  or
information  statement shall  not  affect  the  validity  of  the
agreement or any  action  taken  pursuant to it. Any purchaser of
shares who, at  the  time  of purchase, did not have knowledge of
the existence of the agreement shall be entitled to rescission of
the purchase. A  purchaser  shall  be deemed to have knowledge of
the existence of  the  agreement if its existence is noted on the
certificate or information statement for the shares in compliance
with this subsection  and, if the shares are not represented by a
certificate,  the  information  statement  is  delivered  to  the
purchaser at or  prior  to the time of purchase of the shares. An
action to enforce  the  right  of  rescission  authorized by this
subsection must be  commenced  within  the earlier of ninety days
after discovery of  the  existence  of the agreement or two years
after the time of purchase of the shares.
    (d) An agreement authorized by this section shall cease to be
effective when shares of the corporation are listed on a national
securities exchange or regularly traded in a market maintained by
one or more  members  of  a  national  or  affiliated  securities
association. If the  agreement  ceases  to  be  effective for any
reason, the board of directors may, if the agreement is contained
or referred to  in the corporation's articles of incorporation or
bylaws, adopt an  amendment  to  the articles of incorporation or
bylaws, without shareholder  action,  to delete the agreement and
any references to it.
    (e) An agreement  authorized  by this section that limits the
discretion or powers  of the board of directors shall relieve the
directors of, and  impose upon the person or persons in whom such
discretion or powers  are vested, liability for acts or omissions
imposed by law  on directors to the extent that the discretion or
powers of the directors are limited by the agreement.
    (f) The existence  or  performance of an agreement authorized
by this section  shall  not  be  a  ground  for imposing personal
liability on any  shareholder  for  the  acts  or  debts  of  the
corporation even if  the  agreement or its performance treats the
corporation as if  it were a partnership or results in failure to
observe the corporate  formalities  otherwise  applicable  to the
matters governed by the agreement.
    (g)  Incorporators or  subscribers  for  shares  may  act  as
shareholders with respect  to  an  agreement  authorized  by this
section if no shares have been issued when the agreement is made.
    Sec. 75. (NEW)  As  used  in sections 75 to 82, inclusive, of
this act:
    (1) "Derivative proceeding"  means  a civil suit in the right
of a domestic  corporation  or, to the extent provided in section
82 of this act, in the right of a foreign corporation.
    (2) "Shareholder" includes  a  beneficial  owner whose shares
are held in a voting trust or held by a nominee on the beneficial
owner's behalf.
    Sec. 76. (NEW)  A  shareholder may not commence or maintain a
derivative  proceeding  unless   the   shareholder:   (1)  Was  a
shareholder of the corporation at the time of the act or omission
complained  of  or  became  a  shareholder  through  transfer  by
operation of law from one who was a shareholder at that time; and
(2)  fairly  and  adequately  represents  the  interests  of  the
corporation in enforcing the right of the corporation.
    Sec. 77. (NEW)  No  shareholder  may  commence  a  derivative
proceeding until: (1)  A  written  demand  has been made upon the
corporation to take  suitable  action;  and  (2) ninety days have
expired from the  date the demand was made unless the shareholder
has earlier been  notified  that  the demand has been rejected by
the corporation or  unless  irreparable injury to the corporation
would result by  waiting  for  the  expiration  of the ninety-day
period.
    Sec. 78. (NEW)  If  the corporation commences an inquiry into
the allegations made  in  the  demand or complaint, the court may
stay any derivative proceeding for such period as the court deems
appropriate.
    Sec. 79. (NEW) (a) A derivative proceeding shall be dismissed
by the court  on  motion  by the corporation if one of the groups
specified in subsection (b) or (f) of this section has determined
in good faith  after  conducting  a reasonable inquiry upon which
its conclusions are  based that the maintenance of the derivative
proceeding is not in the best interests of the corporation.
    (b) Unless a panel is appointed pursuant to subsection (f) of
this section, the determination in subsection (a) of this section
shall be made  by:  (1)  A majority vote of independent directors
present at a meeting of the board of directors if the independent
directors constitute a  quorum;  or  (2)  a  majority  vote  of a
committee  consisting  of   two  or  more  independent  directors
appointed by a  majority vote of independent directors present at
a  meeting of  the  board  of  directors,  whether  or  not  such
independent directors constituted a quorum.
    (c) None of the following shall by itself cause a director to
be considered not  independent  for purposes of this section: (1)
The nomination or  election  of  the  director by persons who are
defendants in the derivative proceeding or against whom action is
demanded; (2) the  naming  of  the director as a defendant in the
derivative proceeding or  as  a  person  against  whom  action is
demanded; or (3)  the  approval  by the director of the act being
challenged in the  derivative  proceeding  or  demand  if the act
resulted in no personal benefit to the director.
    (d)  If  a   derivative   proceeding  is  commenced  after  a
determination has been  made rejecting a demand by a shareholder,
the complaint shall  allege with particularity facts establishing
either (1) that  a  majority  of  the  board of directors did not
consist of independent  directors  at  the time the determination
was made or  (2)  that the requirements of subsection (a) of this
section have not been met.
    (e) If a  majority of the board of directors does not consist
of independent directors  at  the time the determination is made,
the  corporation shall  have  the  burden  of  proving  that  the
requirements of subsection  (a) of this section have been met. If
a majority of  the  board  of  directors  consists of independent
directors at the  time  the  determination is made, the plaintiff
shall  have the  burden  of  proving  that  the  requirements  of
subsection (a) of this section have not been met.
    (f) The court  may appoint a panel of one or more independent
persons upon motion  by  the  corporation to make a determination
whether the maintenance  of  the  derivative proceeding is in the
best interests of  the  corporation.  In such case, the plaintiff
shall  have the  burden  of  proving  that  the  requirements  of
subsection (a) of this section have not been met.
    Sec.  80.  (NEW)   A   derivative   proceeding   may  not  be
discontinued or settled  without  the  court's  approval.  If the
court determines that  a  proposed  discontinuance  or settlement
will substantially affect  the  interests  of  the  corporation's
shareholders or a  class  of shareholders, the court shall direct
that notice be given to the shareholders affected.
    Sec. 81. (NEW)  On  termination  of the derivative proceeding
the court may:
    (1) Order the  corporation  to pay the plaintiff's reasonable
expenses, including counsel  fees,  incurred in the proceeding if
it finds that  the  proceeding  has  resulted  in  a  substantial
benefit to the corporation;
    (2) Order the  plaintiff  to  pay  any defendant's reasonable
expenses,  including counsel  fees,  incurred  in  defending  the
proceeding if it  finds  that  the  proceeding  was  commenced or
maintained without reasonable  cause  or for an improper purpose;
or
    (3) Order a  party  to  pay  an  opposing  party's reasonable
expenses, including counsel  fees, incurred because of the filing
of a pleading,  motion  or  other  paper,  if  it  finds that the
pleading, motion or  other  paper  was not well grounded in fact,
after reasonable inquiry,  or warranted by existing law or a good
faith argument for  the  extension,  modification  or reversal of
existing law and  was interposed for an improper purpose, such as
to harass or  to  cause unnecessary delay or needless increase in
the cost of litigation.
    Sec. 82. (NEW) In any derivative proceeding in the right of a
foreign corporation, the  matters  covered  by sections 75 to 82,
inclusive, of this  act  shall  be  governed  by  the laws of the
jurisdiction of incorporation  of  the foreign corporation except
for sections 78, 80 and 81 of this act.
    Sec. 83. (NEW)  (a)  Except as provided in section 74 of this
act, each corporation shall have a board of directors.
    (b) All corporate  powers  shall be exercised by or under the
authority of, and  the  business  and  affairs of the corporation
managed under the  direction  of, its board of directors, subject
to any limitation  set  forth in the articles of incorporation or
in an agreement authorized under section 74 of this act.
    Sec. 84. (NEW)  The  articles  of incorporation or bylaws may
prescribe qualifications for  directors. A director need not be a
resident of this state or a shareholder of the corporation unless
the articles of incorporation or bylaws so prescribe.
    Sec. 85. (NEW)  (a) A board of directors shall consist of one
or more individuals,  with  the  number  specified in or fixed in
accordance with the articles of incorporation or bylaws.
    (b) The number  of  directors  may  be increased or decreased
from time to  time by amendment to, or in the manner provided in,
the articles of incorporation or the bylaws.
    (c) Directors are  elected  at the first annual shareholders'
meeting and at  each annual meeting thereafter unless their terms
are staggered under section 88 of this act.
    Sec. 86. (NEW)  If  the  articles  of incorporation authorize
dividing the shares into classes, the articles may also authorize
the election of  all  or  a  specified number of directors by the
holders of one  or more authorized classes of shares. A class, or
classes, of shares  entitled  to elect one or more directors is a
separate voting group for purposes of the election of directors.
    Sec. 87. (NEW)  (a)  The  terms of the initial directors of a
corporation expire at  the  first  shareholders' meeting at which
directors are elected.
    (b) The terms  of  all  other  directors  expire  at the next
annual  shareholders' meeting  following  their  election  unless
their terms are staggered under section 88 of this act.
    (c) A decrease in the number of directors does not shorten an
incumbent director's term.
    (d) The term  of a director elected to fill a vacancy expires
at the next shareholders' meeting at which directors are elected.
    (e) Despite the expiration of a director's term, he continues
to serve until  his  successor  is elected and qualifies or until
there is a decrease in the number of directors.
    Sec. 88. (NEW)  (a) The articles of incorporation may provide
for staggering the  terms  of  directors  by  dividing  the total
number of directors  into  up  to  five  groups,  with each group
containing approximately the  same  percentage  of  the total, as
near as may  be.  In  that  event,  the terms of directors in the
first group expire  at  the  first  annual  shareholders' meeting
after their election, the terms of the second group expire at the
second annual shareholders'  meeting  after  their  election, the
terms of the  third  group,  if  any,  expire at the third annual
shareholders' meeting after  their  election,  the  terms  of the
fourth group, if  any,  expire at the fourth annual shareholders'
meeting after their  election,  and the terms of the fifth group,
if any, expire  at  the  fifth annual shareholders' meeting after
their  election.  At   each  annual  shareholders'  meeting  held
thereafter, directors shall  be  chosen  for a term of two years,
three years, four  years  or  five  years, as the case may be, to
succeed those whose terms expire.
    (b)  If a  corporation  has  cumulative  voting  pursuant  to
section 71 of  this  act,  this section shall apply only if there
are at least three directors in each group.
    Sec. 89. (NEW)  (a)  A  director  may  resign  at any time by
delivering written notice to the board of directors, its chairman
or to the corporation.
    (b) A resignation  is  effective when the notice is delivered
unless the notice specifies a later effective date.
    Sec. 90. (NEW)  (a)  The  shareholders may remove one or more
directors  with  or   without   cause   unless  the  articles  of
incorporation provide that  directors  may  be  removed  only for
cause.
    (b)  If  a   director   is  elected  by  a  voting  group  of
shareholders only the  shareholders  of  that  voting  group  may
participate in the vote to remove him.
    (c) If cumulative voting is authorized, a director may not be
removed if the  number  of  votes  sufficient  to elect him under
cumulative voting is  voted  against  his  removal. If cumulative
voting is not  authorized,  a director may be removed only if the
number of votes  cast  to  remove him exceeds the number of votes
cast not to remove him.
    (d) A director  may  be removed by the shareholders only at a
meeting called for  the  purpose  of removing him and the meeting
notice must state  that  the  purpose, or one of the purposes, of
the meeting is removal of the director.
    Sec. 91. (NEW)  (a)  The  superior  court  for  the  judicial
district where a  corporation's  principal  office or, if none in
this  state, its  registered  office  is  located  may  remove  a
director of the corporation from office in a proceeding commenced
either by the corporation or by its shareholders holding at least
ten per cent  of the outstanding shares of any class if the court
finds that (1)  the  director  engaged in fraudulent or dishonest
conduct, or gross  abuse of authority or discretion, with respect
to the corporation and (2) removal is in the best interest of the
corporation.
    (b) The court  that  removes  a director may bar the director
from reelection for a period prescribed by the court.
    (c) If shareholders  commence  a  proceeding under subsection
(a) of this  section,  they  shall  make  the corporation a party
defendant.
    Sec. 92. (NEW)  (a)  Unless  the  articles  of  incorporation
provide otherwise, if  a  vacancy occurs on a board of directors,
including a vacancy  resulting  from an increase in the number of
directors: (1) The  shareholders  may  fill  the vacancy; (2) the
board of directors  may fill the vacancy; or (3) if the directors
remaining in office  constitute fewer than a quorum of the board,
they may fill  the  vacancy by the affirmative vote of a majority
of all the directors remaining in office.
    (b) If the  vacant office was held by a director elected by a
voting group of  shareholders, only the holders of shares of that
voting group are  entitled  to  vote to fill the vacancy if it is
filled by the shareholders.
    (c) A vacancy  that  will  occur at a specific later date, by
reason  of  a   resignation  effective  at  a  later  date  under
subsection (b) of  section  89  of  this act or otherwise, may be
filled before the  vacancy  occurs  but  the new director may not
take office until the vacancy occurs.
    Sec. 93. (NEW) Unless the articles of incorporation or bylaws
provide  otherwise,  the   board   of   directors   may  fix  the
compensation of directors.
    Sec. 94. (NEW) (a) The board of directors may hold regular or
special meetings in or out of this state.
    (b) Unless the  articles  of  incorporation or bylaws provide
otherwise, the board of directors may permit any or all directors
to participate in a regular or special meeting by, or conduct the
meeting through the  use  of, any means of communication by which
all directors participating  may  simultaneously  hear each other
during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.
    Sec. 95. (NEW)  (a)  Unless  the articles of incorporation or
bylaws provide otherwise,  action  required  or permitted by this
act to be  taken  at  a  board of directors' meeting may be taken
without a meeting  if  the  action is taken by all members of the
board. The action  shall  be  evidenced  by  one  or more written
consents describing the  action  taken,  signed by each director,
and included in  the  minutes or filed with the corporate records
reflecting the action taken.
    (b) Action taken  under  this  section  is effective when the
last director signs  the  consent, unless the consent specifies a
different effective date.
    (c) A consent  signed  under this section has the effect of a
meeting vote and may be described as such in any document.
    Sec. 96. (NEW)  (a)  Unless  the articles of incorporation or
bylaws  provide otherwise,  regular  meetings  of  the  board  of
directors may be  held without notice of the date, time, place or
purpose of the meeting.
    (b) Unless the  articles  of  incorporation or bylaws provide
for a longer  or shorter period, special meetings of the board of
directors shall be  preceded  by at least two days' notice of the
date, time and place of the meeting. The notice need not describe
the  purpose of  the  special  meeting  unless  required  by  the
articles of incorporation or bylaws.
    Sec. 97. (NEW)  (a)  A director may waive any notice required
by this act,  the  articles  of incorporation or bylaws before or
after the date  and time stated in the notice. Except as provided
by subsection (b)  of  this  section,  the  waiver  shall  be  in
writing, signed by  the director entitled to the notice and filed
with the minutes or corporate records.
    (b) A director's  attendance at or participation in a meeting
waives any required  notice  to  him  of  the  meeting unless the
director at the  beginning  of  the meeting, or promptly upon his
arrival, objects to  holding  the meeting or transacting business
at the meeting  and  does  not  thereafter  vote for or assent to
action taken at the meeting.
    Sec. 98. (NEW)  (a)  Unless  the articles of incorporation or
bylaws require a greater number, a quorum of a board of directors
consists of: (1)  A  majority of the fixed number of directors if
the corporation has  a fixed board size; or (2) a majority of the
number of directors prescribed, or if no number is prescribed the
number in office  immediately  before  the meeting begins, if the
corporation has a variable-range size board.
    (b) The articles  of  incorporation or bylaws may authorize a
quorum of a  board  of  directors  to  consist  of  no fewer than
one-third  of  the   fixed  or  prescribed  number  of  directors
determined under subsection (a) of this section.
    (c) If a  quorum  is  present  when  a  vote  is  taken,  the
affirmative vote of a majority of directors present is the act of
the board of  directors  unless  the articles of incorporation or
bylaws require the vote of a greater number of directors.
    (d) A director  who  is  present at a meeting of the board of
directors or a committee of the board of directors when corporate
action is taken  is  deemed  to have assented to the action taken
unless: (1) He  objects  at  the  beginning  of  the  meeting, or
promptly upon his  arrival, to holding it or transacting business
at the meeting;  (2)  his  dissent  or abstention from the action
taken is entered  in  the  minutes  of  the  meeting;  or  (3) he
delivers written notice  of  his  dissent  or  abstention  to the
presiding officer of the meeting before its adjournment or to the
corporation immediately after  adjournment  of  the  meeting. The
right of dissent or abstention is not available to a director who
votes in favor of the action taken.
    Sec. 99. (NEW)  (a)  Unless  the articles of incorporation or
bylaws provide otherwise,  a board of directors may create one or
more committees and  appoint members of the board of directors to
serve on them. Each committee shall have two or more members, who
serve at the pleasure of the board of directors.
    (b) The creation of a committee and appointment of members to
it shall be  approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number of
directors required by  the articles of incorporation or bylaws to
take action under section 98 of this act.
    (c) (1) In  the  case  of  a  corporation  with  at least one
hundred shareholders, which  is not otherwise required to have an
audit committee under federal law or regulation or the regulation
of a national securities exchange registered under the Securities
Exchange Act of  1934,  as amended, the board of directors shall,
in the manner provided in subsection (b) of this section, whether
or not the  bylaws provide for such a committee, designate two or
more directors to  constitute an audit committee, at least one of
whom shall be  independent, if the board of directors includes an
independent  director.  A   director   shall   be  deemed  to  be
"independent" unless (A) such director, or any spouse, parents or
children of such  director,  or  any  other  corporation, firm or
organization  in which  such  director  or  any  member  of  such
director's immediate family  has  a  substantial interest, or any
combination thereof, has  or  at  any  time  during  the last two
fiscal years of  the  corporation  has  had  one  or  more of the
following relationships: (i)  That  of officer or employee of the
corporation or of  any  other  corporation,  firm or organization
which owns a  ten per cent or more debt or equity interest in the
corporation or in  which  the  corporation owns a ten per cent or
more debt or  equity  interest; (ii) that of ownership of ten per
cent or more  of  the debt or equity of the corporation; or (iii)
that  of  a   business  or  professional  relationship  with  the
corporation, other than  by  reason  of  the directorship itself,
where the amount  involved  in all transactions which result from
such relationship during  any  fiscal  year  of  the  corporation
exceeds forty thousand  dollars, or where the amount derived from
transactions directly between  the  corporation and such director
or such a member of such director's immediate family exceeds five
per cent of  such  director's annual income, or (B) such director
serves as an  independent  director on the boards of directors of
more  than five  corporations.  (2)  The  audit  committee  shall
perform such functions as the bylaws or a resolution of the board
of directors of  the  corporation may provide, except that if any
such corporation engages  or  proposes  to  engage an independent
public accountant to review the preparation of and render reports
on the financial  statements  of the corporation, notwithstanding
any provisions of  the  bylaws  or  such  resolution,  the  audit
committee  shall  review,   evaluate  and  advise  the  board  of
directors with respect  to  (A)  the  proposed engagement and any
succeeding engagement of the accountant or any successor, and (B)
the functions performed  by  the accountant pursuant to the terms
of the accountant's engagement.
    (d) Sections 94  to  98, inclusive, of this act, which govern
meetings, action without  meetings,  notice and waiver of notice,
and quorum and  voting  requirements  of  the board of directors,
apply to committees and their members as well.
    (e) To the  extent  specified by the board of directors or in
the articles of  incorporation  or  bylaws,  each  committee  may
exercise the authority of the board of directors under section 83
of this act.
    (f)   A   committee   may   not,   however:   (1)   Authorize
distributions; (2) approve or propose to shareholders action that
this act requires be approved by shareholders; (3) fill vacancies
on the board  of directors or on any of its committees; (4) amend
articles of incorporation  pursuant  to  section 121 of this act;
(5) adopt, amend  or  repeal bylaws; (6) approve a plan of merger
not requiring shareholder  approval;  (7)  authorize  or  approve
reacquisition of shares,  except according to a formula or method
prescribed by the board of directors; or (8) authorize or approve
the issuance or sale or contract for sale of shares, or determine
the designation and  relative rights, preferences and limitations
of a class  or  series  of  shares,  except  that  the  board  of
directors  may authorize  a  committee,  or  a  senior  executive
officer of the  corporation,  to do so within limits specifically
prescribed by the board of directors.
    (g) The creation of, delegation of authority to, or action by
a committee does  not  alone  constitute compliance by a director
with the standards  of  conduct  described in section 100 of this
act.
    Sec. 100. (NEW)  (a) A director shall discharge his duties as
a director, including  his duties as a member of a committee: (1)
In good faith;  (2) with the care an ordinarily prudent person in
a like position  would  exercise under similar circumstances; and
(3) in a  manner  he  reasonably  believes  to  be  in  the  best
interests of the corporation.
    (b) In discharging  his duties a director is entitled to rely
on  information,  opinions,   reports  or  statements,  including
financial statements and  other  financial  data,  if prepared or
presented by: (1)  One  or  more  officers  or  employees  of the
corporation whom the  director reasonably believes to be reliable
and competent in the matters presented; (2) legal counsel, public
accountants  or  other   persons   as  to  matters  the  director
reasonably  believes are  within  the  person's  professional  or
expert competence; or  (3)  a committee of the board of directors
of which he  is  not a member if the director reasonably believes
the committee merits confidence.
    (c) A director  is  not  acting  in  good  faith  if  he  has
knowledge concerning the  matter  in question that makes reliance
otherwise  permitted  by   subsection   (b)   of   this   section
unwarranted.
    (d) For purposes  of  sections  134, 139, 140, 142 and 145 of
this act, a director of a corporation which has a class of voting
stock  registered  pursuant  to  Section  12  of  the  Securities
Exchange Act of  1934,  as  the same has been or hereafter may be
amended from time  to  time,  in  addition  to complying with the
provisions of subsections (a) to (c), inclusive, of this section,
shall consider, in  determining what he reasonably believes to be
in the best  interests  of  the corporation, (1) the long-term as
well as the  short-term  interests  of  the  corporation, (2) the
interests of the  shareholders,  long-term as well as short-term,
including the possibility that those interests may be best served
by  the  continued  independence  of  the  corporation,  (3)  the
interests of the  corporation's  employees,  customers, creditors
and suppliers, and  (4)  community  and  societal  considerations
including those of  any  community  in  which any office or other
facility of the  corporation  is  located. A director may also in
his discretion consider any other factors he reasonably considers
appropriate in determining  what  he reasonably believes to be in
the best interests of the corporation.
    (e) A director  is  not  liable  for  any  action  taken as a
director, or any  failure to take any action, if he performed the
duties of his office in compliance with this section.
    Sec. 101. (NEW)  (a) A director who votes for or assents to a
distribution made in  violation  of section 55 of this act or the
articles of incorporation is personally liable to the corporation
for the amount  of  the distribution that exceeds what could have
been distributed without  violating section 55 of this act or the
articles of incorporation  if  it  is established that he did not
perform his duties in compliance with section 100 of this act. In
any proceeding commenced  under  this section, a director has all
of the defenses ordinarily available to a director.
    (b) A director  held  liable  under  subsection  (a)  of this
section for an unlawful distribution is entitled to contribution:
(1) From every  other  director  who  could  be held liable under
subsection (a) of this section for the unlawful distribution; and
(2) from each shareholder for the amount the shareholder accepted
knowing the distribution  was  made in violation of section 55 of
this act or the articles of incorporation.
    (c) A proceeding  under  this  section is barred unless it is
commenced within two  years after the date on which the effect of
the distribution was  measured  under  subsection  (e)  or (g) of
section 55 of this act.
    (d) For purposes  of this section, a director shall be deemed
to have voted  for a distribution if such director was present at
the meeting of the board of directors or committee thereof at the
time such distribution was authorized and did not vote in dissent
therefrom, or if  such  director  consented  thereto  pursuant to
section 95 of this act.
    Sec. 102. (NEW)  (a) A corporation has the officers described
in  its  bylaws  or  appointed  by  the  board  of  directors  in
accordance with the bylaws.
    (b) A duly appointed officer may appoint one or more officers
or assistant officers if authorized by the bylaws or the board of
directors.
    (c) The bylaws  or  the  board of directors shall delegate to
one of the  officers  responsibility for preparing minutes of the
directors'  and shareholders'  meetings  and  for  authenticating
records of the corporation.
    (d) The same individual may simultaneously hold more than one
office in a corporation.
    Sec. 103. (NEW)  Each  officer  has  the  authority and shall
perform the duties  set  forth  in  the  bylaws or, to the extent
consistent with the bylaws, the duties prescribed by the board of
directors or by  direction  of an officer authorized by the board
of directors to prescribe the duties of other officers.
    Sec. 104. (NEW)  (a)  An officer with discretionary authority
shall discharge his  duties  under  that  authority:  (1) In good
faith; (2) with  the  care an ordinarily prudent person in a like
position would exercise under similar circumstances; and (3) in a
manner he reasonably  believes to be in the best interests of the
corporation.
    (b) In discharging  his duties an officer is entitled to rely
on  information,  opinions,   reports  or  statements,  including
financial statements and  other  financial  data,  if prepared or
presented by: (1)  One  or  more  officers  or  employees  of the
corporation whom the  officer  reasonably believes to be reliable
and competent in  the  matters  presented;  or (2) legal counsel,
public accountants or  other  persons  as  to matters the officer
reasonably  believes are  within  the  person's  professional  or
expert competence.
    (c) An officer  is  not  acting  in  good  faith  if  he  has
knowledge concerning the  matter  in question that makes reliance
otherwise  permitted  by   subsection   (b)   of   this   section
unwarranted.
    (d) An officer  is  not  liable  for  any  action taken as an
officer, or any  failure  to take any action, if he performed the
duties of his office in compliance with this section.
    Sec. 105. (NEW)  (a)  An  officer  may  resign at any time by
delivering notice to  the corporation. A resignation is effective
when the notice  is delivered unless the notice specifies a later
effective date. If  a  resignation  is  made effective at a later
date and the  corporation  accepts the future effective date, its
board of directors  may  fill  the  pending  vacancy  before  the
effective date if  the  board  of  directors  provides  that  the
successor does not take office until the effective date.
    (b) A board  of  directors may remove any officer at any time
with or without cause.
    Sec. 106. (NEW)  (a)  The  appointment of an officer does not
itself create contract rights.
    (b)  An officer's  removal  does  not  affect  the  officer's
contract rights, if  any,  with  the  corporation.  An  officer's
resignation does not affect the corporation's contract rights, if
any, with the officer.
    Sec. 107. (NEW) As used in sections 107 to 115, inclusive, of
this act:
    (1)   "Corporation"  includes   any   domestic   or   foreign
predecessor  entity  of  a  corporation  in  a  merger  or  other
transaction in which  the  predecessor's  existence  ceased  upon
consummation of the transaction.
    (2) "Director" means  an  individual who is or was a director
of a corporation  or  an  individual  who,  while a director of a
corporation, is or  was serving at the corporation's request as a
director, officer, partner, trustee, employee or agent of another
foreign  or domestic  corporation,  partnership,  joint  venture,
trust, employee benefit  plan  or other enterprise. A director is
considered  to  be  serving  an  employee  benefit  plan  at  the
corporation's request if  his  duties  to  the  corporation  also
impose duties on,  or  otherwise  involve services by, him to the
plan  or  to  participants  in  or  beneficiaries  of  the  plan.
"Director" includes, unless  the  context requires otherwise, the
estate or personal representative of a director.
    (3) "Expenses" include counsel fees.
    (4) "Liability" means  the  obligation  to  pay  a  judgment,
settlement, penalty, fine,  including an excise tax assessed with
respect to an  employee  benefit  plan,  or  reasonable  expenses
incurred with respect to a proceeding.
    (5) "Official capacity"  means: (A) When used with respect to
a director, the office of director in a corporation; and (B) when
used with respect  to  an  individual  other  than a director, as
contemplated  in section  113  of  this  act,  the  office  in  a
corporation held by  the  officer  or  the  employment  or agency
relationship undertaken by the employee or agent on behalf of the
corporation. "Official capacity" does not include service for any
other foreign or  domestic  corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise.
    (6)  "Party" includes  an  individual  who  was,  is,  or  is
threatened to be  made  a  named  defendant  or  respondent  in a
proceeding.
    (7) "Proceeding" means  any  threatened, pending or completed
action,   suit   or    proceeding,   whether   civil,   criminal,
administrative or investigative and whether formal or informal.
    Sec. 108. (NEW)  (a)  Except as provided in subsection (d) of
this section, a  corporation  may  indemnify an individual made a
party to a  proceeding  because  he  is or was a director against
liability incurred in the proceeding if: (1) He conducted himself
in good faith;  and (2) he reasonably believed (A) in the case of
conduct in his  official  capacity with the corporation, that his
conduct was in  its  best  interests, and (B) in all other cases,
that his conduct  was at least not opposed to its best interests;
and (3) in  the  case  of  any  criminal  proceeding,  he  had no
reasonable cause to believe his conduct was unlawful.
    (b) A director's  conduct with respect to an employee benefit
plan for a  purpose he reasonably believed to be in the interests
of the participants  in  and beneficiaries of the plan is conduct
that satisfies the requirement of subparagraph (B) of subdivision
(2) of subsection (a) of this section.
    (c) The termination  of  a  proceeding  by  judgment,  order,
settlement or conviction,  or  upon  a plea of nolo contendere or
its equivalent is not, of itself, determinative that the director
did not meet the standard of conduct described in this section.
    (d) A corporation  may  not  indemnify  a director under this
section: (1) In  connection  with a proceeding by or in the right
of the corporation  in  which the director was adjudged liable to
the corporation; or  (2)  in connection with any other proceeding
charging  improper  personal  benefit  to  him,  whether  or  not
involving action in  his  official  capacity,  in  which  he  was
adjudged liable on the basis that personal benefit was improperly
received by him.
    (e)  Indemnification  permitted   under   this   section   in
connection  with  a   proceeding  by  or  in  the  right  of  the
corporation  is  limited   to  reasonable  expenses  incurred  in
connection with the proceeding.
    (f) Notwithstanding any  provision  of  this  section  to the
contrary, a corporation  which was incorporated under the laws of
this state, whether  under  chapter  599 of the general statutes,
revised to January  1,  1995, or any other general law or special
act, prior to  January  1, 1996, shall, except to the extent that
the  articles  of   incorporation  expressly  provide  otherwise,
provide its directors  with  the  full  amount of indemnification
that the corporation  is  permitted  to provide to such directors
pursuant this section as limited by the provisions of section 112
of this act.
    Sec.  109.  (NEW)   Unless   limited   by   its  articles  of
incorporation, a corporation  shall  indemnify a director who was
wholly successful, on  the merits or otherwise, in the defense of
any proceeding to  which  he  was  a party because he is or was a
director of the  corporation against reasonable expenses incurred
by him in connection with the proceeding.
    Sec. 110. (NEW)  (a)  A  corporation may pay for or reimburse
the reasonable expenses  incurred by a director who is a party to
a proceeding in  advance  of  final disposition of the proceeding
if:  (1)  The   director  furnishes  the  corporation  a  written
affirmation of his good faith belief that he has met the standard
of conduct described in section 108 of this act; (2) the director
furnishes  the  corporation   a   written  undertaking,  executed
personally or on  his  behalf,  to  repay  the  advance  if it is
ultimately determined that  he  did  not  meet  the  standard  of
conduct; and (3)  a  determination  is  made  that the facts then
known  to those  making  the  determination  would  not  preclude
indemnification under sections  107  to  115,  inclusive, of this
act.
    (b) The undertaking required by subdivision (2) of subsection
(a) of this  section  must  be an unlimited general obligation of
the director but  need not be secured and may be accepted without
reference to financial ability to make repayment.
    (c) Determinations and  authorizations of payments under this
section shall be  made  in the manner specified in section 112 of
this act.
    Sec.  111.  (NEW)   Unless   a   corporation's   articles  of
incorporation provide otherwise,  a  director  of the corporation
who is a  party  to a proceeding may apply for indemnification to
the court conducting  the  proceeding  or  to  another  court  of
competent jurisdiction. On  receipt  of an application, the court
after giving any  notice  the court considers necessary may order
indemnification if it determines: (1) The director is entitled to
mandatory indemnification under section 109 of this act, in which
case the court  shall  also  order  the  corporation  to  pay the
director's reasonable expenses  incurred  to obtain court-ordered
indemnification; or (2)  the  director  is  fairly and reasonably
entitled  to  indemnification   in   view  of  all  the  relevant
circumstances, whether or  not he met the standard of conduct set
forth in section  108  of  this  act  or  was  adjudged liable as
described in subsection (d) of section 108 of this act, but if he
was  adjudged  so   liable  his  indemnification  is  limited  to
reasonable expenses incurred.
    Sec.  112. (NEW)  (a)  A  corporation  may  not  indemnify  a
director under section  108  of this act unless authorized in the
specific  case  after   a   determination   has  been  made  that
indemnification  of  the   director   is   permissible   in   the
circumstances because he  has  met  the  standard  of conduct set
forth in section 108 of this act.
    (b) The determination shall be made:
    (1) By the  board  of  directors by majority vote of a quorum
consisting  of  directors   not   at  the  time  parties  to  the
proceeding;
    (2) If a  quorum  cannot be obtained under subdivision (1) of
this subsection, by  majority vote of a committee duly designated
by the board of directors, in which designation directors who are
parties  may  participate,  consisting  solely  of  two  or  more
directors not at the time parties to the proceeding;
    (3) By special  legal  counsel  (A)  selected by the board of
directors  or  its   committee   in   the  manner  prescribed  in
subdivision (1) or  (2) of this subsection, or (B) if a quorum of
the board of  directors  cannot be obtained under subdivision (1)
of this subsection  and  a  committee  cannot be designated under
subdivision (2) of  this subsection, selected by majority vote of
the full board of directors, in which selection directors who are
parties may participate; or
    (4) By the  shareholders,  but shares owned by or voted under
the control of  directors  who  are  at  the  time parties to the
proceeding may not be voted on the determination.
    (c) Authorization of  indemnification  and  evaluation  as to
reasonableness of expenses  shall  be  made in the same manner as
the determination that  indemnification  is  permissible,  except
that if the  determination  is  made  by  special  legal counsel,
authorization   of   indemnification   and   evaluation   as   to
reasonableness of expenses  shall be made by those entitled under
subdivision (3) of  subsection  (b)  of  this  section  to select
counsel.
    Sec.  113.  (NEW)   Unless   a   corporation's   articles  of
incorporation provide otherwise:
    (1) An officer  of  the  corporation who is not a director is
entitled to mandatory  indemnification  under section 109 of this
act, and is  entitled  to apply for court-ordered indemnification
under section 111 of this act, in each case to the same extent as
a director;
    (2) The corporation  may indemnify and advance expenses under
this sections 107  to  115, inclusive, of this act to an officer,
employee or agent of the corporation who is not a director to the
same extent as to a director;
    (3) A corporation  may also indemnify and advance expenses to
an officer, employee  or  agent  who  is  not  a  director to the
extent, consistent with  public  policy,  that may be provided by
its articles of incorporation, bylaws, general or specific action
of its board of directors or contract; and
    (4) A corporation  which  was  incorporated under the laws of
this state, whether  under  chapter  599 of the general statutes,
revised to January  1,  1995, or any other general law or special
act, prior to  January  1, 1996, shall, except to the extent that
the  articles  of   incorporation  expressly  provide  otherwise,
indemnify  and  advance  expenses  under  sections  107  to  115,
inclusive, of this act, to each officer, employee or agent of the
corporation who is  not  a  director  to  the  same extent as the
corporation is permitted  to  provide  the  same  to  a  director
pursuant to section 108 of this act, as limited by section 112 of
this act.
    Sec. 114. (NEW)  A  corporation  may  purchase  and  maintain
insurance on behalf  of  an  individual who is or was a director,
officer, employee or  agent  of  the corporation, or who, while a
director, officer, employee  or  agent  of the corporation, is or
was serving at  the  request  of  the  corporation as a director,
officer, partner, trustee,  employee  or agent of another foreign
or  domestic  corporation,  partnership,  joint  venture,  trust,
employee benefit plan  or  other  enterprise,  against  liability
asserted against or  incurred  by him in that capacity or arising
from his status  as  a  director,  officer,  employee  or  agent,
whether or not  the corporation would have power to indemnify him
against the same liability under section 108 or 109 of this act.
    Sec. 115. (NEW)  (a)  A  provision  treating  a corporation's
indemnification of or  advance  for expenses to directors that is
contained in its  articles of incorporation, bylaws, a resolution
of its shareholders  or  board  of directors, or in a contract or
otherwise, is valid  only  if  and to the extent the provision is
consistent with sections  107  to 115, inclusive, of this act. If
articles of incorporation  limit  indemnification  or advance for
expenses, indemnification and advance for expenses are valid only
to the extent consistent with the articles.
    (b) Sections 107  to 115, inclusive, of this act do not limit
a corporation's power  to pay or reimburse expenses incurred by a
director in connection  with  his  appearance  as  a witness in a
proceeding at a  time when he has not been made a named defendant
or respondent to the proceeding.
    Sec. 116. (NEW) As used in sections 116 to 119, inclusive, of
this act:
    (1) "Conflicting interest"  with  respect  to  a  corporation
means the interest a director of the corporation has respecting a
transaction  effected  or   proposed   to   be  effected  by  the
corporation, or by  a  subsidiary of the corporation or any other
entity in which the corporation has a controlling interest, if:
    (A) Whether or  not  the  transaction  is  brought before the
board of directors  of  the  corporation for action, the director
knows at the  time of commitment that he or a related person is a
party to the  transaction  or has a beneficial financial interest
in or so  closely linked to the transaction and of such financial
significance  to the  director  or  a  related  person  that  the
interest would reasonably  be  expected  to exert an influence on
the director's judgment  if  he  were  called upon to vote on the
transaction; or
    (B) The transaction  is  brought, or is of such character and
significance to the  corporation  that  it  would  in  the normal
course  be  brought,   before  the  board  of  directors  of  the
corporation for action,  and  the  director  knows at the time of
commitment that any of the following persons is either a party to
the transaction or  has  a beneficial financial interest in or so
closely  linked  to   the   transaction  and  of  such  financial
significance to the  person that the interest would reasonably be
expected to exert  an  influence on the director's judgment if he
were called upon to vote on the transaction: (i) An entity, other
than the corporation,  of  which  the  director  is  a  director,
general partner, agent  or  employee; (ii) a person that controls
one or more  of  the entities specified in subparagraph (B)(i) of
this section or  an  entity  that  is  controlled by, or is under
common control with,  one  or  more  of the entities specified in
subparagraph (B)(i) of  this  section; or (iii) an individual who
is a general partner, principal or employer of the director.
    (2)  "Director's  conflicting   interest   transaction"  with
respect to a corporation means a transaction effected or proposed
to be effected  by  the  corporation,  or  by a subsidiary of the
corporation or any  other  entity  in which the corporation has a
controlling  interest,  respecting   which   a  director  of  the
corporation has a conflicting interest.
    (3) "Related person" of a director means (A) the spouse, or a
parent  or  sibling   thereof,  of  the  director,  or  a  child,
grandchild, sibling, parent,  or  spouse  of  any thereof, of the
director, or an  individual having the same home as the director,
or a trust  or  estate  of  which an individual specified in this
subparagraph  is a  substantial  beneficiary,  or  (B)  a  trust,
estate, incompetent, conservatee  or  minor of which the director
is a fiduciary.
    (4) "Required disclosure"  means  disclosure  by the director
who has a conflicting interest of (A) the existence and nature of
his  conflicting  interest,  and  (B)  all  facts  known  to  him
respecting  the  subject   matter  of  the  transaction  that  an
ordinarily prudent person would reasonably believe to be material
to  a  judgment   about  whether  or  not  to  proceed  with  the
transaction.
    (5) "Time of  commitment"  respecting a transaction means the
time when the  transaction is consummated or, if made pursuant to
contract, the time when the corporation, or its subsidiary or the
entity  in  which   it   has   a  controlling  interest,  becomes
contractually obligated so  that  its  unilateral withdrawal from
the transaction would entail significant loss, liability or other
damage.
    Sec. 117. (NEW)  (a) A transaction effected or proposed to be
effected by a  corporation, or by a subsidiary of the corporation
or any other  entity  in  which the corporation has a controlling
interest,  that  is   not   a   director's  conflicting  interest
transaction may not  be  enjoined,  set aside, or give rise to an
award of damages  or  other  sanctions,  in  a  proceeding  by  a
shareholder or by  or  in the right of the corporation, because a
director of the  corporation, or any person with whom or which he
has a personal, economic or other association, has an interest in
the transaction.
    (b) A director's  conflicting interest transaction may not be
enjoined, set aside, or give rise to an award of damages or other
sanctions, in a proceeding by a shareholder or by or in the right
of the corporation, because the director, or any person with whom
or which he has a personal, economic or other association, has an
interest in the transaction, if: (1) Directors' action respecting
the transaction was  at any time taken in compliance with section
118  of  this   act;  (2)  shareholders'  action  respecting  the
transaction was at  any time taken in compliance with section 119
of  this act;  (3)  the  transaction,  judged  according  to  the
circumstances at the  time  of commitment, is established to have
been fair to the corporation.
    Sec.  118.  (NEW)   (a)   Directors'   action   respecting  a
transaction is effective  for  purposes  of  subdivision  (1)  of
subsection (b) of  section  117  of  this  act if the transaction
received the affirmative  vote  of  a majority, but no fewer than
two, of those qualified directors on the board of directors or on
a  duly empowered  committee  of  the  board  who  voted  on  the
transaction after either  required  disclosure  to  them,  to the
extent the information  was not known by them, or compliance with
subsection  (b) of  this  section;  provided  that  action  by  a
committee is so  effective  only  if  (1)  all  its  members  are
qualified directors, and  (2)  its  members  are  either  all the
qualified  directors  on  the  board  or  are  appointed  by  the
affirmative vote of  a majority of the qualified directors on the
board.
    (b) If a  director  has  a  conflicting interest respecting a
transaction, but neither  he nor a related person of the director
specified in subparagraph  (A)  of subdivision (3) of section 116
of this act  is  a  party to the transaction, and if the director
has a duty  under  law  or  professional  canon,  or  a  duty  of
confidentiality  to  another   person,   respecting   information
relating to the  transaction  such that the director may not make
the disclosure described  in  subparagraph (B) of subdivision (4)
of section 116  of  this  act,  then disclosure is sufficient for
purposes of subsection  (a)  of  this section if the director (1)
discloses  to  the   directors  voting  on  the  transaction  the
existence and nature of his conflicting interest and informs them
of the character  and  limitations  imposed  by  that duty before
their vote on the transaction, and (2) plays no part, directly or
indirectly, in their deliberations or vote.
    (c) A majority,  but  no fewer than two, of all the qualified
directors  on the  board  of  directors,  or  on  the  committee,
constitutes a quorum  for  purposes  of action that complies with
this section. Directors' action that otherwise complies with this
section is not affected by the presence or vote of a director who
is not a qualified director.
    (d) For purposes of this section, "qualified director" means,
with respect to  a  director's  conflicting interest transaction,
any director who  does not have either (1) a conflicting interest
respecting  the  transaction,   or  (2)  a  familial,  financial,
professional or employment  relationship  with  a second director
who does have  a conflicting interest respecting the transaction,
which relationship would,  in  the  circumstances,  reasonably be
expected to exert  an  influence on the first director's judgment
when voting on the transaction.
    Sec.  119.  (NEW)   (a)  Shareholders'  action  respecting  a
transaction is effective  for  purposes  of  subdivision  (2)  of
subsection (b) of  section  117  of this act if a majority of the
votes entitled to  be cast by the holders of all qualified shares
were cast in  favor  of  the  transaction  after  (1)  notice  to
shareholders  describing  the   director's  conflicting  interest
transaction, (2) provision  of  the  information  referred  to in
subsection (d) of  this  section,  and (3) required disclosure to
the shareholders who  voted on the transaction, to the extent the
information was not known by them.
    (b) For purposes  of  this  section, "qualified shares" means
any shares entitled  to  vote  with  respect  to  the  director's
conflicting  interest transaction  except  shares  that,  to  the
knowledge, before the vote, of the secretary, or other officer or
agent  of the  corporation  authorized  to  tabulate  votes,  are
beneficially owned, or  the  voting  of which is controlled, by a
director  who  has   a   conflicting   interest   respecting  the
transaction or by a related person of the director, or both.
    (c) A majority  of  the  votes  entitled  to  be  cast by the
holders of all qualified shares constitutes a quorum for purposes
of  action that  complies  with  this  section.  Subject  to  the
provisions  of  subsections   (d)   and   (e)  of  this  section,
shareholders' action that otherwise complies with this section is
not affected by the presence of holders, or the voting, of shares
that are not qualified shares.
    (d) For purposes  of  compliance  with subsection (a) of this
section, a director who has a conflicting interest respecting the
transaction shall, before  the  shareholders'  vote,  inform  the
secretary,  or  other   officer   or  agent  of  the  corporation
authorized to tabulate  votes, of the number, and the identity of
persons holding or  controlling  the vote, of all shares that the
director knows are  beneficially owned, or the voting of which is
controlled, by the  director  or  by  a  related  person  of  the
director, or both.
    (e) If a  shareholders'  vote does not comply with subsection
(a) of this  section solely because of a failure of a director to
comply with subsection  (d)  of this section, and if the director
establishes that his  failure  did  not  determine  and  was  not
intended by him  to  influence the outcome of the vote, the court
may, with or  without  further proceedings respecting subdivision
(3) of subsection  (b)  of  section  117  of  this act, take such
action respecting the transaction and the director, and give such
effect, if any,  to  the  shareholders'  vote,  as  it  considers
appropriate in the circumstances.
    Sec. 120. (NEW)  (a)  A corporation may amend its articles of
incorporation at anytime  to  add  or  change a provision that is
required or permitted  in  the  articles  of  incorporation or to
delete a provision not required in the articles of incorporation.
Whether a provision  is  required or permitted in the articles of
incorporation is determined  as  of  the  effective  date  of the
amendment.
    (b) A shareholder  of  the corporation does not have a vested
property right resulting  from  any  provision in the articles of
incorporation,  including  provisions   relating  to  management,
control, capital structure,  dividend  entitlement  or purpose or
duration of the corporation.
    Sec. 121. (NEW)  Unless the articles of incorporation provide
otherwise, a corporation's  board  of  directors may adopt one or
more amendments to  the  corporation's  articles of incorporation
without shareholder action:  (1)  To  extend  the duration of the
corporation  if it  was  incorporated  at  a  time  when  limited
duration was required  by  law;  (2)  to  delete  the  names  and
addresses of the  initial  directors;  (3) to delete the name and
address of the  initial registered agent or registered office, if
a statement of change is on file with the secretary of the state;
(4) to change  each  issued  and  unissued authorized share of an
outstanding class into  a  greater  number of whole shares if the
corporation has only  shares  of  that  class outstanding; (5) to
change the corporate name by substituting the word "corporation",
"incorporated", "company", "Societa  per Azioni" or "limited", or
the abbreviation "corp.",  "inc.", "co.", "S.p.A." or "ltd.", for
a similar word  or  abbreviation  in  the  name,  or  by  adding,
deleting or changing  a geographical attribution for the name; or
(6) to make  any  other change expressly permitted by this act to
be made without shareholder action.
    Sec. 122. (NEW)  (a)  A  corporation's board of directors may
propose one or  more  amendments to the articles of incorporation
for submission to the shareholders.
    (b) For the  amendment  to  be  adopted:  (1)  The  board  of
directors must recommend the amendment to the shareholders unless
the board of  directors  determines  that  because of conflict of
interest  or  other  special  circumstances  it  should  make  no
recommendation and communicates  the  basis for its determination
to the shareholders  with the amendment; and (2) the shareholders
entitled to vote  on  the amendment must approve the amendment as
provided in subsection (e) of this section.
    (c) The board  of  directors  may condition its submission of
the proposed amendment on any basis.
    (d) The corporation shall notify each shareholder, whether or
not entitled to  vote,  of  the proposed shareholders' meeting in
accordance with section  60  of  this  act. The notice of meeting
shall also state that the purpose, or one of the purposes, of the
meeting is to  consider  the proposed amendment and contain or be
accompanied by a copy or summary of the amendment.
    (e) Unless this  act,  the  articles  of incorporation or the
board of directors  acting  pursuant  to  subsection  (c) of this
section require a  greater  vote  or a vote by voting groups, and
except  as provided  in  subsection  (f)  of  this  section,  the
amendment to be  adopted  must  be approved by: (1) A majority of
the votes entitled  to  be  cast  on  the amendment by any voting
group  with  respect   to   which   the  amendment  would  create
dissenters' rights; and (2) the votes required by sections 68 and
69 of this  act  by  every other voting group entitled to vote on
the amendment.
    (f) Notwithstanding any  provision  of subsection (e) of this
section  to  the  contrary,  an  amendment  to  the  articles  of
incorporation of a  corporation  which was incorporated under the
laws of this  state,  whether  under  chapter  599 of the general
statutes, revised to January 1, 1995, or any other general law or
special act, prior  to  January 1, 1996, and which at the time of
any shareholder vote  on  such a proposed amendment has less than
one hundred shareholders of record, shall, unless the articles of
incorporation of such corporation expressly provide otherwise, be
approved by the  affirmative  vote  of at least two-thirds of the
voting power of each voting group entitled to vote thereon.
    Sec. 123. (NEW)  (a) The holders of the outstanding shares of
a class are  entitled  to  vote  as  a  separate voting group, if
shareholder voting is  otherwise  required  by  this  act,  on  a
proposed amendment if the amendment would:
    (1) Increase or  decrease  the aggregate number of authorized
shares of the class;
    (2) Effect an  exchange or reclassification of all or part of
the shares of the class into shares of another class;
    (3) Effect an  exchange  or  reclassification,  or create the
right of exchange,  of all or part of the shares of another class
into shares of the class;
    (4)   Change  the   designation,   rights,   preferences   or
limitations of all or part of the shares of the class;
    (5) Change the  shares  of  all  or  part of the class into a
different number of shares of the same class;
    (6) Create a new class of shares having rights or preferences
with respect to  distributions  or to dissolution that are prior,
superior or substantially equal to the shares of the class;
    (7) Increase the  rights, preferences or number of authorized
shares of any  class  that, after giving effect to the amendment,
have rights or  preferences  with  respect to distributions or to
dissolution that are  prior,  superior  or substantially equal to
the shares of the class;
    (8) Limit or deny an existing preemptive right of all or part
of the shares of the class; or
    (9) Cancel or  otherwise  affect  rights  to distributions or
dividends that have  accumulated but not yet been declared on all
or part of the shares of the class.
    (b) If a  proposed amendment would affect a series of a class
of shares in  one or more of the ways described in subsection (a)
of this section,  the  shares of that series are entitled to vote
as a separate voting group on the proposed amendment.
    (c) If a  proposed amendment that entitles two or more series
of shares to  vote  as  separate voting groups under this section
would  affect  those  two  or  more  series  in  the  same  or  a
substantially similar way,  the  shares  of  all  the  series  so
affected must vote  together  as  a  single  voting  group on the
proposed amendment.
    (d) A class  or  series  of  shares is entitled to the voting
rights  granted  by   this   section  although  the  articles  of
incorporation provide that the shares are nonvoting shares.
    Sec. 124. (NEW)  If  a corporation has not has not yet issued
shares, its incorporators  or board of directors may adopt one or
more amendments to the corporation's articles of incorporation.
    Sec.  125. (NEW)  A  corporation  amending  its  articles  of
incorporation shall deliver  to  the  secretary  of the state for
filing articles of  amendment  setting forth: (1) The name of the
corporation; (2) the  text  of  each amendment adopted; (3) if an
amendment  provides  for   an   exchange,   reclassification   or
cancellation of issued  shares,  provisions  for implementing the
amendment if not  contained in the amendment itself; (4) the date
of each amendment's  adoption; (5) if an amendment was adopted by
the  incorporators or  board  of  directors  without  shareholder
action, a statement  to  that  effect and that shareholder action
was not required;  (6)  if  an  amendment  was  approved  by  the
shareholders (A) the  designation,  number of outstanding shares,
number of votes entitled to be cast by each voting group entitled
to vote separately  on  the amendment and number of votes of each
voting group indisputably  represented at the meeting, (B) either
the total number  of  votes cast for and against the amendment by
each voting group entitled to vote separately on the amendment or
the total number  of  undisputed  votes cast for the amendment by
each voting group  and  a  statement that the number cast for the
amendment by each  voting  group  was  sufficient for approval by
that voting group.
    Sec. 126. (NEW)  (a)  A  corporation's board of directors may
restate its articles of incorporation at any time with or without
shareholder action.
    (b) The restatement may include one or more amendments to the
articles. If the  restatement  includes  an  amendment  requiring
shareholder approval, it  must  be adopted as provided in section
122 of this act.
    (c) If the  board  of  directors  submits  a  restatement for
shareholder   action,   the   corporation   shall   notify   each
shareholder, whether or  not  entitled  to  vote, of the proposed
shareholders' meeting in  accordance with section 60 of this act.
The notice must  also  state  that  the  purpose,  or  one of the
purposes, of the  meeting is to consider the proposed restatement
and contain or  be  accompanied by a copy of the restatement that
identifies any amendment  or  other  change  it would make in the
articles.
    (d) A corporation  restating  its  articles  of incorporation
shall deliver to  the  secretary of the state for filing articles
of restatement setting  forth the name of the corporation and the
text of the  restated  articles  of incorporation together with a
certificate setting forth:  (1)  Whether the restatement contains
an amendment to  the articles requiring shareholder approval and,
if  it  does  not,  that  the  board  of  directors  adopted  the
restatement; or (2)  if  the restatement contains an amendment to
the  articles requiring  shareholder  approval,  the  information
required by section 125 of this act.
    (e) Duly adopted restated articles of incorporation supersede
the original articles  of  incorporation  and  all  amendments to
them.
    (f) The secretary  of the state may certify restated articles
of incorporation, as  the  articles of incorporation currently in
effect, without including the certificate information required by
subsection (d) of this section.
    Sec. 127. (NEW) (a) A corporation's articles of incorporation
may be amended  without  action  by  the  board  of  directors or
shareholders to carry  out  a  plan  of reorganization ordered or
decreed  by a  court  of  competent  jurisdiction  under  federal
statute if the  articles of incorporation after amendment contain
only provisions required or permitted by section 21 of this act.
    (b) The individual  or  individuals  designated  by the court
shall deliver to  the  secretary of the state for filing articles
of amendment setting  forth: (1) The name of the corporation; (2)
the text of each amendment approved by the court; (3) the date of
the court's order  or decree approving the articles of amendment;
(4) the title of the reorganization proceeding in which the order
or decree was  entered;  and  (5)  a statement that the court had
jurisdiction of the proceeding under federal law.
    (c) Shareholders of  a  corporation undergoing reorganization
do not have  dissenters'  rights  except  as  and  to  the extent
provided in the reorganization plan.
    (d) This section does not apply after entry of a final decree
in the reorganization  proceeding  even  though the court retains
jurisdiction of the  proceeding for limited purposes unrelated to
consummation of the reorganization plan.
    Sec. 128. (NEW)  An  amendment  to  articles of incorporation
does not affect a cause of action existing against or in favor of
the corporation, a proceeding to which the corporation is a party
or the existing  rights of persons other than shareholders of the
corporation. An amendment  changing a corporation's name does not
abate a proceeding  brought  by or against the corporation in its
former name.
    Sec. 129. (NEW)  (a)  A  corporation's board of directors may
amend or repeal the corporation's bylaws unless: (1) The articles
of incorporation or  this  act  reserve this power exclusively to
the shareholders in  whole  or  part;  or (2) the shareholders in
amending or repealing  a  particular bylaw provide expressly that
the board of directors may not amend or repeal that bylaw.
    (b) A corporation's  shareholders  may  amend  or  repeal the
corporation's bylaws even  though  the bylaws may also be amended
or repealed by its board of directors.
    Sec.  130.  (NEW)  (a)  If  authorized  by  the  articles  of
incorporation, the shareholders  may  adopt or amend a bylaw that
fixes a greater  quorum or voting requirement for shareholders or
voting groups of  shareholders  than is required by this act. The
adoption or amendment  of a bylaw that adds, changes or deletes a
greater quorum requirement  for  shareholders  must meet the same
quorum requirement and  be  adopted  by  the same vote and voting
groups required to  take  action  under  the  quorum  and  voting
requirement then in  effect  or proposed to be adopted, whichever
is greater.
    (b) A bylaw that fixes a greater quorum or voting requirement
for shareholders under  subsection (a) of this section may not be
adopted, amended or repealed by the board of directors.
    Sec. 131. (NEW)  (a)  A  bylaw that fixes a greater quorum or
voting requirement for  the  board of directors may be amended or
repealed: (1) If  originally adopted by the shareholders, only by
the shareholders; (2)  if  originally  adopted  by  the  board of
directors,  either  by  the  shareholders  or  by  the  board  of
directors.
    (b) A bylaw adopted or amended by the shareholders that fixes
a greater quorum or voting requirement for the board of directors
may provide that  it  may  be  amended  or  repealed  only  by  a
specified  vote of  either  the  shareholders  or  the  board  of
directors.
    (c) Action by the board of directors under subdivision (2) of
subsection (a) of  this  section  to  adopt or amend a bylaw that
changes  the quorum  or  voting  requirement  for  the  board  of
directors must meet the same quorum requirement and be adopted by
the same vote required to take action under the quorum and voting
requirement then in  effect  or proposed to be adopted, whichever
is greater.
    Sec. 132. (NEW)  (a)  One or more corporations may merge into
another corporation if the board of directors of each corporation
adopts and its  shareholders,  if required by section 134 of this
act, approve a plan of merger.
    (b) The plan  of merger shall set forth: (1) The name of each
corporation planning to  merge  and  the  name  of  the surviving
corporation into which each other corporation plans to merge; (2)
the terms and  conditions  of  the merger; and (3) the manner and
basis of converting  the  shares of each corporation into shares,
obligations or other  securities  of  the  surviving or any other
corporation or into cash or other property in whole or part.
    (c) The plan  of  merger may set forth: (1) Amendments to the
articles of incorporation  of  the surviving corporation; and (2)
other provisions relating to the merger.
    Sec. 133. (NEW)  (a)  A  corporation  may  acquire all of the
outstanding shares of  one  or  more classes or series of another
corporation if the  board of directors of each corporation adopts
and its shareholders,  if  required  by  section 134 of this act,
approve the exchange.
    (b) The plan of exchange shall set forth: (1) The name of the
corporation whose shares  will  be  acquired  and the name of the
acquiring  corporation; (2)  the  terms  and  conditions  of  the
exchange; (3) the manner and basis of exchanging the shares to be
acquired for shares,  obligations  or  other  securities  of  the
acquiring or any  other corporation or for cash or other property
in whole or part.
    (c) The plan  of  exchange  may  set  forth  other provisions
relating to the exchange.
    (d) This section does not limit the power of a corporation to
acquire all or  part  of  the  shares  of  one or more classes or
series of another  corporation  through  a  voluntary exchange or
otherwise.
    Sec. 134. (NEW)  (a) After adopting a plan of merger or share
exchange, the board of directors of each corporation party to the
merger, and the  board  of  directors  of  the  corporation whose
shares will be  acquired  in the share exchange, shall submit the
plan of merger,  except  as  provided  in  subsection (g) of this
section, or share exchange for approval by it shareholders.
    (b) For a  plan  of  merger or share exchange to be approved:
(1) The board  of  directors must recommend the plan of merger or
share exchange to the shareholders, unless the board of directors
determines that because  of conflict of interest or other special
circumstances it should  make  no recommendation and communicates
the basis for  its  determination  to  the  shareholders with the
plan; and (2)  the shareholders entitled to vote must approve the
plan.
    (c) The board  of  directors  may condition its submission of
the proposed merger or share exchange on any basis.
    (d) The corporation shall notify each shareholder, whether or
not entitled to  vote,  of  the proposed shareholders' meeting in
accordance with section  60  of  this  act.  The notice must also
state that the purpose, or one of the purposes, of the meeting is
to consider the  plan  of merger or share exchange and contain or
be accompanied by a copy or summary of the plan.
    (e) Unless this  act,  the  articles  of incorporation or the
board of directors  acting  pursuant  to  subsection  (c) of this
section require a  greater  vote  or a vote by voting groups, and
except as provided in subsection (j) of this section, the plan of
merger or share  exchange  to  be  authorized must be approved by
each voting group  entitled  to  vote separately on the plan by a
majority of all the votes entitled to be cast on the plan by that
voting group.
    (f) Separate voting  by  voting  groups is required: (1) On a
plan  of merger  if  the  plan  contains  a  provision  that,  if
contained in a  proposed  amendment to articles of incorporation,
would require action by one or more separate voting groups on the
proposed amendment under  section  123 of this act; (2) on a plan
of share exchange  by  each class or series of shares included in
the exchange, with  each  class or series constituting a separate
voting group.
    (g) Action by  the  shareholders of the surviving corporation
on a plan  of  merger  is  not  required  if: (1) The articles of
incorporation  of the  surviving  corporation  will  not  differ,
except for amendments enumerated in section 121 of this act, from
its articles before  the  merger;  (2)  each  shareholder  of the
surviving corporation whose  shares  were outstanding immediately
before the effective date of the merger will hold the same number
of shares, with  identical designations, preferences, limitations
and relative rights,  immediately after; (3) the number of voting
shares outstanding immediately  after the merger, plus the number
of voting shares  issuable  as  a result of the merger, either by
the conversion of securities issued pursuant to the merger or the
exercise of rights  and  warrants  issued pursuant to the merger,
will not exceed  by more than twenty per cent the total number of
voting   shares  of   the   surviving   corporation   outstanding
immediately  before  the   merger;   and   (4)   the   number  of
participating shares outstanding  immediately  after  the merger,
plus the number  of  participating shares issuable as a result of
the  merger,  either  by  the  conversion  of  securities  issued
pursuant to the  merger  or  the  exercise of rights and warrants
issued pursuant to  the  merger,  will  not  exceed  by more than
twenty  per  cent   the  total  number  of  participating  shares
outstanding immediately before the merger.
    (h)  As  used   in   subsection  (g)  of  this  section:  (1)
"Participating shares" means shares that entitle their holders to
participate without limitation  in distributions; and (2) "voting
shares"  means  shares   that   entitle  their  holders  to  vote
unconditionally in elections of directors.
    (i) After a  merger  or  share exchange is authorized, and at
any time before  articles  of merger or share exchange are filed,
the planned merger or share exchange may be abandoned, subject to
any contractual rights,  without  further  shareholder action, in
accordance with the  procedure set forth in the plan of merger or
share exchange or, if none is set forth, in the manner determined
by the board of directors.
    (j) Notwithstanding any  provision  of subsection (e) of this
section to the  contrary, a plan of merger or share exchange of a
corporation which was  incorporated under the laws of this state,
whether under chapter  599  of  the  general statutes, revised to
January 1, 1995,  or  any other general law or special act, prior
to January 1,  1996,  to be authorized by such corporation, shall
be approved by (1) the affirmative vote of at least two-thirds of
the voting power  of  each  voting group entitled to vote thereon
unless the articles of incorporation expressly provide otherwise,
provided if such corporation is the surviving corporation of such
merger and such  plan  of merger will not effect any change in or
amendment to the  articles  of  incorporation of such corporation
and the shares  to  be issued under the plan of merger could have
been issued by the board of directors of such corporation without
further authorization of  the  shareholders  of such corporation,
then  the  provisions  of  this  subdivision  shall  not  require
approval  of such  plan  or  merger  or  share  exchange  by  the
corporation's shareholders, and  (2)  the  affirmative vote of at
least two-thirds of  the  voting  power of each class of stock of
such corporation outstanding  prior  to  January 1, 1996, and not
otherwise  entitled to  vote  thereon,  unless  the  articles  of
incorporation  expressly  provide  otherwise;  provided  if  such
corporation is the  surviving corporation of such merger and such
plan of merger  or share exchange does not contain any provisions
which, if contained  in  a  proposed amendment to the articles of
incorporation of such  corporation,  would  entitle  any class or
series of shareholders of such surviving corporation to vote as a
class or series  as  provided in subsection (f) of section 122 or
section 123 of  this act, then the provisions of this subdivision
shall not require  approval  of  such  plan  of  merger  or share
exchange by the  holders  of  such  class or series not otherwise
entitled to vote thereon.
    Sec. 135. (NEW)  (a)  A  parent  corporation  owning at least
ninety per cent  of  the  outstanding  shares  of each class of a
subsidiary  corporation may  merge  the  subsidiary  into  itself
without approval of the shareholders of the parent or subsidiary.
    (b) The board  of  directors of the parent shall adopt a plan
of merger that  sets  forth:  (1)  The  names  of  the parent and
subsidiary; and (2) the manner and basis of converting the shares
of the subsidiary into shares, obligations or other securities of
the parent or  any  other  corporation  or  into  cash  or  other
property in whole or part.
    (c) The parent  shall  mail  a copy or summary of the plan of
merger to each  shareholder  of the subsidiary who does not waive
the mailing requirement in writing.
    (d) The parent  may  not  deliver  articles  of merger to the
secretary of the  state  for  filing  until  at least thirty days
after the date  it  mailed  a  copy of the plan of merger to each
shareholder of the  subsidiary  who  did  not  waive  the mailing
requirement.
    (e) Articles of  merger  under  this  section may not contain
amendments  to  the  articles  of  incorporation  of  the  parent
corporation, except for  amendments  enumerated in section 121 of
this act.
    Sec. 136. (NEW)  (a) After a plan of merger or share exchange
is approved by  the  shareholders,  or  adopted  by  the board of
directors if shareholder  approval is not required, the surviving
or acquiring corporation  shall  deliver  to the secretary of the
state for filing  articles  of  merger  or share exchange setting
forth:  (1)  The  plan  of  merger  or  share  exchange;  (2)  if
shareholder  approval was  not  required,  a  statement  to  that
effect; (3) if  approval  of  the  shareholders  of  one  or more
corporations party to  the merger or share exchange was required:
(A) The designation,  number  of outstanding shares and number of
votes entitled to  be  cast by each voting group entitled to vote
separately on the plan as to each corporation; and (B) either the
total number of  votes  cast  for  and  against  the plan by each
voting group entitled to vote separately on the plan or the total
number of undisputed  votes  cast for the plan separately by each
voting group and a statement that the number cast for the plan by
each voting group  was  sufficient  for  approval  by that voting
group.
    (b)  A  merger  or  share  exchange  takes  effect  upon  the
effective date of the articles of merger or share exchange.
    Sec. 137. (NEW) (a) When a merger takes effect:
    (1) Every other  corporation  party to the merger merges into
the surviving corporation  and  the  separate  existence of every
corporation except the surviving corporation ceases;
    (2) The title  to all real estate and other property owned by
each corporation party  to  the merger is vested in the surviving
corporation without reversion or impairment;
    (3) The surviving  corporation  has  all  liabilities of each
corporation party to the merger;
    (4) A proceeding pending against any corporation party to the
merger may be  continued  as  if  the merger did not occur or the
surviving corporation may  be  substituted  in the proceeding for
the corporation whose existence ceased;
    (5)  The  articles   of   incorporation   of   the  surviving
corporation are amended  to  the  extent  provided in the plan of
merger; and
    (6) The shares  of  each corporation party to the merger that
are to be  converted into shares, obligations or other securities
of the surviving  or  any other corporation or into cash or other
property are converted,  and the former holders of the shares are
entitled only to the rights provided in the articles of merger or
to their rights  under  sections  147  to 160, inclusive, of this
act.
    (b) When a  share  exchange  takes effect, the shares of each
acquired corporation are  exchanged  as provided in the plan, and
the former holders  of  the  shares  are  entitled  only  to  the
exchange rights provided  in the articles of share exchange or to
their rights under sections 147 to 160, inclusive, of this act.
    Sec. 138. (NEW)  (a)  One  or  more  foreign corporations may
merge or enter  into  a  share exchange with one or more domestic
corporations if:
    (1) In a  merger,  the  merger is permitted by the law of the
state or country  under  whose  law  each  foreign corporation is
incorporated and each  foreign corporation complies with that law
in effecting the merger;
    (2) In a share exchange, the corporation whose shares will be
acquired is a  domestic  corporation,  whether  or  not  a  share
exchange is permitted  by  the  law of the state or country under
whose law the acquiring corporation is incorporated;
    (3) The foreign corporation complies with section 136 of this
act if it is the surviving corporation of the merger or acquiring
corporation of the share exchange; and
    (4) Each domestic  corporation  complies  with the applicable
provisions of sections 132 to 135, inclusive, of this act and, if
it is the  surviving  corporation  of  the  merger  or  acquiring
corporation of the share exchange, with section 136 of this act.
    (b) Upon the  merger  or  share  exchange  taking effect, the
surviving foreign corporation  of  a  merger  and  the  acquiring
foreign corporation of a share exchange is deemed: (1) To appoint
the secretary of the state as its agent for service of process in
a  proceeding  to   enforce  any  obligation  or  the  rights  of
dissenting shareholders of each domestic corporation party to the
merger or share  exchange; and (2) to agree that it will promptly
pay to the  dissenting  shareholders of each domestic corporation
party to the  merger  or  share  exchange  the amount, if any, to
which they are  entitled under sections 147 to 160, inclusive, of
this act.
    (c) This section  does  not  limit  the  power  of  a foreign
corporation to acquire  all  or part of the shares of one or more
classes or series  of  a domestic corporation through a voluntary
exchange or otherwise.
    Sec. 139. (NEW)  (a)  A  corporation  may,  on  the terms and
conditions and for  the  consideration determined by the board of
directors: (1) Sell, lease, exchange or otherwise dispose of all,
or substantially all,  of  its  property in the usual and regular
course  of  business;  (2)  mortgage,  pledge,  dedicate  to  the
repayment of indebtedness,  whether  with or without recourse, or
otherwise encumber any  or  all of its property whether or not in
the usual and  regular course of business; or (3) transfer any or
all of its  property to a corporation all the shares of which are
owned by the corporation.
    (b) Unless the articles of incorporation require it, approval
by the shareholders  of a transaction described in subsection (a)
of this section is not required.
    Sec. 140. (NEW)  (a)  A corporation may sell, lease, exchange
or  otherwise dispose  of  all,  or  substantially  all,  of  its
property, with or  without  the  good will, otherwise than in the
usual and regular course of business, on the terms and conditions
and for the  consideration  determined by the corporation's board
of  directors,  if  the  board  of  directors  proposes  and  its
shareholders approve the proposed transaction.
    (b) For a  transaction  to  be  authorized:  (1) The board of
directors  must  recommend   the   proposed  transaction  to  the
shareholders  unless  the  board  of  directors  determines  that
because of conflict of interest or other special circumstances it
should make no  recommendation and communicates the basis for its
determination to the  shareholders  with  the  submission  of the
proposed transaction; and  (2)  the shareholders entitled to vote
must approve the transaction.
    (c) The board  of  directors  may condition its submission of
the proposed transaction on any basis.
    (d) The corporation shall notify each shareholder, whether or
not entitled to  vote,  of  the proposed shareholders' meeting in
accordance with section  60  of  this  act. The notice shall also
state that the purpose, or one of the purposes, of the meeting is
to consider the  sale,  lease,  exchange  or other disposition of
all, or substantially  all,  the  property of the corporation and
contain or be accompanied by a description of the transaction.
    (e) Unless the  articles  of  incorporation  or  the board of
directors, acting pursuant  to  subsection  (c)  of this section,
require a greater  vote or a vote by voting groups, and except as
provided in subsection (h) of this section, the transaction to be
authorized must be  approved  by  a  majority  of  all  the votes
entitled to be cast on the transaction.
    (f) After a  sale,  lease,  exchange  or other disposition of
property is authorized, the transaction may be abandoned, subject
to any contractual rights, without further shareholder action.
    (g) A transaction that constitutes a distribution is governed
by section 55 of this act and not by this section.
    (h) Notwithstanding any  provision  of subsection (e) of this
section to the  contrary,  a transaction of the type described in
subsection  (a) of  this  section  of  a  corporation  which  was
incorporated under the  laws of this state, whether under chapter
599 of the  general  statutes, revised to January 1, 1995, or any
other general law or special act, prior to January 1, 1996, to be
authorized by such  corporation  shall,  unless  the  articles of
incorporation expressly provide  otherwise,  be  approved  by the
affirmative vote of  at  least two-thirds of (1) the voting power
of each voting group of such corporation entitled to vote thereon
and (2) the  voting  power  of  each  class  of  such corporation
outstanding prior to  January  1,  1996, whether or not otherwise
entitled to vote thereon.
    Sec. 141. (NEW)  The  terms  used  in  sections  141  to 143,
inclusive, of this act, shall be defined as follows:
    (1)  "Affiliate", including  the  term  "affiliated  person",
means a person  that  directly  or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, a specified person.
    (2) "Associate", when  used  to  indicate a relationship with
any person, means:  (A)  Any  domestic  or foreign corporation or
organization, other than  a  corporation  or  a subsidiary of the
corporation, of which  such  person  is  an officer, director, or
partner or is,  directly  or  indirectly, the beneficial owner of
ten per cent  or  more of any class of equity securities; (B) any
trust or other  estate  in  which  such  person has a substantial
beneficial interest or  as to which such person serves as trustee
or in a  similar  fiduciary  capacity;  and  (C)  any relative or
spouse of such  person,  or  any relative of such spouse, who has
the same home  as  such person or who is a director or officer of
the corporation or any of its affiliates.
    (3) "Beneficial owner",  when used with respect to any voting
stock, means a  person: (A) That, individually or with any of its
affiliates or associates, beneficially owns voting stock directly
or indirectly; or  (B)  that,  individually  or  with  any of its
affiliates or associates,  has:  (i)  The right to acquire voting
stock, whether such  right  is  exercisable  immediately  or only
after the passage of time, pursuant to any agreement, arrangement
or understanding or  upon  the  exercise  of  conversion  rights,
exchange rights, warrants  or  options, or otherwise; or (ii) the
right  to vote  or  direct  the  voting  stock  pursuant  to  any
agreement, arrangement or  understanding;  or  (iii) the right to
dispose of or  to direct the disposition of voting stock pursuant
to any agreement,  arrangement  or  understanding;  or  (C) that,
individually or with any of its affiliates or associates, has any
agreement,  arrangement  or  understanding  for  the  purpose  of
acquiring, holding, voting  or disposing of voting stock with any
other person that  beneficially  owns,  or  whose  affiliates  or
associates beneficially own,  directly or indirectly, such shares
of voting stock.
    (4) "Business combination",  when  used  with  respect to any
corporation,  means: (A)  Any  merger,  consolidation,  or  share
exchange of the  corporation  or  any  subsidiary  with  (i)  any
interested shareholder or  (ii)  any  other  domestic  or foreign
corporation, whether or  not  itself  an  interested shareholder,
which is, or  after  the merger, consolidation, or share exchange
would be, an  affiliate or associate of an interested shareholder
that was an  interested shareholder prior to the transaction; (B)
any sale, lease,  exchange,  mortgage  pledge, transfer, or other
disposition, other than  in  the  usual  and  regular  course  of
business, in one  transaction  or a series of transactions in any
twelve-month  period,  to   any  interested  shareholder  or  any
affiliate or associate  of any interested shareholder, other than
the corporation or  any of its subsidiaries, of any assets of the
corporation or any  subsidiary  having,  measured at the time the
transaction  or  transactions   are  approved  by  the  board  of
directors of the  corporation,  an aggregate book value as of the
end of the  corporation's  most  recent fiscal quarter of ten per
cent or more  of the total market value of the outstanding shares
of the corporation  or of its net worth as of the end of its most
recent fiscal quarter;  (C)  the  issuance  or  transfer  by  the
corporation, or any subsidiary, in one transaction or a series of
transactions, of any  equity securities of the corporation or any
subsidiary which have  an aggregate market value of five per cent
or more of  the  total  market value of the outstanding shares of
the corporation to any interested shareholder or any affiliate or
associate  of  any   interested   shareholder,   other  than  the
corporation or any  of  its  subsidiaries, except pursuant to the
exercise of warrants,  rights  or  options  to  subscribe  to  or
purchase securities offered,  issued  or  granted pro rata to all
holders of the  voting  stock  of  the  corporation  or any other
method affording substantially  proportionate  treatment  to  the
holders of voting  stock;  (D) the adoption of any resolution for
the  liquidation  or   dissolution  of  the  corporation  or  any
subsidiary proposed by  or on behalf of an interested shareholder
or any affiliate  or  associate  of  any  interested shareholder,
other than the corporation or any of its subsidiaries; or (E) any
reclassification  of  securities,  including  any  reverse  stock
split, or recapitalization  of  the  corporation,  or any merger,
consolidation, or share  exchange  of the corporation with any of
its subsidiaries which has the effect, directly or indirectly, in
one transaction or  a  series  of  transactions, of increasing by
five per cent  or more of the total number of outstanding shares,
the proportionate amount  of  the outstanding shares of any class
of equity securities  of  the corporation or any subsidiary which
is directly or  indirectly owned by any interested shareholder or
any affiliate or  associate  of any interested shareholder, other
than the corporation or any of its subsidiaries.
    (5) "Common stock"  means  any  shares  other  than preferred
shares.
    (6) "Control", including the terms "controlling", "controlled
by"  and "under  common  control  with",  means  the  possession,
directly or indirectly,  of  the  power  to  direct  or cause the
direction of the  board  of  directors,  the  management  or  the
policies of a  person,  whether  through  the ownership of voting
securities,  by  contract,   or  otherwise,  and  the  beneficial
ownership of ten  per  cent  or  more  of the voting power of the
voting stock of a corporation creates a presumption of control.
    (7)  "Corporation"  or   "domestic   corporation"  means  any
corporation with capital  stock  formed  under  the  laws of this
state before or  after  January  1, 1961, including a real estate
investment trust.
    (8)  "Equity  security"  means:  (A)  Any  share  or  similar
security,  certificate  of  interest,  or  participation  in  any
profit-sharing agreement, voting trust certificate or certificate
of deposit for  a  share  of  the  corporation;  (B) any security
convertible, with or without consideration, into any share of the
corporation, or any  warrant,  right or option to subscribe to or
purchase any share  of  the  corporation;  or  (C) any put, call,
straddle, or other option or privilege of buying any share of the
corporation from or  selling  any  share  of  the  corporation to
another without being bound to do so.
    (9) "Interested shareholder" means any person, other than the
corporation or any  of  its  subsidiaries, that is the beneficial
owner, directly or  indirectly,  of  ten  per cent or more of the
voting power of  the  outstanding  shares  of voting stock of the
corporation; or is  an  affiliate  of  the corporation and at any
time within the  two-year period immediately prior to the date in
question was the beneficial owner, directly or indirectly, of ten
per cent or  more  of  the  voting  power of the then outstanding
shares of voting  stock  of  the  corporation. For the purpose of
determining whether a  person  is  an interested shareholder, the
number of shares  of  voting stock deemed to be outstanding shall
include shares deemed  owned by the person through application of
subdivision (3) of  this  section but shall not include any other
shares of voting  stock  which  may  be issuable to persons other
than  the  person   in   question   pursuant  to  any  agreement,
arrangement or understanding,  or  upon  exercise  of  conversion
rights, exchange rights, warrants or options, or otherwise.
    (10) "Market value"  as of any date means: (A) In the case of
shares of stock  of a corporation, the highest closing sale price
during the thirty-day  period  immediately  preceding the date in
question of a  share  of  such  stock  on  the composite tape for
New-York-Stock-Exchange-listed stocks, or,  if  such stock is not
quoted on the  composite tape, on the New York Stock Exchange, or
if such stock  is  not  listed on such exchange, on the principal
United States securities exchange registered under the Securities
Exchange Act of  1934  on which such stock is listed, or, if such
stock is not listed on any such exchange, the highest closing bid
quotation with respect  to  a  share  of  such  stock  during the
thirty-day period immediately  preceding  the date in question on
the National Association  of  Securities  Dealers, Inc. automated
quotations system or  any  system  then  in  use,  or, if no such
quotations are available,  the  fair  market value on the date in
question of a  share  of such stock as determined by the board of
directors of the  corporation  in good faith; and (B) in the case
of property other  than  cash  or stock, the fair market value of
such property on  the date in question as determined by the board
of directors of the corporation in good faith.
    (11) "Person" means  a  natural person, company, partnership,
foreign   or   domestic    corporation,   trust,   unincorporated
organization,  government  or   any  other  entity  or  political
subdivision, agency or  instrumentality of a government. The term
also  includes  two   or  more  of  the  foregoing  acting  as  a
partnership, limited partnership,  syndicate  or  other group for
the  purpose  of  acquiring,  holding,  voting  or  disposing  of
securities of an issuer.
    (12) "Share exchange"  means  an  exchange offer or any other
exchange of securities  of  a  person  for  the voting stock of a
corporation.
    (13) "Subsidiary" means any corporation of which voting stock
having a majority  of  the  votes  entitled  to be cast is owned,
directly or indirectly, by the corporation.
    (14) "Voting stock"  means  shares  of  capital  stock  of  a
corporation  entitled  to  vote  generally  in  the  election  of
directors.
    Sec. 142. (NEW) In addition to any vote otherwise required by
law or the  certificate  of  incorporation  of  a  corporation, a
business combination shall  first  be  approved  by  the board of
directors and then  be  approved  by  the  affirmative vote of at
least: (1) The  holders of eighty per cent of the voting power of
the outstanding shares  of  the  voting stock of the corporation;
and (2) the  holders  of  two-thirds  of  the voting power of the
outstanding shares of  voting stock of the corporation other than
voting stock held  by the interested shareholder who is, or whose
affiliate or associate is, a party to the business combination or
held by an affiliate or associate of the interested shareholder.
    Sec. 143. (NEW)  (a)  For  purposes of subsection (b) of this
section:
    (1)  "Announcement  date"  means  the  first  general  public
announcement of the  proposal  or intention to make a proposal of
the business combination  or its first communication generally to
shareholders of the corporation, whichever is earlier;
    (2)  "Determination  date"   means   the  date  on  which  an
interested shareholder first became an interested shareholder;
    (3) "Valuation date"  means:  (A)  For a business combination
voted upon by  shareholders,  the  later  of the day prior to the
date of the  shareholders  vote  or the date twenty days prior to
the consummation of  the  business  combination;  and  (B)  for a
business combination not  voted upon by shareholders, the date of
the consummation of the business combination.
    (b) The vote  required  by  section  142 of this act does not
apply to a business combination as defined in subparagraph (A) of
subdivision (4) of  section  141  of  this  act  if  each  of the
following conditions is met:
    (1) The aggregate  amount of the cash and the market value as
of the valuation  date  of  consideration  other  than cash to be
received per share  by  holders  of common stock of each class or
series in such  business  combination  is  at  least equal to the
highest of the  following:  (A)  The  highest  per  share  price,
including  any  brokerage   commissions,   transfer   taxes   and
soliciting dealers' fees,  paid by the interested shareholder for
any shares of  common  stock of the same class or series acquired
by it: (i)  Within  the  two-year period immediately prior to the
announcement date of  the  business  combination;  or (ii) in the
transaction  in  which   it  became  an  interested  shareholder,
whichever is higher;  or (B) the market value per share of common
stock of the  same class or series on the announcement date or on
the determination date, whichever is higher; or (C) the price per
share equal to  the market value per share of common stock of the
same class or series determined pursuant to subdivision (1)(B) of
this subsection, multiplied  by  the fraction of: (i) The highest
per share price,  including  any  brokerage  commission, transfer
taxes  and soliciting  dealers'  fees,  paid  by  the  interested
shareholder for any  shares  of common stock of the same class or
series acquired by  it  within  the  two-year  period immediately
prior to the  announcement  date,  over (ii) the market value per
share of common  stock  of  the same class or series on the first
day in such  two-year  period on which the interested shareholder
acquired any shares of common stock.
    (2) The aggregate  amount of the cash and the market value as
of the valuation  date  of  consideration  other  than cash to be
received per share by holders of shares of any class or series of
outstanding stock other  than  common  stock is at least equal to
the highest of  the  following:  (A) The highest per share price,
including  any  brokerage   commissions,   transfer   taxes   and
soliciting dealers' fees,  paid by the interested shareholder for
any shares of  such  class or series of stock acquired by it: (i)
Within the two-year  period immediately prior to the announcement
date of the  business  combination; or (ii) in the transaction in
which it became  an  interested shareholder, whichever is higher;
or (B) the  highest  preferential  amount  per share to which the
holders of shares  of  such class or series of stock are entitled
in  the  event  of  any  voluntary  or  involuntary  liquidation,
dissolution or winding  up  of the corporation; or (C) the market
value  per share  of  such  class  or  series  of  stock  on  the
announcement date or  on  the  determination  date,  whichever is
higher; or (D)  the price per share equal to the market value per
share of such  class  or  series  of stock determined pursuant to
subdivision (2)(C) of this subsection, multiplied by the fraction
of: (i) The  highest  per  share  price,  including any brokerage
commissions, transfer taxes and soliciting dealers' fees, paid by
the interested shareholder  for any shares of any class or series
of  voting stock  acquired  by  it  within  the  two-year  period
immediately prior to  the announcement date, over (ii) the market
value per share  of  the  same class or series of voting stock on
the first day  in  such  two-year  period on which the interested
shareholder acquired any  shares  of  the same class or series of
voting stock.
    (3) The consideration  to be received by holders of any class
or series of  outstanding  stock  is to be in cash or in the same
form as the interested shareholder has previously paid for shares
of  the  same  class  or  series  of  stock.  If  the  interested
shareholder has paid  for  shares of any class or series of stock
with varying forms  of  consideration,  the form of consideration
for such class  or  series  of  stock shall be either cash or the
form used to  acquire  the largest number of shares of such class
or series of stock previously acquired by it.
    (4)  (A) After  the  interested  shareholder  has  become  an
interested shareholder and  prior  to  the  consummation  of such
business combination: (i)  There  shall  have  been no failure to
declare and pay  at  the  regular date therefor any full periodic
dividends,  whether  or   not   cumulative,  on  any  outstanding
preferred stock of the corporation; (ii) there shall have been no
reduction in the  annual  rate  of dividends paid on any class or
series of stock  of  the corporation that is not preferred stock,
except as necessary  to reflect any subdivision of the stock; and
an increase in  such  annual  rate  of  dividends as necessary to
reflect any reclassification,  including any reverse stock split,
recapitalization, reorganization or any similar transaction which
has the effect  of  reducing  the number of outstanding shares of
the stock; and  (iii)  the  interested shareholder shall not have
become the beneficial  owner of any additional shares of stock of
the corporation except  as part of the transaction which resulted
in such interested shareholder becoming an interested shareholder
or by virtue  of  proportionate  stock splits or stock dividends.
(B) The provisions  of  subdivisions  (4)(A)(i) and (4)(A)(ii) of
this subsection do  not  apply if no interested shareholder or an
affiliate or associate  of  the interested shareholder voted as a
director  of  the  corporation  in  a  manner  inconsistent  with
subdivisions  (4)(A)(i)  and   (4)(A)(ii)   and   the  interested
shareholder, within ten  days  after  any  act  or failure to act
inconsistent with subdivisions (4)(A)(i) and (4)(A)(ii), notifies
the board of  directors  of  the  corporation in writing that the
interested shareholder disapproves  thereof  and requests in good
faith that the  board of directors rectify such act or failure to
act.
    (5) After the interested shareholder has become an interested
shareholder, the interested  shareholder  shall not have received
the benefit, directly  or indirectly, except proportionately as a
shareholder, of any  loans, advances, guarantee, pledges or other
financial assistance or  any  tax credits or other tax advantages
provided by the  corporation  or any of its subsidiaries, whether
in  anticipation  of   or   in   connection  with  such  business
combination or otherwise.
    (c) (1) Unless  the  certificate  of  incorporation  provides
otherwise,  whether  or   not   such  business  combinations  are
authorized or consummated in whole or in part after June 4, 1984,
or  after  the   interested   shareholder  became  an  interested
shareholder, the requirements  of  section 142 of this act do not
apply to business  combinations  that specifically, generally, or
generally by types, as to specifically identified or unidentified
existing or future interested shareholders or their affiliates or
associates,  have  been   approved   or   exempted  therefrom  by
resolution of the  board  of  directors  of  the corporation: (A)
Within two months after June 4, 1984, or such earlier date as may
be  irrevocably  established   by  resolution  of  the  board  of
directors; or (B)  if  involving  transactions  with a particular
interested shareholder or  its  existing  or future affiliates or
associates, at any  time  prior  to  the time that the interested
shareholder first became an interested shareholder; (2) unless by
its terms a  resolution  adopted  under  this  subsection is made
irrevocable, it may  be  altered  or  repealed  by  the  board of
directors, but this  shall  not  affect any business combinations
that have been  consummated,  or  are the subject of any existing
agreement entered into, prior to the alteration or repeal.
    (d)  Unless  the   certificate   of   incorporation  provides
otherwise, the requirements  of  section  142  of this act do not
apply to any  business combination of: (1) A corporation which is
not required to  file  reports pursuant to Section 13 or 15(d) of
the  Securities  Exchange   Act   of  1934,  as  amended;  (2)  a
corporation whose original  certificate  of  incorporation  has a
provision  or  whose   shareholders   adopt   a   certificate  of
incorporation amendment after  June  4,  1984,  by  a vote of the
holders of at  least  eighty  per cent of the voting power of the
outstanding shares of the voting stock of the corporation and the
holders of at  least  two-thirds  of  the  voting  power  of  the
outstanding shares of  voting stock of the corporation other than
voting stock held  by interested shareholders of the corporation,
or affiliates or associates of interested shareholders, expressly
electing not to be governed by sections 141 to 143, inclusive, of
this act; or  (3)  an  investment  company  registered  under the
Investment Company Act of 1940.
    (e) A business combination involving a corporation that has a
certificate of incorporation  provision  which  provides  that  a
business combination may  be approved by an affirmative vote of a
lesser proportion of  the  voting power of the outstanding shares
of voting stock  of  the corporation than the proportion required
by section 142  of this act is subject to the voting requirements
of section 142  of  this  act  unless  one of the requirements or
exemptions of subsection  (b),  (c)  or  (d) of this section have
been met.
    Sec. 144. (NEW)  For  the  purposes  of  sections 144 to 146,
inclusive, of this act:
    (1) "Affiliate" means  a  person that directly, or indirectly
through one or  more  intermediaries,  controls, or is controlled
by, or is under common control with, a specified person.
    (2)  "Announcement date",  when  used  in  reference  to  any
business  combination,  means   the  date  of  the  first  public
announcement of the  final, definitive proposal for such business
combination.
    (3) "Associate", when  used  to  indicate a relationship with
any person, means  (A)  any  corporation or organization of which
such  person  is  an  officer  or  partner  or  is,  directly  or
indirectly, the beneficial  owner  of ten per cent or more of any
class of voting  stock,  (B)  any  trust or other estate in which
such person has at least a ten per cent beneficial interest or as
to which such  person serves as trustee or in a similar fiduciary
capacity, and (C)  any  relative or spouse of such person, or any
relative of such spouse, who has the same home as such person.
    (4) "Beneficial owner",  when used with respect to any voting
stock, means a person:
    (A)  That,  individually  or  with  or  through  any  of  its
affiliates or associates,  beneficially owns such stock, directly
or indirectly;
    (B)  That,  individually  or  with  or  through  any  of  its
affiliates or associates,  has  (i)  the  right  to  acquire such
stock, whether such  right  is  exercisable  immediately  or only
after the passage  of  time or upon the occurrence of a specified
event, pursuant to  any  agreement,  arrangement or understanding
whether or not  in  writing,  or  upon the exercise of conversion
rights,  exchange rights,  warrants  or  options,  or  otherwise;
provided, a person  shall  not  be deemed the beneficial owner of
stock tendered pursuant  to  a  tender  or exchange offer made by
such person or  any  of  such  person's  affiliates or associates
until such tendered  stock  is accepted for purchase or exchange;
(ii) the right  to  vote  such  stock  pursuant to any agreement,
arrangement or understanding whether or not in writing; provided,
a person shall  not  be  deemed the beneficial owner of any stock
under  this  subparagraph   if   the  agreement,  arrangement  or
understanding to vote  such  stock arises solely from a revocable
proxy  or consent  given  in  response  to  a  proxy  or  consent
solicitation made in  accordance  with  the  applicable rules and
regulations under the  Exchange Act and is not then reportable on
Schedule  13D  under  the  Exchange  Act  or  any  comparable  or
successor report; or  (iii)  the  right  to dispose of such stock
pursuant to any  agreement,  arrangement or understanding whether
or not in writing; or
    (C)  That,  individually  or  with  or  through  any  of  its
affiliates  or associates,  has  any  agreement,  arrangement  or
understanding whether or  not  in  writing  for  the  purpose  of
acquiring, except pursuant  to  a  tender or exchange offer until
such tendered stock  is  accepted  for  purchase  or  exchange as
described in subparagraph  (B)(i)  of  this subdivision, holding,
voting, except voting pursuant to a revocable proxy or consent as
described  in  subparagraph   (B)(ii)  of  this  subdivision,  or
disposing of such  stock  with any other person that beneficially
owns,  or  whose   affiliates  or  associates  beneficially  own,
directly or indirectly, such stock.
    (5) "Business combination",  when  used  in  reference to any
resident domestic corporation  and  any interested shareholder of
such resident domestic corporation, means:
    (A) Any merger  or  consolidation  of  such resident domestic
corporation  or  any   subsidiary   of   such  resident  domestic
corporation with or  into (i) such interested shareholder or (ii)
any  other  corporation  whether  or  not  itself  an  interested
shareholder of such  resident  domestic  corporation which is, or
after such merger  or  consolidation  would  be,  an affiliate or
associate of such interested shareholder;
    (B) Any sale,  lease, exchange, mortgage, pledge, transfer or
other disposition in  one transaction or a series of transactions
to or with  such  interested  shareholder  or  any  affiliate  or
associate  of such  interested  shareholder  of  assets  of  such
resident domestic corporation  or any subsidiary of such resident
domestic corporation (i)  having  an aggregate market value equal
to ten per  cent or more of the aggregate market value of all the
assets, determined on  a  consolidated  basis,  of  such resident
domestic corporation, (ii) having an aggregate market value equal
to ten per  cent or more of the aggregate market value of all the
outstanding stock of such resident domestic corporation, or (iii)
representing ten per  cent  or  more  of the earning power or net
income, determined on  a  consolidated  basis,  of  such resident
domestic  corporation,  except   pursuant   to   a   dividend  or
distribution paid or made pro rata to all holders of common stock
of such resident  domestic  corporation and to all holders of any
other  class of  stock  of  such  resident  domestic  corporation
entitled to participate  with  the holders of common stock in the
receipt of such dividend or distribution;
    (C)  The issuance  or  transfer  by  such  resident  domestic
corporation  or  any   subsidiary   of   such  resident  domestic
corporation in one transaction or a series of transactions of any
stock of such  resident domestic corporation or any subsidiary of
such resident domestic  corporation which has an aggregate market
value equal to  five  per  cent  or  more of the aggregate market
value of all  the  outstanding  stock  of  such resident domestic
corporation to such  interested  shareholder  or any affiliate or
associate of such  interested shareholder, except (i) pursuant to
a dividend or  distribution  paid or made pro rata to all holders
of common stock  of such resident domestic corporation and to all
holders of any  other  class  of  stock of such resident domestic
corporation entitled to  participate  with  the holders of common
stock in the  receipt  of  such dividend or distribution, or (ii)
pursuant to the  exercise of warrants or rights to purchase stock
or pursuant to the conversion of convertible securities;
    (D) The adoption  of any plan or proposal for the complete or
partial liquidation or  dissolution  of  such  resident  domestic
corporation  or  any   subsidiary   of   such  resident  domestic
corporation,  or  declarations   or  payments  of  dividends  and
distributions to the  holders  of stock of such resident domestic
corporation in any twelve-month period having an aggregate market
value of more than five per cent of the aggregate market value of
all assets, determined  on a consolidated basis, of such resident
domestic corporation as  of  the  beginning  of such twelve-month
period, which plan  or  proposal  is, or declarations or payments
are, proposed by,  or  pursuant  to any agreement, arrangement or
understanding whether or  not  in  writing  with, such interested
shareholder or any  affiliate  or  associate  of  such interested
shareholder, at any  time following such interested shareholder's
stock acquisition date;
    (E) Any reclassification  of  securities  including,  without
limitation,  any  stock   split,   stock   dividend,   or   other
distribution of stock  in  respect of stock, or any reverse stock
split, or recapitalization of such resident domestic corporation,
or  any  merger   or  consolidation  of  such  resident  domestic
corporation  with  any   subsidiary  of  such  resident  domestic
corporation, or any other transaction whether or not with or into
or  otherwise  involving   such   interested  shareholder,  which
reclassification, merger, consolidation  or other transaction (i)
has  the  effect,  directly  or  indirectly,  of  increasing  the
proportionate share of  the  outstanding  shares  of any class or
series of voting  stock  or  securities  convertible  into voting
stock of such  resident domestic corporation or any subsidiary of
such  resident  domestic   corporation   which   is  directly  or
indirectly owned by  such interested shareholder or any affiliate
or associate of  such  interested shareholder, except as a result
of immaterial changes  due  to  fractional share adjustments, and
(ii) is proposed by, or pursuant to any agreement, arrangement or
understanding whether or  not  in  writing  with, such interested
shareholder or any  affiliate  or  associate  of  such interested
shareholder at any  time  following such interested shareholder's
stock acquisition date; or
    (F)  Any  receipt  by  such  interested  shareholder  or  any
affiliate or associate  of  such  interested  shareholder  of the
benefit, directly or  indirectly,  except  proportionately  as  a
shareholder of such  resident domestic corporation, of any loans,
advances, guarantees, pledges  or  other  financial assistance or
any tax credits  or  other  tax advantages provided by or through
such resident domestic  corporation  or  any  subsidiary  of such
resident  domestic  corporation;   provided,   for   purposes  of
subparagraphs  (A),  (B)   and   (C)   of   this  subdivision,  a
corporation, hereinafter referred  to as the "other corporation",
which has entered  into a definitive agreement or an agreement in
principle or has  an arrangement or understanding, whether formal
or informal, in  writing  or  not,  with  such  resident domestic
corporation  or  any   subsidiary   of   such  resident  domestic
corporation providing for any of the transactions contemplated by
subparagraphs (A), (B)  and  (C) of this subdivision between such
resident domestic corporation  or any subsidiary of such resident
domestic corporation and  the other corporation or any subsidiary
of the other  corporation  shall not be deemed to be an associate
of such interested shareholder solely by reason of the fact that,
after the date  of  such  definitive  agreement  or  agreement in
principle or arrangement  or  understanding  or  the  date of the
first public announcement  or  disclosure  of  such  transaction,
whichever is earlier,  such  interested  shareholder  becomes, or
after such transaction  would become, directly or indirectly, the
beneficial owner of  ten  per cent or more of any class of voting
stock of the other corporation.
    (6) "Control", including the terms "controlling", "controlled
by"  and "under  common  control  with",  means  the  possession,
directly or indirectly,  of  the  power  to  direct  or cause the
direction of the  management  and  policies  of a person, whether
through the ownership  of voting stock, by contract or otherwise.
A person's beneficial  ownership  of  ten per cent or more of the
voting power of  a  corporation's  outstanding voting stock shall
create  a presumption  that  such  person  has  control  of  such
corporation.  Notwithstanding the  foregoing,  a  presumption  of
control shall not  apply where such person holds voting stock, in
good faith and  not for the purpose of circumventing sections 144
to 146, inclusive,  of  this  act,  as  an  agent,  bank, broker,
nominee, custodian or  trustee  for one or more beneficial owners
who do not  individually  or  as  a  group  have  control of such
corporation.
    (7) "Corporation" means  any corporation, whether domestic or
foreign.
    (8) "Exchange Act"  means  the  Act  of Congress known as the
Securities  Exchange Act  of  1934,  as  the  same  has  been  or
hereafter may be amended from time to time.
    (9) "Interested shareholder",  when  used in reference to any
resident domestic corporation,  means any person, other than such
resident domestic corporation  or any subsidiary of such resident
domestic corporation, that: (A) Is the beneficial owner, directly
or indirectly, of ten per cent or more of the voting power of the
outstanding voting stock  of  such resident domestic corporation;
or (B) is  an  affiliate  or  associate of such resident domestic
corporation  and  at   any   time  within  the  five-year  period
immediately prior to  the  date  in  question  was the beneficial
owner, directly or  indirectly,  of  ten  per cent or more of the
voting  power of  the  then  outstanding  voting  stock  of  such
resident  domestic  corporation;  provided  for  the  purpose  of
determining whether a  person  is  an interested shareholder, the
number of shares  of  voting  stock  of  such  resident  domestic
corporation deemed to  be outstanding shall include shares deemed
to be beneficially  owned by the person but shall not include any
other unissued shares  of  voting stock of such resident domestic
corporation which may  be  issuable  pursuant  to  any agreement,
arrangement or understanding,  or  upon  exercise  of  conversion
rights, warrants or options, or otherwise.
    (10) "Person" means  a  natural person, company, partnership,
foreign   or   domestic    corporation,   trust,   unincorporated
organization,  government  or   any  other  entity  or  political
subdivision, agency or  instrumentality of a government. The term
also  includes  two   or  more  of  the  foregoing  acting  as  a
partnership, limited partnership,  syndicate,  joint  venture  or
other formal or  informal  group  for  the  purpose of acquiring,
holding, voting or disposing of securities of an issuer.
    (11)  "Resident domestic  corporation"  means  an  issuer  of
voting stock which:  (A)  Is  organized  under  the  laws of this
state; and (B) has its principal executive offices or significant
business operations located  in  this  state or has a significant
financial relationship with  one  or  more  businesses located in
this state; provided no resident domestic corporation shall cease
to  be a  resident  domestic  corporation  by  reason  of  events
occurring  or  actions   taken   while   such  resident  domestic
corporation is subject  to the provisions of sections 144 to 146,
inclusive, of this act.
    (12) "Stock" means:  (A)  Any  stock or similar security, any
certificate of interest,  any participation in any profit-sharing
agreement, any voting  trust  certificate,  or any certificate of
deposit for stock;  and  (B)  any  security  convertible, with or
without consideration, into  stock, or any warrant, call or other
option or privilege of buying stock without being bound to do so,
or any other security carrying any right to acquire, subscribe to
or purchase stock.
    (13) "Stock acquisition date", with respect to any person and
any resident domestic  corporation,  means  the  date  that  such
person first becomes  an  interested shareholder of such resident
domestic corporation.
    (14) "Subsidiary" of  any resident domestic corporation means
any other corporation of which voting stock, having a majority of
the voting power  of  the  outstanding voting stock of such other
corporation, is owned,  directly  or indirectly, by such resident
domestic corporation.
    (15) "Voting stock"  means  shares  of  capital  stock  of  a
corporation  entitled  to  vote  generally  in  the  election  of
directors.
    Sec. 145. (NEW) (a) Except as provided in section 146 of this
act, notwithstanding anything  to the contrary in sections 141 to
146, inclusive, of  this  act,  no  resident domestic corporation
shall engage in  any  business  combination  with  any interested
shareholder of such resident domestic corporation for a period of
five  years  following   such   interested   shareholder's  stock
acquisition date unless such business combination or the purchase
of stock made  by  such interested shareholder on such interested
shareholder's stock acquisition  date is approved by the board of
directors of such resident domestic corporation and by a majority
of the nonemployee  directors  of  which  there shall be at least
two, prior to  such  interested  shareholder's  stock acquisition
date.
    (b) If a  good faith proposal is made in writing to the board
of directors of  a  resident  domestic  corporation  regarding  a
business combination, the  board  of  directors shall respond, in
writing, within forty-five  days  or such shorter period, if any,
as may be required by the Exchange Act, setting forth its reasons
for  its decision  regarding  such  proposal.  If  a  good  faith
proposal to purchase  stock  is  made  in writing to the board of
directors  of a  resident  domestic  corporation,  the  board  of
directors, unless it  responds  affirmatively  in  writing within
forty-five days or  such  shorter  period,  if  any,  as  may  be
required by the Exchange Act, shall be deemed to have disapproved
such stock purchase.
    (c) The provisions  of  this  section shall be in addition to
any other provisions  of the general statutes which apply to such
business combination.
    Sec. 146. (NEW)  The  provisions  of  section 145 of this act
shall not apply:
    (1)  To  any   business  combination  between  an  interested
shareholder or any  affiliate  or  associate  of  such interested
shareholder and a  resident  domestic  corporation which does not
have a class of voting stock registered pursuant to Section 12 of
the  Exchange  Act   on   such   interested  shareholder's  stock
acquisition date, unless  (A) the certificate of incorporation of
such resident domestic  corporation  provides at the time of such
business combination that  the  provisions of section 145 of this
act shall apply,  or  (B)  the  failure of such resident domestic
corporation to have  a  class of voting stock registered pursuant
to Section 12 of the Exchange Act results from the transaction in
which   such  interested   shareholder   became   an   interested
shareholder;
    (2)  To any  business  combination  of  a  resident  domestic
corporation  with an  interested  shareholder  of  such  resident
domestic  corporation  which  became  an  interested  shareholder
inadvertently, if such  interested  shareholder  (A)  as  soon as
practicable, divests itself  of a sufficient amount of the voting
stock of such  resident domestic corporation so that it no longer
is the beneficial  owner, directly or indirectly, of ten per cent
or more of the outstanding voting stock of such resident domestic
corporation, and (B)  would  not at any time within the five-year
period preceding the  announcement  date  with  respect  to  such
business combination have  been an interested shareholder but for
such inadvertent acquisition;
    (3)  To any  business  combination  of  a  resident  domestic
corporation  with  an   interested   shareholder   which  was  an
interested shareholder on  February 1, 1988, unless subsequent to
June  7,  1988,   such   interested   shareholder  increases  its
proportionate share of the voting power of the outstanding voting
stock  of  such  resident  domestic  corporation,  excluding  any
increase approved by  the  board  of  directors  of  the resident
domestic corporation before such increase occurs; or
    (4)  To any  business  combination  of  a  resident  domestic
corporation  which (A)  on  and  after  January  1,  1991,  is  a
signatory to, and  agrees  to  the  standards  contained  in, the
Connecticut  Partnership  Compact  adopted  pursuant  to  section
33-374g of the  general  statutes,  revision  of 1958, revised to
1991, and (B)  adopts  an  amendment  to  such  resident domestic
corporation's certificate of  incorporation  or  bylaws which, in
addition  to any  other  approval  required  by  law  or  by  the
certificate of incorporation or bylaws as applicable, is approved
by the affirmative  vote  of  the  holders, other than interested
shareholders and their  affiliates  and associates, of two-thirds
of the voting  power  of  the  outstanding  voting  stock of such
resident domestic corporation,  excluding  the  voting  stock  of
interested  shareholders and  their  affiliates  and  associates,
expressly electing not  to  be  governed  by  the  provisions  of
section  145  of   this  act,  provided  such  amendment  to  the
certificate of incorporation  or  bylaws  shall  not be effective
until eighteen months  after  such vote of such resident domestic
corporation's shareholders and  shall  not  apply to any business
combination  of  such   resident  domestic  corporation  with  an
interested shareholder whose  stock  acquisition  date  is  on or
prior to the effective date of such amendment.
    Sec. 147. (NEW) As used in sections 147 to 160, inclusive, of
this act:
    (1) "Corporation" means  the  issuer  of the shares held by a
dissenter  before the  corporate  action,  or  the  surviving  or
acquiring corporation by merger or share exchange of that issuer.
    (2)  "Dissenter" means  a  shareholder  who  is  entitled  to
dissent from corporate  action  under section 148 of this act and
who exercises that  right  when  and  in  the  manner required by
sections 150 to 158, inclusive, of this act.
    (3) "Fair value", with respect to a dissenter's shares, means
the value of  the  shares  immediately before the effectuation of
the corporate action  to  which  the dissenter objects, excluding
any appreciation or depreciation in anticipation of the corporate
action.
    (4) "Interest" means  interest from the effective date of the
corporate action until  the  date of payment, at the average rate
currently paid by the corporation on its principal bank loans or,
if none, at  a  rate  that  is  fair  and equitable under all the
circumstances.
    (5) "Record 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.
    (6)  "Beneficial shareholder"  means  the  person  who  is  a
beneficial owner of shares held in a voting trust or by a nominee
as the record shareholder.
    (7)  "Shareholder"  means   the  record  shareholder  or  the
beneficial shareholder.
    Sec. 148. (NEW)  (a)  A  shareholder  is  entitled to dissent
from, and obtain  payment  of the fair value of his shares in the
event of, any of the following corporate actions:
    (1) Consummation of a plan of merger to which the corporation
is a party (A) if shareholder approval is required for the merger
by section 134  of  this act or the articles of incorporation and
the shareholder is  entitled  to vote on the merger or (B) if the
corporation is a  subsidiary that is merged with its parent under
section 135 of this act;
    (2) Consummation of  a  plan  of  share exchange to which the
corporation is a  party  as  the corporation whose shares will be
acquired, if the shareholder is entitled to vote on the plan;
    (3)  Consummation  of   a   sale   or  exchange  of  all,  or
substantially all, of  the property of the corporation other than
in the usual  and  regular course of business, if the shareholder
is entitled to  vote on the sale or exchange, including a sale in
dissolution, but not  including a sale pursuant to court order or
a sale for  cash pursuant to a plan by which all or substantially
all of the  net  proceeds  of the sale will be distributed to the
shareholders within one year after the date of sale;
    (4)  An amendment  of  the  articles  of  incorporation  that
materially  and  adversely   affects   rights  in  respect  of  a
dissenter's  shares  because   it:  (A)  Alters  or  abolishes  a
preferential  right  of   the  shares;  (B)  creates,  alters  or
abolishes a right in respect of redemption, including a provision
respecting a sinking  fund  for  the redemption or repurchase, of
the shares; (C)  alters  or  abolishes  a preemptive right of the
holder of the  shares  to acquire shares or other securities; (D)
excludes or limits the right of the shares to vote on any matter,
or to cumulate votes, other than a limitation by dilution through
issuance  of shares  or  other  securities  with  similar  voting
rights;  or (E)  reduces  the  number  of  shares  owned  by  the
shareholder to a  fraction  of a share if the fractional share so
created is to  be acquired for cash under section 42 of this act;
or
    (5) Any corporate action taken pursuant to a shareholder vote
to  the extent  the  articles  of  incorporation,  bylaws,  or  a
resolution of the  board  of  directors  provides  that voting or
nonvoting shareholders are entitled to dissent and obtain payment
for their shares.
    (b) Where the  right  to  be paid the value of shares is made
available to a  shareholder by this section, such remedy shall be
his  exclusive remedy  as  holder  of  such  shares  against  the
corporate transactions described  in this section, whether or not
he proceeds as  provided  in  sections  147 to 160, inclusive, of
this act.
    Sec.  149.  (NEW)   (a)   A  record  shareholder  may  assert
dissenters' rights as  to fewer than all the shares registered in
his  name  only  if  he  dissents  with  respect  to  all  shares
beneficially owned by any one person and notifies the corporation
in writing of the name and address of each person on whose behalf
he asserts dissenters'  rights. The rights of a partial dissenter
under this subsection are determined as if the shares as to which
he dissents and  his other shares were registered in the names of
different shareholders.
    (b) A beneficial shareholder may assert dissenters' rights as
to shares held  on  his  behalf  only  if:  (1) He submits to the
corporation  the record  shareholder's  written  consent  to  the
dissent  not later  than  the  time  the  beneficial  shareholder
asserts dissenters' rights;  and  (2)  he does so with respect to
all shares of  which  he  is  the  beneficial shareholder or over
which he has power to direct the vote.
    Sec. 150. (NEW)  (a)  If  proposed  corporate action creating
dissenters' rights under  section 148 of this act is submitted to
a vote at a shareholders' meeting, the meeting notice shall state
that shareholders are  or  may  be entitled to assert dissenters'
rights under sections  147  to 160, inclusive, of this act and be
accompanied by a  copy of sections 147 to 160, inclusive, of this
act.
    (b) If corporate  action  creating  dissenters'  rights under
section 148 of  this act is taken without a vote of shareholders,
the corporation shall notify in writing all shareholders entitled
to assert dissenters'  rights  that the action was taken and send
them the dissenters' notice described in section 152 of this act.
    Sec. 151. (NEW)  (a)  If  proposed  corporate action creating
dissenters' rights under  section 148 of this act is submitted to
a vote at  a  shareholders'  meeting, a shareholder who wishes to
assert dissenters' rights  (1)  shall  deliver to the corporation
before the vote  is  taken written notice of his intent to demand
payment for his  shares if the proposed action is effectuated and
(2) shall not vote his shares in favor of the proposed action.
    (b) A shareholder  who  does  not satisfy the requirements of
subsection (a) of this section is not entitled to payment for his
shares under sections 147 to 160, inclusive, of this act.
    Sec. 152. (NEW)  (a)  If  proposed  corporate action creating
dissenters' rights under section 148 of this act is authorized at
a shareholders' meeting,  the corporation shall deliver a written
dissenters'  notice  to   all   shareholders  who  satisfied  the
requirements of section 151 of this act.
    (b) The dissenters'  notice  shall  be sent no later than ten
days after the corporate action was taken, and shall:
    (1) State where the payment demand must be sent and where and
when certificates for certificated shares must be deposited;
    (2) Inform holders  of  uncertificated  shares to what extent
transfer of the  shares  will  be  restricted  after  the payment
demand is received;
    (3) Supply a  form  for  demanding  payment that includes the
date of the  first  announcement to news media or to shareholders
of the terms  of  the proposed corporate action and requires that
the person asserting dissenters' rights certify whether or not he
acquired beneficial ownership of the shares before that date;
    (4) Set a  date  by  which  the  corporation must receive the
payment demand, which  date may not be fewer than thirty nor more
than sixty days after the date the subsection (a) of this section
notice is delivered; and
    (5)  Be accompanied  by  a  copy  of  sections  147  to  160,
inclusive, of this act.
    Sec. 153. (NEW)  (a)  A shareholder sent a dissenters' notice
described in section 152 of this act must demand payment, certify
whether he acquired beneficial ownership of the shares before the
date required to  be set forth in the dissenters' notice pursuant
to subdivision (3)  of subsection (b) of section 152 of this act,
and deposit his  certificates in accordance with the terms of the
notice.
    (b) The shareholder  who  demands  payment  and  deposits his
share certificates under  subsection  (a) of this section retains
all  other  rights  of  a  shareholder  until  these  rights  are
cancelled or modified  by  the  taking  of the proposed corporate
action.
    (c) A shareholder  who does not demand payment or deposit his
share certificates where  required,  each  by the date set in the
dissenters' notice, is  not  entitled  to  payment for his shares
under sections 147 to 160, inclusive, of this act.
    Sec. 154. (NEW) (a) The corporation may restrict the transfer
of uncertificated shares  from  the  date  the  demand  for their
payment is received  until the proposed corporate action is taken
or the restrictions released under section 156 of this act.
    (b) The person for whom dissenters' rights are asserted as to
uncertificated shares retains  all  other rights of a shareholder
until these rights are cancelled or modified by the taking of the
proposed corporate action.
    Sec. 155. (NEW) (a) Except as provided in section 157 of this
act, as soon  as  the proposed corporate action is taken, or upon
receipt of a  payment  demand,  the  corporation  shall  pay each
dissenter who complied  with  section  153 of this act the amount
the corporation estimates  to  be  the  fair value of his shares,
plus accrued interest.
    (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 150 of
this act; and  (5)  a  copy of sections 147 to 160, inclusive, of
this act.
    Sec. 156. (NEW)  (a)  If  the  corporation  does not take the
proposed  action  within  sixty  days  after  the  date  set  for
demanding  payment  and   depositing   share   certificates,  the
corporation shall return  the  deposited certificates and release
the transfer restrictions imposed on uncertificated shares.
    (b) If after  returning  deposited certificates and releasing
transfer restrictions, the corporation takes the proposed action,
it must send  a  new dissenters' notice under section 152 of this
act and repeat the payment demand procedure.
    Sec. 157. (NEW)  (a)  A  corporation  may  elect  to withhold
payment required by  section  155  of  this  act from a dissenter
unless he was  the beneficial owner of the shares before the date
set forth in  the  dissenters'  notice  as  the date of the first
announcement to news media or to shareholders of the terms of the
proposed corporate action.
    (b) To the  extent the corporation elects to withhold payment
under subsection (a)  of  this section, after taking the proposed
corporate action, it shall estimate the fair value of the shares,
plus  accrued  interest,  and  shall  pay  this  amount  to  each
dissenter who agrees  to  accept  it  in full satisfaction of his
demand. The corporation  shall send with its offer a statement of
its estimate of  the  fair value of the shares, an explanation of
how  the  interest   was   calculated  and  a  statement  of  the
dissenter's right to  demand  payment  under  section 158 of this
act.
    Sec. 158. (NEW) (a) A dissenter may notify the corporation in
writing of his  own  estimate of the fair value of his shares and
amount of interest  due, and demand payment of his estimate, less
any  payment under  section  155  of  this  act,  or  reject  the
corporation's offer under  section  157  of  this  act and demand
payment of the fair value of his shares and interest due, if:
    (1) The dissenter believes that the amount paid under section
155 of this  act or offered under section 157 of this act is less
than the fair  value  of  his  shares or that the interest due is
incorrectly calculated;
    (2) The corporation  fails  to make payment under section 155
of this act  within  sixty  days after the date set for demanding
payment; or
    (3) The corporation,  having  failed  to  take  the  proposed
action, does not return the deposited certificates or release the
transfer restrictions imposed  on  uncertificated  shares  within
sixty days after the date set for demanding payment.
    (b) A dissenter waives his right to demand payment under this
section unless he  notifies  the  corporation  of  his  demand in
writing under subsection  (a)  of this section within thirty days
after the corporation made or offered payment for his shares.
    Sec. 159. (NEW) (a) If a demand for payment under section 158
of this act  remains  unsettled, the corporation shall commence a
proceeding within sixty  days  after receiving the payment demand
and petition the  court to determine the fair value of the shares
and accrued interest.  If  the  corporation does not commence the
proceeding  within  the  sixty-day  period,  it  shall  pay  each
dissenter whose demand remains unsettled the amount demanded.
    (b) The corporation  shall  commence  the  proceeding  in the
superior court for  the  judicial  district where a corporation's
principal office or, if none in this state, its registered office
is located. If the corporation is a foreign corporation without a
registered office in this state, it shall commence the proceeding
in  the superior  court  for  the  judicial  district  where  the
registered office of  the  domestic  corporation  merged  with or
whose  shares  were  acquired  by  the  foreign  corporation  was
located.
    (c) The corporation shall make all dissenters, whether or not
residents of this  state,  whose demands remain unsettled parties
to the proceeding  as  in  an action against their shares and all
parties must be  served with a copy of the petition. Nonresidents
may be served  by  registered or certified mail or by publication
as provided by law.
    (d) The jurisdiction  of the court in which the proceeding is
commenced under subsection  (b)  of  this  section is plenary and
exclusive.  The  court   may  appoint  one  or  more  persons  as
appraisers to receive  evidence  and  recommend  decision  on the
question of fair  value. The appraisers have the powers described
in the order  appointing  them,  or  in  any amendment to it. The
dissenters are entitled  to  the same discovery rights as parties
in other civil proceedings.
    (e) Each dissenter made a party to the proceeding is entitled
to judgment (1)  for the amount, if any, by which the court finds
the fair value  of  his shares, plus interest, exceeds the amount
paid by the  corporation, or (2) for the fair value, plus accrued
interest, of his  after-acquired shares for which the corporation
elected to withhold payment under section 157 of this act.
    Sec. 160. (NEW)  (a)  The  court  in  an appraisal proceeding
commenced under section 159 of this act shall determine all costs
of the proceeding,  including  the  reasonable  compensation  and
expenses of appraisers  appointed  by  the court. The court shall
assess the costs  against  the corporation, except that the court
may assess costs  against  all  or  some  of  the  dissenters, in
amounts the court  finds equitable, to the extent the court finds
the dissenters acted  arbitrarily,  vexatiously  or  not  in good
faith in demanding payment under section 158 of this act.
    (b) The court  may  also  assess  the  fees  and  expenses of
counsel and experts  for  the  respective parties, in amounts the
court finds equitable:  (1)  Against the corporation and in favor
of any or  all  dissenters if the court finds the corporation did
not substantially comply with the requirements of sections 150 to
158,  inclusive,  of   this   act;  or  (2)  against  either  the
corporation or a  dissenter,  in favor of any other party, if the
court finds that the party against whom the fees and expenses are
assessed acted arbitrarily, vexatiously or not in good faith with
respect to the rights provided by sections 147 to 160, inclusive,
of this act.
    (c) If the  court  finds that the services of counsel for any
dissenter  were  of   substantial  benefit  to  other  dissenters
similarly situated, and  that  the fees for those services should
not be assessed  against  the corporation, the court may award to
these counsel reasonable  fees  to  be  paid  out  of the amounts
awarded the dissenters who were benefited.
    Sec. 161. (NEW)  A  majority  of the incorporators or initial
directors of a  corporation that has not issued shares or has not
commenced business may  dissolve the corporation by delivering to
the secretary of  the  state  for  filing articles of dissolution
that set forth:  (1)  The name of the corporation; (2) either (A)
that none of  the  corporation's  shares  have been issued or (B)
that the corporation has not commenced business; (3) that no debt
of the corporation remains unpaid; (4) that the net assets of the
corporation remaining after  winding  up have been distributed to
the shareholders, if  shares were issued; and (5) that a majority
of  the  incorporators   or   initial   directors  authorize  the
dissolution.
    Sec. 162. (NEW)  (a)  A  corporation's board of directors may
propose dissolution for submission to the shareholders.
    (b) For a  proposal  to dissolve to be adopted: (1) The board
of  directors must  recommend  dissolution  to  the  shareholders
unless the board of directors determines that because of conflict
of interest or  other  special  circumstances  it  should make no
recommendation and communicates  the  basis for its determination
to the shareholders;  and  (2)  the shareholders entitled to vote
must approve the  proposal  to dissolve as provided in subsection
(e) of this section.
    (c) The board  of  directors  may condition its submission of
the proposal for dissolution on any basis.
    (d) The corporation shall notify each shareholder, whether or
not entitled to  vote,  of  the proposed shareholders' meeting in
accordance with section  60  of  this  act.  The notice must also
state that the purpose, or one of the purposes, of the meeting is
to consider dissolving the corporation.
    (e) Unless the  articles  of  incorporation  or  the board of
directors acting pursuant  to  subsection  (c)  of  this  section
require a greater  vote or a vote by voting groups, and except as
provided in subsection  (f)  of  this  section,  the  proposal to
dissolve to be  adopted must be approved by a majority of all the
votes entitled to be cast on that proposal.
    (f) Notwithstanding any  provision  of subsection (e) of this
section to the  contrary,  a  proposal  to dissolve a corporation
which was incorporated  under  the  laws  of  this state, whether
under chapter 599  of the general statutes, revised to January 1,
1995, or any  general  law  or  special  act, prior to January 1,
1996,  shall, unless  the  articles  of  incorporation  expressly
provide otherwise, be  approved  by  the  affirmative  vote of at
least  two-thirds of  the  voting  power  of  each  voting  group
entitled to vote thereon.
    Sec.  163.  (NEW)  (a)  At  any  time  after  dissolution  is
authorized, the corporation  may  dissolve  by  delivering to the
secretary of the state for filing articles of dissolution setting
forth: (1) The  name of the corporation; (2) the date dissolution
was  authorized;  (3)   if   dissolution   was  approved  by  the
shareholders: (A) The  number of votes entitled to be cast on the
proposal to dissolve;  and  (B)  either the total number of votes
cast  for  and   against  dissolution  or  the  total  number  of
undisputed votes cast  for  dissolution  and a statement that the
number cast for dissolution was sufficient for approval.
    (b) If voting  by voting groups was required, the information
required by subdivision  (3)  of  subsection  (a) of this section
must be separately  provided  for  each  voting group entitled to
vote separately on the plan to dissolve.
    (c) A corporation is dissolved upon the effective date of its
articles of dissolution.
    Sec. 164. (NEW)  (a) A corporation may revoke its dissolution
within one hundred twenty days of its effective date.
    (b) Revocation of  dissolution must be authorized in the same
manner   as  the   dissolution   was   authorized   unless   that
authorization permitted revocation  by  action  of  the  board of
directors alone, in which event the board of directors may revoke
the dissolution without shareholder action.
    (c) After the  revocation  of  dissolution is authorized, the
corporation may revoke  the  dissolution  by  delivering  to  the
secretary of the  state  for  filing  articles  of  revocation of
dissolution, together with a copy of its articles of dissolution,
that  set forth:  (1)  The  name  of  the  corporation;  (2)  the
effective date of  the dissolution that was revoked; (3) the date
that the revocation  of  dissolution  was  authorized; (4) if the
corporation's board of  directors,  or incorporators, revoked the
dissolution, a statement to that effect; (5) if the corporation's
board  of directors  revoked  a  dissolution  authorized  by  the
shareholders, a statement that revocation was permitted by action
by the board  of  directors alone pursuant to that authorization;
and  (6)  if  shareholder  action  was  required  to  revoke  the
dissolution,  the information  required  by  subdivision  (3)  of
subsection (a) or subsection (b) of section 163 of this act.
    (d) Revocation of dissolution is effective upon the effective
date of the articles of revocation of dissolution.
    (e) When the  revocation  of  dissolution  is  effective,  it
relates back to  and takes effect as of the effective date of the
dissolution and the  corporation resumes carrying on its business
as if dissolution had never occurred.
    Sec. 165. (NEW)  (a)  A  dissolved  corporation continues its
corporate existence but may not carry on any business except that
appropriate to wind  up  and  liquidate its business and affairs,
including:  (1) Collecting  its  assets;  (2)  disposing  of  its
properties  that  will   not   be  distributed  in  kind  to  its
shareholders; (3) discharging or making provision for discharging
its liabilities; (4)  distributing  its  remaining property among
its shareholders according  to  their  interests;  and  (5) doing
every other act  necessary  to wind up and liquidate its business
and affairs.
    (b) Dissolution of a corporation does not: (1) Transfer title
to the corporation's property; (2) prevent transfer of its shares
or securities, although the authorization to dissolve may provide
for closing the corporation's share transfer records; (3) subject
its directors or  officers to standards of conduct different from
those prescribed in  sections  83 to 119, inclusive, of this act;
(4)  change quorum  or  voting  requirements  for  its  board  of
directors  or  shareholders;  change  provisions  for  selection,
resignation or removal  of  its directors or officers or both; or
change  provisions  for   amending   its   bylaws;   (5)  prevent
commencement of a proceeding by or against the corporation in its
corporate name; (6)  abate  or suspend a proceeding pending by or
against the corporation  on the effective date of dissolution; or
(7) terminate the  authority  of  the  registered  agent  of  the
corporation.
    Sec. 166. (NEW)  No  final liquidating distribution of assets
shall be made  to  shareholders  by a dissolved corporation until
the corporation has  obtained  a  current statement or statements
from the commissioner  of  revenue services and the administrator
of the unemployment  compensation law, acting in their respective
capacities, showing, to  the  best of their knowledge and belief,
as of the  date  of  such respective statements, either that such
corporation has paid  all  its taxes and contributions or that it
was not liable  for  any  taxes  or contributions, or that it has
made  adequate  provisions,   with   such   surety  as  shall  be
satisfactory to said commissioner and said administrator, for the
future  payment  of   any   of   its   unpaid  taxes  and  unpaid
contributions as of  the  date  of such respective statements. As
used in this  section,  the  word  "tax"  means the whole, or any
instalment or part,  of  any  tax, excise, fee or license and any
interest, penalty and  other  legal accumulation thereon, payable
to  the  commissioner   of   revenue   services,  for  which  the
corporation is liable  and  the word "contribution" means any and
all  moneys payable  under  any  provision  of  the  unemployment
compensation law, for which the particular corporation is liable.
    Sec. 167. (NEW)  (a)  A  dissolved corporation may dispose of
the known claims  against it by following the procedure described
in this section.
    (b)  The  dissolved   corporation   shall  notify  its  known
claimants in writing  of  the  dissolution  at any time after its
effective  date.  The   written   notice   shall:   (1)  Describe
information that must  be  included  in  a  claim;  (2) provide a
mailing  address where  a  claim  may  be  sent;  (3)  state  the
deadline, which may  not  be  fewer  than one hundred twenty days
from the effective  date  of  the  written  notice,  by which the
dissolved corporation must  receive the claim; and (4) state that
the claim will be barred if not received by the deadline.
    (c) A claim  against the dissolved corporation is barred: (1)
If a claimant  who  was given written notice under subsection (b)
of this section  does  not  deliver  the  claim  to the dissolved
corporation by the  deadline;  (2)  if a claimant whose claim was
rejected  by  the  dissolved  corporation  does  not  commence  a
proceeding to enforce  the  claim  within  ninety  days  from the
effective date of the rejection notice.
    (d) For purposes  of this section, "claim" does not include a
contingent liability or a claim based on an event occurring after
the effective date of dissolution.
    Sec. 168. (NEW)  (a) A dissolved corporation may also publish
notice of its  dissolution  and  request that persons with claims
against the corporation  present  them  in  accordance  with  the
notice.
    (b)  The notice  shall:  (1)  Be  published  one  time  in  a
newspaper  of  general   circulation  in  the  county  where  the
dissolved corporation's principal  office  or,  if  none  in this
state,  its registered  office,  is  or  was  last  located;  (2)
describe the information  that  must  be  included in a claim and
provide a mailing  address  where  the claim may be sent; and (3)
state that a  claim against the corporation will be barred unless
a proceeding to enforce the claim is commenced within three years
after the publication of the notice.
    (c) If the dissolved corporation publishes a newspaper notice
in accordance with  subsection  (b) of this section, the claim of
each of the  following  claimants  is  barred unless the claimant
commences a proceeding to enforce the claim against the dissolved
corporation within three  years after the publication date of the
newspaper notice: (1)  A  claimant  who  did  not receive written
notice under section  167 of this act; (2) a claimant whose claim
was timely sent  to  the  dissolved corporation but not acted on;
(3) a claimant  whose  claim  is  contingent or based on an event
occurring after the effective date of dissolution.
    (d) A claim  may  be enforced under this section: (1) Against
the dissolved corporation,  to  the  extent  of its undistributed
assets;  or  (2)   if   the   assets  have  been  distributed  in
liquidation, against a  shareholder  of the dissolved corporation
to the extent of his pro rata share of the claim or the corporate
assets distributed to  him in liquidation, whichever is less, but
a shareholder's total liability for all claims under this section
may not exceed the total amount of assets distributed to him.
    Sec. 169. (NEW)  The  secretary  of  the state may commence a
proceeding under section  170  of  this  act  to administratively
dissolve a corporation  if:  (1)  The  corporation  does  not pay
within ninety days  after  they  are  due  any franchise taxes or
penalties imposed by  this  act or other law; (2) the corporation
does not deliver  its annual report to the secretary of the state
within ninety days  after  it  is  due;  (3)  the  corporation is
without a registered agent or registered office in this state for
ninety days or  more;  (4)  the  corporation  does not notify the
secretary of the  state  within  ninety  days that its registered
agent or registered  office has been changed, that its registered
agent  has resigned  or  that  its  registered  office  has  been
discontinued; or (5)  the corporation's period of duration stated
in its articles of incorporation expires.
    Sec. 170. (NEW)  (a) If the secretary of the state determines
that one or  more grounds exist under section 169 of this act for
dissolving a corporation,  he  shall  serve  the corporation with
written notice of his determination under section 38 of this act.
    (b) If the  corporation  does  not  correct  each  ground for
dissolution or demonstrate  to the reasonable satisfaction of the
secretary  of the  state  that  each  ground  determined  by  the
secretary of the  state  does  not exist within ninety days after
service of the  notice is perfected under section 38 of this act,
the secretary of  the  state  shall administratively dissolve the
corporation by signing  a certificate of dissolution that recites
the ground or grounds for dissolution and its effective date. The
secretary of the state shall file the original of the certificate
and serve a copy on the corporation under section 38 of this act.
    (c) A corporation  administratively  dissolved  continues its
corporate existence but may not carry on any business except that
necessary to wind up and liquidate its business and affairs under
section 165 of  this  act and notify claimants under sections 167
and 168 of this act.
    (d) The administrative  dissolution of a corporation does not
terminate the authority of its registered agent.
    Sec. 171. (NEW)  (a) A corporation administratively dissolved
under section 170  of  this act may apply to the secretary of the
state for reinstatement  within  three  years after the effective
date of dissolution. The application must: (1) Recite the name of
the corporation and  the  effective  date  of  its administrative
dissolution; (2) state that the ground or grounds for dissolution
either did not  exist or have been eliminated; (3) state that the
corporation's name satisfies  the  requirements  of section 32 of
this act; and  (4) contain a certificate from the commissioner of
revenue services reciting  that all taxes owed by the corporation
have been paid.
    (b)  If the  secretary  of  the  state  determines  that  the
application contains the  information  required by subsection (a)
of this section  and  that  the  information is correct, he shall
cancel the certificate  of  dissolution and prepare a certificate
of reinstatement that recites his determination and the effective
date of reinstatement,  file the original of the certificate, and
serve a copy on the corporation under section 38 of this act.
    (c) When the  reinstatement  is effective, it relates back to
and takes effect  as  of the effective date of the administrative
dissolution and the  corporation resumes carrying on its business
as if the administrative dissolution had never occurred.
    Sec. 172. (NEW)  (a)  If  the secretary of the state denies a
corporation's    application    for    reinstatement    following
administrative dissolution, he  shall serve the corporation under
section 38 of  this  act  with a written notice that explains the
reason or reasons for denial.
    (b) The corporation may appeal the denial of reinstatement to
the  superior  court   for   the   judicial  district  where  the
corporation's principal office  or,  if  none  in this state, its
registered office, is located within thirty days after service of
the notice of  denial  is  perfected.  The corporation appeals by
petitioning the court  to set aside the dissolution and attaching
to  the  petition   copies   of  the  secretary  of  the  state's
certificate of dissolution,  the  corporation's  application  for
reinstatement and the secretary of the state's notice of denial.
    (c) The court  may summarily order the secretary of the state
to reinstate the  dissolved  corporation or may take other action
the court considers appropriate.
    (d) The court's  final  decision  may be appealed as in other
civil proceedings.
    Sec. 173. (NEW)  The superior court for the judicial district
where the corporation's  principal  office  or,  if  none in this
state,  its  registered   office,   is  located  may  dissolve  a
corporation:
    (1)  In a  proceeding  by  the  attorney  general  if  it  is
established that: (A)  The  corporation  obtained its articles of
incorporation through fraud; or (B) the corporation has continued
to exceed or abuse the authority conferred upon it by law;
    (2) In a  proceeding  by  a  shareholder if it is established
that: (A) The  directors  are deadlocked in the management of the
corporate affairs, the  shareholders  are  unable  to  break  the
deadlock and irreparable  injury to the corporation is threatened
or being suffered, or the business and affairs of the corporation
can no longer  be  conducted to the advantage of the shareholders
generally, because of the deadlock; (B) the directors or those in
control of the  corporation have acted, are acting or will act in
a manner that  is  illegal,  oppressive  or  fraudulent;  (C) the
shareholders are deadlocked  in voting power and have failed, for
a period that  includes  at  least two consecutive annual meeting
dates, to elect successors to directors whose terms have expired;
or (D) the corporate assets are being misapplied or wasted;
    (3) In a  proceeding by a creditor if it is established that:
(A) The creditor's  claim  has  been  reduced  to  judgment,  the
execution  on  the   judgment   returned   unsatisfied   and  the
corporation is insolvent;  or (B) the corporation has admitted in
writing that the  creditor's  claim  is  due  and  owing  and the
corporation is insolvent; or
    (4) In a  proceeding by the corporation to have its voluntary
dissolution continued under court supervision.
    Sec. 174. (NEW)  (a)  Venue  for a proceeding by the attorney
general to dissolve  a corporation lies in the superior court for
the  judicial district  of  Hartford-New  Britain.  Venue  for  a
proceeding brought by  any  other  party  named in section 173 of
this act lies  in  the  judicial  district  where a corporation's
principal office or, if none in this state, its registered office
is or was last located.
    (b) It is  not  necessary  to  make shareholders parties to a
proceeding to dissolve  a  corporation  unless  relief  is sought
against them individually.
    (c) A court in a proceeding brought to dissolve a corporation
may issue injunctions,  appoint  a receiver or custodian pendente
lite with all  powers  and  duties  the court directs, take other
action required to preserve the corporate assets wherever located
and carry on the business of the corporation until a full hearing
can be held.
    (d) Within ten days of the commencement of a proceeding under
subdivision  (2) of  section  173  of  this  act  to  dissolve  a
corporation that has  no  shares  listed on a national securities
exchange or regularly  traded  in  a  market maintained by one or
more members of  a  national securities exchange, the corporation
must send to  all  shareholders,  other  than  the  petitioner, a
notice stating that  the  shareholders  are entitled to avoid the
dissolution  of the  corporation  by  electing  to  purchase  the
petitioner's shares under section 177 of this act and accompanied
by a copy of section 177 of this act.
    Sec. 175. (NEW)  (a) A court in a judicial proceeding brought
to dissolve a  corporation  may  appoint one or more receivers to
wind up and  liquidate,  or one or more custodians to manage, the
business and affairs  of  the corporation. The court shall hold a
hearing, after notifying  all  parties  to the proceeding and any
interested persons designated  by  the court, before appointing a
receiver  or  custodian.  The  court  appointing  a  receiver  or
custodian has exclusive jurisdiction over the corporation and all
of its property wherever located.
    (b) The court  may  appoint  an  individual  or a domestic or
foreign corporation authorized to transact business in this state
as a receiver or custodian. The court may require the receiver or
custodian to post  bond,  with  or without sureties, in an amount
the court directs.
    (c) The court  shall  describe  the  powers and duties of the
receiver or custodian  in  its  appointing  order,  which  may be
amended from time  to  time. Among other powers: (1) The receiver
(A) may dispose  of  all  or  any  part  of  the  assets  of  the
corporation wherever located,  at  a  public  or private sale, if
authorized by the  court,  and  (B) may sue and defend in his own
name as receiver  of the corporation in all courts of this state;
(2)  the  custodian  may  exercise  all  of  the  powers  of  the
corporation, through or  in  place  of  its board of directors or
officers, to the  extent  necessary  to manage the affairs of the
corporation  in  the  best  interests  of  its  shareholders  and
creditors.
    (d) The court  during  a  receivership  may  redesignate  the
receiver a custodian,  and during a custodianship may redesignate
the custodian a receiver, if doing so is in the best interests of
the corporation, its shareholders and creditors.
    (e) The court  from  time  to time during the receivership or
custodianship   may   order   compensation   paid   and   expense
disbursements or reimbursements made to the receiver or custodian
and his counsel  from  the  assets of the corporation or proceeds
from the sale of the assets.
    Sec. 176. (NEW)  (a)  If after a hearing the court determines
that one or  more  grounds  for judicial dissolution described in
section 173 of  this  act exist, it may enter a decree dissolving
the  corporation  and   specifying  the  effective  date  of  the
dissolution, and the clerk of the court shall deliver a certified
copy of the  decree to the secretary of the state, who shall file
it.
    (b) After entering the decree of dissolution, the court shall
direct  the winding  up  and  liquidation  of  the  corporation's
business and affairs  in  accordance with section 165 of this act
and the notification of claimants in accordance with sections 167
and 168 of this act.
    Sec. 177. (NEW)  (a) In a proceeding under subdivision (2) of
section 173 of  this  act  to  dissolve a corporation that has no
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,  the corporation
may elect or,  if it fails to elect, one or more shareholders may
elect to purchase all shares owned by the petitioning shareholder
at the fair  value  of  the  shares. An election pursuant to this
section shall be  irrevocable unless the court determines that it
is equitable to set aside or modify the election.
    (b) An election  to  purchase pursuant to this section may be
filed with the  court  at  any  time within ninety days after the
filing of the  petition  under  subdivision (2) of section 173 of
this act or at such later time as the court in its discretion may
allow. If the  election  to  purchase  is  filed  by  one or more
shareholders, the corporation  shall, within ten days thereafter,
give  written  notice   to   all  shareholders,  other  than  the
petitioner. The notice  must  state the name and number of shares
owned by the  petitioner  and the name and number of shares owned
by each electing  shareholder  and  must advise the recipients of
their right to  join  in  the  election  to  purchase  shares  in
accordance  with  this   section.   Shareholders   who   wish  to
participate must file  notice  of  their intention to join in the
purchase no later  than  thirty  days after the effective date of
the notice to  them.  All shareholders who have filed an election
or notice of  their  intention  to participate in the election to
purchase thereby become  parties to ownership of shares as of the
date the first election was filed, unless they otherwise agree or
the court otherwise  directs. After an election has been filed by
the corporation or one or more shareholders, the proceeding under
subdivision  (2)  of   section   173  of  this  act  may  not  be
discontinued or settled, nor may the petitioning shareholder sell
or otherwise dispose  of  his shares, unless the court determines
that  it  would   be   equitable   to  the  corporation  and  the
shareholders,  other  than   the   petitioner,   to  permit  such
discontinuance, settlement, sale or other disposition.
    (c)  If, within  sixty  days  of  the  filing  of  the  first
election, the parties  reach  agreement  as to the fair value and
terms of purchase  of  the  petitioner's  shares, the court shall
enter an order directing the purchase of petitioner's shares upon
the terms and conditions agreed to by the parties.
    (d) If the  parties  are  unable  to  reach  an  agreement as
provided for in  subsection  (c) of this section, the court, upon
application  of any  party,  shall  stay  the  proceedings  under
subdivision (2) of section 173 of this act and determine the fair
value of the petitioner's shares as of the day before the date on
which the petition  under  subdivision (2) of section 173 of this
act was filed  or  as  of  such  other  date  as  the court deems
appropriate under the circumstances.
    (e) Upon determining  the fair value of the shares, the court
shall enter an  order  directing the purchase upon such terms and
conditions as the  court  deems  appropriate,  which  may include
payment of the  purchase price in instalments, where necessary in
the interests of equity, provision for security to assure payment
of the purchase price and any additional costs, fees and expenses
as may have  been awarded, and, if the shares are to be purchased
by  shareholders,  the   allocation  of  shares  among  them.  In
allocating petitioner's shares among holders of different classes
of shares, the  court  should  attempt  to  preserve the existing
distribution of voting  rights among holders of different classes
insofar as practicable  and may direct that holders of a specific
class or classes  shall not participate in the purchase. Interest
may be allowed  at  the  rate and from the date determined by the
court to be equitable, but if the court finds that the refusal of
the petitioning shareholder  to  accept  an  offer of payment was
arbitrary or otherwise  not  in  good faith, no interest shall be
allowed. If the  court finds that the petitioning shareholder had
probable grounds for  relief  under  subparagraph  (B)  or (D) of
subdivision (2) of  section  173 of this act, it may award to the
petitioning shareholder reasonable  fees  and expenses of counsel
and of any experts employed by him.
    (f) Upon entry  of  an  order  under subsection (c) or (e) of
this section, the  court  shall  dismiss the petition to dissolve
the  corporation  under   section   173  of  this  act,  and  the
petitioning shareholder shall no longer have any rights or status
as a shareholder  of the corporation, except the right to receive
the amounts awarded  to him by the order of the court which shall
be enforceable in the same manner as any other judgment.
    (g) The purchase  ordered  pursuant to subsection (e) of this
section, shall be  made  within ten days after the date the order
becomes final unless  before that time the corporation files with
the  court a  notice  of  its  intention  to  adopt  articles  of
dissolution pursuant to  sections  162 and 163 of this act, which
articles  must then  be  adopted  and  filed  within  fifty  days
thereafter. Upon filing  of  such  articles  of  dissolution, the
corporation shall be  dissolved in accordance with the provisions
of sections 165  to  168,  inclusive,  of this act, and the order
entered pursuant to  subsection  (e)  of  this  section  shall no
longer be of any force or effect, except that the court may award
the  petitioning shareholder  reasonable  fees  and  expenses  in
accordance with the provisions of the last sentence of subsection
(e) of this section and the petitioner may continue to pursue any
claims previously asserted on behalf of the corporation.
    (h) Any payment by the corporation pursuant to an order under
subsection (c) or  (e)  of  this  section, other than an award of
fees and expenses  pursuant to subsection (e) of this section, is
subject to the provisions of section 55 of this act.
    Sec. 178. (NEW) Assets of a dissolved corporation that should
be transferred to  a  creditor,  claimant  or  shareholder of the
corporation who cannot  be  found  or  who  is  not  competent to
receive them shall  be  reduced  to  cash  and deposited with the
state  treasurer  or   other   appropriate   state  official  for
safekeeping. When the creditor, claimant or shareholder furnishes
satisfactory proof of  entitlement  to  the amount deposited, the
state treasurer or other appropriate state official shall pay him
or his representative that amount.
    Sec. 179. (NEW)  (a) Except as otherwise provided in sections
179 to 183,  inclusive,  of  this act, all provisions of this act
shall govern and apply to specially chartered corporations formed
before or after  the effective date of this act, without need for
acceptance thereby.
    (b) If the  articles  of  incorporation  as  in effect on the
effective date of  this act, of a specially chartered corporation
contains any provision  contrary  to  or  inconsistent with or in
addition to any  provision  of  this act, including this section,
the provision contained  in  such articles of incorporation shall
govern such corporation, and the provisions of this act shall not
be held or  construed  to  alter  or  affect any provision of the
articles of incorporation  of  a  specially chartered corporation
inconsistent herewith except  as  provided  in sections 169, 181,
204 and 205 of this act.
    Sec.  180.  (NEW)   Formation   of   a   specially  chartered
corporation shall, following  enactment  of  its  special charter
act, be completed in all respects in the same manner as formation
of a corporation  organized  under  this act except that: (1) The
incorporators shall be such as are named in such act, if any; (2)
no articles of incorporation shall be filed but in lieu thereof a
copy of the special act shall be filed as provided in the case of
articles of incorporation;  and  (3) the one-year period referred
to in subsection  (b)  of  section 204 of this act as dating from
the filing of  the  articles of incorporation shall commence with
the date of enactment of the special act.
    Sec. 181. (NEW)  (a)  Amendment  of  a special charter by the
general assembly shall  require  acceptance by the corporation if
and to the extent provided in the act of amendment.
    (b) The articles  of  incorporation  of a specially chartered
corporation may be  amended  by its shareholders for the purposes
and  in  the   manner  provided  by  this  act  for  corporations
incorporated  under  this   act   except  that  its  articles  of
incorporation as so  amended  shall not authorize it to engage in
any business or  to  carry  on  its  business  in any area unless
either (1) it  could  be  so  authorized under section 27 of this
act, or (2) it was so authorized by its articles of incorporation
prior to such  amendment.  A  specially chartered corporation the
name  of which  does  not  contain  the  words  "corporation"  or
"company" or "incorporated"  or  "limited"  or an abbreviation of
one  of such  words  may  amend  its  articles  of  incorporation
pursuant to this subsection without changing its name.
    (c)  A  restated  articles  of  incorporation  adopted  by  a
specially chartered corporation  need  not,  in order to preserve
the provisions of  special  acts of the legislature setting forth
its franchises, whether  of  a public or a private nature, nature
of  its  business,   and   its  special  rights,  privileges  and
immunities, recite such provisions.
    Sec. 182. (NEW)  (a)  Any specially chartered corporation may
surrender its charter  and  reincorporate  under  this act in the
manner  provided  in  this  section,  provided  its  articles  of
incorporation upon effective  reincorporation  shall contain only
such provisions as  might  be  lawfully  contained in articles of
incorporation  under  this   act   at   the   time  of  effecting
reincorporation.
    (b) The shareholders  shall adopt a resolution to such effect
and articles of  incorporation  complying  with this act, both in
the manner provided  by section 122 of this act in the case of an
amendment  by shareholders,  except  that  the  affirmative  vote
required shall be  at least a majority of the voting power of the
outstanding shares of each class.
    (c) A certificate  setting forth such resolution and articles
of incorporation, and  citing  the  act  of the legislature by or
under which such  corporation  was created, shall be executed and
filed as provided  in  section  122 of this act in the case of an
amendment by shareholders.
    (d) Reincorporation shall  take effect as provided in section
22 of this  act.  Upon the effectiveness of such reincorporation,
the  corporation  shall   cease   to  be  a  specially  chartered
corporation, shall continue  its  corporate  existence under this
act and shall in all respects be subject to and have the benefits
of this act.
    Sec. 183. (NEW)  (a)  Specially chartered corporations formed
after January 1,  1961,  shall  pay  franchise tax as provided in
section 16 of this act.
    (b) A specially chartered corporation in existence on January
1, 1961, shall,  in  respect  of the number of shares which it is
authorized by shareholders  to  issue  but has not been issued at
said date, continue  to pay franchise tax under and in accordance
with franchise tax  provisions  in  effect and applicable to such
corporations on said date.
    (c) Together with its payment of franchise tax next following
the  effective  date   of  this  act,  each  specially  chartered
corporation  in existence  on  said  date  shall  file  with  the
secretary of the  state  a  statement,  executed  as  provided in
section 4 of  this  act,  of  the  number  of shares which it was
authorized by shareholders  to  issue  but  had not issued at the
effective date of  this  act.  Whenever  shareholders  of  such a
corporation shall increase  the number of shares authorized to be
issued  over  the   number  set  forth  in  such  statement,  the
corporation shall file an amended statement, so executed, setting
forth such increase  and such corporation shall be subject to the
provisions of section  16  of  this  act  as  in  the  case of an
increase of authorized  shares  by  amendment  of the articles of
incorporation.  If  the  articles  of  incorporation  of  such  a
corporation  shall,  by   special   act   or   by   amendment  by
shareholders, be amended  to  provide  for a designated number of
authorized shares, which number is an increase over the number of
authorized  shares  set  forth  in  the  latest  statement  filed
pursuant to this  subsection,  such  increase shall be subject to
the provisions of  section  16  of  this  act and thereafter such
corporation  shall  be  subject  to  said  section  and  to  this
subsection.
    Sec. 184. (NEW)  (a)  A  foreign corporation may not transact
business in this  the  state  until  it  obtains a certificate of
authority from the secretary of the state. No foreign corporation
engaged in the  business  of  a  telegraph company, gas, electric
light or water  company,  or  cemetery  corporation,  or  of  any
company requiring the  right  to  take  and  condemn  lands or to
occupy  the  public  highways  of  this  state,  and  no  foreign
telephone company, shall  transact  in  this  state  the business
authorized by its  certificate of incorporation or by the laws of
the state under which it was organized, unless empowered so to do
by some general  or  special  act  of  this state, except for the
purpose of carrying  out  and  renewing  contracts  existing upon
August 1, 1903.  No  insurance, surety or indemnity company shall
transact business in  this  state until it has procured a license
from the insurance commissioner in accordance with the provisions
of section 38a-41 of the general statutes.
    (b) The following activities, among others, do not constitute
transacting business within the meaning of subsection (a) of this
section: (1) Maintaining,  defending  or settling any proceeding;
(2) holding meetings of the board of directors or shareholders or
carrying  on  other   activities  concerning  internal  corporate
affairs; (3) maintaining  bank  accounts; (4) maintaining offices
or agencies for  the  transfer,  exchange and registration of the
corporation's  own  securities   or   maintaining   trustees   or
depositaries  with  respect  to  those  securities;  (5)  selling
through  independent contractors;  (6)  soliciting  or  obtaining
orders,  whether by  mail  or  through  employees  or  agents  or
otherwise, if the  orders  require  acceptance outside this state
before  they  become   contracts;   (7)   creating  or  acquiring
indebtedness,  mortgages  and   security  interests  in  real  or
personal property; (8)  securing or collecting debts or enforcing
mortgages and security  interests in property securing the debts;
(9)  owning,  without  more,  real  or  personal  property;  (10)
conducting  an isolated  transaction  that  is  completed  within
thirty days and  that  is  not  one  in  the  course  of repeated
transactions of a  like  nature;  (11)  transacting  business  in
interstate commerce.
    (c) The list  of activities in subsection (b) of this section
is not exhaustive.
    Sec.  185.  (NEW)   (a)  A  foreign  corporation  transacting
business in this state without a certificate of authority may not
maintain a proceeding in any court in this state until it obtains
a certificate of authority.
    (b) The successor  to  a  foreign corporation that transacted
business in this state without a certificate of authority and the
assignee of a  cause  of  action arising out of that business may
not maintain a  proceeding  based  on that cause of action in any
court  in  this  state  until  the  foreign  corporation  or  its
successor obtains a certificate of authority.
    (c) A court  may  stay  a  proceeding  commenced by a foreign
corporation,  its successor,  or  assignee  until  it  determines
whether the foreign  corporation  or  its  successor  requires  a
certificate of authority.  If  it  so  determines,  the court may
further stay the  proceeding until the foreign corporation or its
successor obtains the certificate.
    (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, plus
(2) all interest  and penalties imposed by law for failure to pay
such fees and  taxes,  plus  (3) the sum of two thousand dollars.
Such fees and  penalties  may  be  levied by the secretary of the
state. The penalty  imposed by subdivision (3) of this subsection
shall not be levied upon a foreign corporation which has obtained
a certificate of  authority  to  transact  business in this state
within ninety days  after  it  has  begun transacting business in
this 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 penalties have been paid.
    (e) Notwithstanding subsections  (a) and (b) of this section,
the failure of  a  foreign corporation to obtain a certificate of
authority does not  impair  the validity of its corporate acts or
prevent it from defending any proceeding in this state.
    Sec. 186. (NEW)  (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 189 of  this  act;  (2)  the name of the state or country
under whose law it is incorporated; (3) its date of incorporation
and period of  duration;  (4) the street address of its principal
office; (5) the  address  of  its registered office in this state
and the name  of its registered agent at that office; and (6) the
names and business  addresses or, if there is no business address
for any such  person,  the  residence  address,  of  its  current
directors and officers.
    (b) The foreign  corporation shall deliver with the completed
application a certificate  of existence, or a document of similar
import, duly authenticated by the secretary of the state or other
official having custody  of  corporate  records  in  the state or
country under whose law it is incorporated.
    Sec. 187. (NEW)  (a)  A  foreign  corporation  authorized  to
transact  business  in   this   state   must  obtain  an  amended
certificate of authority  from  the  secretary of the state if it
changes: (1) Its  corporate name; (2) the period of its duration;
or (3) the state or country of its incorporation.
    (b) The requirements of section 186 of this act for obtaining
an  original certificate  of  authority  apply  to  obtaining  an
amended certificate under this section.
    Sec. 188. (NEW) (a) A certificate of authority authorizes the
foreign corporation to which it is issued to transact business in
this state subject,  however, to the right of the state to revoke
the certificate as provided in this act.
    (b)  A  foreign  corporation  with  a  valid  certificate  of
authority has the same but no greater rights and has the same but
no greater privileges  as,  and  except  as otherwise provided by
this act is  subject  to the same duties, restrictions, penalties
and liabilities now  or  later imposed on, a domestic corporation
of like character.
    (c) This act  does  not  authorize this state to regulate the
organization  or  internal   affairs  of  a  foreign  corporation
authorized to transact business in this state.
    Sec. 189. (NEW)  (a)  If  the  corporate  name  of  a foreign
corporation does not  satisfy  the  requirements of section 32 of
this  act, the  foreign  corporation  to  obtain  or  maintain  a
certificate of authority  to transact business in this state: (1)
May  add  the   word  "corporation",  "incorporated",  "company",
"Societa per Azioni"  or  "limited", or the abbreviation "corp.",
"inc.", "co.", "S.p.A."  or "ltd.", to its corporate name for use
in this state;  or  (2)  may  use  a  fictitious name to transact
business in this  state  if  its  real name is unavailable and it
includes with its  application  for  a certificate of authority a
copy of the  resolution  of  its board of directors, certified by
its secretary, adopting the fictitious name.
    (b) Except as  authorized  by subsections (c) and (d) of this
section, the corporate  name,  including  a fictitious name, of a
foreign corporation must  be  distinguishable upon the records of
the secretary of  the  state  from:  (1)  The corporate name of a
corporation incorporated or  authorized  to  transact business in
this state; (2)  a  corporate  name  reserved or registered under
section 33 or  34 of this act; (3) the fictitious name of another
foreign  corporation authorized  to  transact  business  in  this
state; and (4) the corporate name of a not-for-profit corporation
incorporated or authorized to transact business in this state.
    (c) A foreign  corporation  may apply to the secretary of the
state for authorization  to use in this state the name of another
corporation, incorporated or  authorized  to transact business in
this state, that is not distinguishable upon his records from the
name applied for.  The secretary of the state shall authorize use
of the name applied for if: (1) The other corporation consents to
the  use  in   writing   and   submits  an  undertaking  in  form
satisfactory to the  secretary of the state to change its name to
a name that  is distinguishable upon the records of the secretary
of the state  from  the  name of the applying corporation; or (2)
the applicant delivers  to the secretary of the state a certified
copy of a  final  judgment  of  a court of competent jurisdiction
establishing the applicant's right to use the name applied for in
this state.
    (d) A foreign  corporation  may  use  in this state the name,
including the fictitious  name,  of  another  domestic or foreign
corporation that is  used  in this state if the other corporation
is incorporated or  authorized to transact business in this state
and the foreign  corporation:  (1)  Has  merged  with  the  other
corporation; or (2)  has  been  formed  by  reorganization of the
other corporation.
    (e) If a  foreign corporation authorized to transact business
in this state  changes  its  corporate  name to one that does not
satisfy the requirements  of  section  32 of this act, it may not
transact business in  this  state under the changed name until it
adopts a name  satisfying  the requirements of section 32 of this
act and obtains an amended certificate of authority under section
187 of this act.
    Sec.  190.  (NEW)  Each  foreign  corporation  authorized  to
transact business in  this  state  shall continuously maintain in
this state: (1)  A  registered office that may be the same as any
of its places  of  business;  and (2) a registered agent, who may
be: (A) An  individual  who  resides  in  this  state  and  whose
business office is  identical  with  the registered office; (B) a
domestic corporation or not-for-profit domestic corporation whose
business office is identical with the registered office; or (C) a
foreign  corporation  or   foreign   not-for-profit   corporation
authorized to transact  business  in  this  state  whose business
office is identical with the registered office.
    Sec. 191. (NEW)  (a)  A  foreign  corporation  authorized  to
transact business in  this state may change its registered office
or registered agent  by  delivering to the secretary of the state
for filing a  statement  of change that sets forth: (1) Its name;
(2) the street  address  of its current registered office; (3) if
the current registered  office  is  to  be  changed,  the  street
address of its new registered office; (4) the name of its current
registered agent; (5)  if  the  current registered agent is to be
changed, the name of its new registered agent and the new agent's
written consent, either  on  the  statement or attached to it, to
the appointment; and  (6)  that  after  the change or changes are
made, the street  addresses  of  its  registered  office  and the
business office of its registered agent will be identical.
    (b) If a  registered  agent changes the street address of his
business  office,  he  may  change  the  street  address  of  the
registered office of  any foreign corporation for which he is the
registered agent by  notifying  the corporation in writing of the
change  and  signing,   either  manually  or  in  facsimile,  and
delivering to the  secretary  of the state for filing a statement
of change that  complies  with the requirements of subsection (a)
of  this section  and  recites  that  the  corporation  has  been
notified of the change.
    Sec.  192. (NEW)  (a)  The  registered  agent  of  a  foreign
corporation may resign  his  agency  appointment  by  signing and
delivering to the  secretary of the state for filing the original
and two exact  or conformed copies of a statement of resignation.
The statement of  resignation  may  include  a statement that the
registered office is also discontinued.
    (b) After filing  the  statement,  the secretary of the state
shall attach the filing receipt to one copy and mail the copy and
receipt  to  the  registered  office  if  not  discontinued.  The
secretary of the  state  shall mail the other copy to the foreign
corporation at its  principal  office  address  shown in its most
recent annual report.
    (c) The agency  appointment is terminated, and the registered
office discontinued if so provided, on the thirty-first day after
the date on which the statement was filed.
    Sec.  193. (NEW)  (a)  The  registered  agent  of  a  foreign
corporation authorized to  transact business in this state is the
corporation's agent for  service  of  process,  notice  or demand
required  or permitted  by  law  to  be  served  on  the  foreign
corporation.
    (b) A foreign  corporation  may  be  served  by registered or
certified  mail,  return  receipt  requested,  addressed  to  the
secretary of the  foreign  corporation  at  its  principal office
shown in its application for a certificate of authority or in its
most recent annual  report if the foreign corporation: (1) Has no
registered agent or  its  registered agent cannot with reasonable
diligence be served;  (2) has withdrawn from transacting business
in this state  under  section 194 of this act; or (3) has had its
certificate of authority revoked under section 196 of this act.
    (c) Service is perfected under subsection (b) of this section
at the earliest of: (1) The date the foreign corporation receives
the mail; (2)  the date shown on the return receipt, if signed on
behalf of the  foreign  corporation;  or  (3) five days after its
deposit in the  United States mail, as evidenced by the postmark,
if mailed postpaid and correctly addressed.
    (d) Every foreign  corporation  which  transacts  business in
this state in  violation  of  section  184  of  this act shall be
subject to suit  in  this  state upon any cause of action arising
out of such business.
    (e) Every foreign  corporation  shall  be  subject to suit in
this state, by  a  resident of this state or by a person having a
usual place of  business  in  this  state,  whether  or  not such
foreign corporation is  transacting or has transacted business in
this state and  whether  or  not  it  is  engaged  exclusively in
interstate or foreign commerce, on any cause of action arising as
follows: (1) Out  of  any  contract  made  in this state or to be
performed in this  state;  (2)  out  of any business solicited in
this state by mail or otherwise if the corporation has repeatedly
so solicited business,  whether  the  orders  or  offers relating
thereto were accepted within or without the state; (3) out of the
production,  manufacture  or   distribution   of  goods  by  such
corporation with the  reasonable  expectation that such goods are
to be used or consumed in this state and are so used or consumed,
regardless of how or where the goods were produced, manufactured,
marketed  or sold  or  whether  or  not  through  the  medium  of
independent  contractors or  dealers;  or  (4)  out  of  tortious
conduct in this  state,  whether arising out of repeated activity
or  single acts,  and  whether  arising  out  of  misfeasance  or
nonfeasance.
    (f) This section  does  not  prescribe  the  only  means,  or
necessarily the required means, of serving a foreign corporation.
    Sec. 194. (NEW)  (a)  A  foreign  corporation  authorized  to
transact business in  this state may not withdraw from this state
until it obtains  a  certificate of withdrawal from the secretary
of the state.
    (b) A foreign  corporation authorized to transact business in
this  state  may   apply  for  a  certificate  of  withdrawal  by
delivering an application  to  the  secretary  of  the  state for
filing. The application  shall  set  forth:  (1)  The name of the
foreign corporation and  the  name  of the state or country under
whose law it  is  incorporated;  (2)  that  it is not transacting
business in this  state  and  that it surrenders its authority to
transact  business  in  this  state;  (3)  that  it  revokes  the
authority of its registered agent to accept service on its behalf
and appoints the  secretary of the state as its agent for service
of process in  any  proceeding based on a cause of action arising
during the time  it  was  authorized to transact business in this
state; (4) a  mailing address to which the secretary of the state
may mail a  copy  of  any process served on him under subdivision
(3) of this  subsection;  and  (5)  a  commitment  to  notify the
secretary of the state in the future of any change in its mailing
address.
    (c) After the  withdrawal  of  the  corporation is effective,
service of process  on  the  secretary  of  the  state under this
section is service  on  the  foreign corporation. Upon receipt of
process, the secretary  of  the  state shall, within two business
days, mail a  copy  of  the process to the foreign corporation at
the mailing address  set  forth  under  subsection  (b)  of  this
section.
    Sec. 195. (NEW)  The  secretary  of  the state may commence a
proceeding  under  section   196   of  this  act  to  revoke  the
certificate of authority  of  a foreign corporation authorized to
transact business in  this  state if: (1) The foreign corporation
does not deliver  its annual report to the secretary of the state
within sixty days  after  it  is due; (2) the foreign corporation
does not pay  within  sixty  days  after they are due any license
fees, franchise taxes  or  penalties imposed by this act or other
law; (3) the foreign corporation is without a registered agent or
registered office in  this  state for sixty days or more; (4) the
foreign corporation does  not  inform  the secretary of the state
under section 191 or 192 of this act that its registered agent or
registered office has  changed,  that  its  registered  agent has
resigned or that  its  registered  office  has  been discontinued
within sixty days  of  the change, resignation or discontinuance;
(5) an incorporator,  director,  officer  or agent of the foreign
corporation signed a  document  he knew was false in any material
respect  with intent  that  the  document  be  delivered  to  the
secretary of the state for filing; (6) the secretary of the state
receives a duly  authenticated  certificate from the secretary of
the state or  other  official having custody of corporate records
in the state  or  country under whose law the foreign corporation
is incorporated stating that it has been dissolved or disappeared
as the result of a merger.
    Sec. 196. (NEW)  (a) If the secretary of the state determines
that one or  more grounds exist under section 195 of this act for
revocation of a  certificate  of  authority,  he  shall serve the
foreign corporation with  written  notice  of  his  determination
under section 193 of this act.
    (b) If the  foreign  corporation does not correct each ground
for revocation or  demonstrate  to the reasonable satisfaction of
the secretary of  the  state  that  each ground determined by the
secretary of the  state  does  not  exist within sixty days after
service of the notice is perfected under section 193 of this act,
the secretary of  the  state may revoke the foreign corporation's
certificate of authority  by  signing a certificate of revocation
that  recites the  ground  or  grounds  for  revocation  and  its
effective  date. The  secretary  of  the  state  shall  file  the
original of the  certificate  and  serve  a  copy  on the foreign
corporation under section 193 of this act.
    (c)  The authority  of  a  foreign  corporation  to  transact
business  in  this   state  ceases  on  the  date  shown  on  the
certificate revoking its certificate of authority.
    (d) The secretary  of  the  state's  revocation  of a foreign
corporation's certificate of  authority appoints the secretary of
the state the  foreign corporation's agent for service of process
in any proceeding  based  on a cause of action which arose during
the time the  foreign  corporation  was  authorized  to  transact
business in this  state.  Service  of process on the secretary of
the  state under  this  subsection  is  service  on  the  foreign
corporation. Upon receipt  of process, the secretary of the state
shall, within two  business  days,  mail a copy of the process to
the secretary of  the foreign corporation at its principal office
shown in its  most  recent  annual  report  or  in any subsequent
communication received from  the  corporation stating the current
mailing address of its principal office, or, if none are on file,
in its application for a certificate of authority.
    (e) Revocation of  a  foreign  corporation's  certificate  of
authority does not  terminate  the  authority  of  the registered
agent of the corporation.
    Sec. 197. (NEW)  (a)  A  foreign  corporation  may appeal the
secretary  of  the  state's  revocation  of  its  certificate  of
authority to the  superior court within thirty days after service
of the certificate  of  revocation is perfected under section 193
of this act.  The  foreign corporation appeals by petitioning the
court to set  aside  the revocation and attaching to the petition
copies of its  certificate  of authority and the secretary of the
state's certificate of revocation.
    (b) The court  may summarily order the secretary of the state
to reinstate the  certificate  of authority or may take any other
action the court considers appropriate.
    (c) The court's  final  decision  may be appealed as in other
civil proceedings.
    Sec. 198. (NEW)  (a)  A  corporation  shall keep as permanent
records minutes of  all meetings of its shareholders and board of
directors, a record  of  all actions taken by the shareholders or
board of directors without a meeting, and a record of all actions
taken by a  committee  of  the board of directors in place of the
board of directors on behalf of the corporation.
    (b)  A  corporation  shall  maintain  appropriate  accounting
records.
    (c) A corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders, in alphabetical order by
class of shares  showing  the  number and class of shares held by
each.
    (d) A corporation  shall maintain its records in written form
or in another form capable of conversion into written form within
a reasonable time.
    (e) A corporation  shall keep a copy of the following records
at its principal office: (1) Its articles or restated articles of
incorporation and all amendments to them currently in effect; (2)
its  bylaws  or  restated  bylaws  and  all  amendments  to  them
currently in effect;  (3)  resolutions  adopted  by  its board of
directors creating one  or  more classes or series of shares, and
fixing their relative  rights,  preferences  and  limitations, if
shares issued pursuant  to those resolutions are outstanding; (4)
the minutes of  all  shareholders'  meetings,  and records of all
action taken by  shareholders  without  a  meeting,  for the past
three  years; (5)  all  written  communications  to  shareholders
generally within the  past  three  years, including the financial
statements furnished for  the  past three years under section 202
of this act;  (6)  a  list of the names and business addresses of
its current directors  and  officers;  and  (7)  its  most recent
annual report delivered  to  the  secretary  of  the  state under
section 204 of this act.
    Sec.  199. (NEW)  (a)  A  shareholder  of  a  corporation  is
entitled to inspect  and  copy,  during regular business hours at
the corporation's principal  office,  any  of  the records of the
corporation described in  subsection  (e)  of section 198 of this
act if he  gives  the corporation written notice of his demand at
least five business  days  before  the date on which he wishes to
inspect and copy.
    (b) A shareholder of a corporation is entitled to inspect and
copy, during regular  business  hours  at  a  reasonable location
specified by the corporation, any of the following records of the
corporation  if  the   shareholder   meets  the  requirements  of
subsection (c) of  this section and gives the corporation written
notice of his  demand at least five business days before the date
on which he wishes to inspect and copy: (1) Excerpts from minutes
of any meeting  of  the board of directors, records of any action
of a committee of the board of directors while acting in place of
the board of  directors  on behalf of the corporation, minutes of
any meeting of  the  shareholders, and records of action taken by
the shareholders or  board of directors without a meeting, to the
extent not subject  to  inspection  under  subsection (a) of this
section; (2) accounting  records  of the corporation; and (3) the
record of shareholders.
    (c) A shareholder  may inspect and copy the records described
in subsection (b) of this section only if: (1) His demand is made
in good faith  and  for  a  proper purpose; (2) he describes with
reasonable particularity his  purpose  and the records he desires
to inspect; and  (3)  the records are directly connected with his
purpose.
    (d) The right  of  inspection granted by this section may not
be  abolished  or   limited   by   a  corporation's  articles  of
incorporation or bylaws.
    (e)  This section  does  not  affect:  (1)  The  right  of  a
shareholder to inspect  records  under section 63 of this act or,
if the shareholder  is in litigation with the corporation, to the
same extent as  any  other  litigant;  (2)  the power of a court,
independently of this  act, to compel the production of corporate
records for examination.
    (f) For purposes  of  this  section, "shareholder" includes a
beneficial owner whose  shares are held in a voting trust or by a
nominee on his behalf.
    Sec. 200. (NEW) (a) A shareholder's agent or attorney has the
same  inspection  and   copying  rights  as  the  shareholder  he
represents.
    (b) The right  to  copy records under section 199 of this act
includes, if reasonable,  the  right  to  receive  copies made by
photographic, xerographic or other means.
    (c) The corporation  may impose a reasonable charge, covering
the costs of  labor  and  material,  for  copies of any documents
provided to the  shareholder.  The  charge  may  not  exceed  the
estimated cost of production or reproduction of the records.
    (d) The corporation may comply with a shareholder's demand to
inspect the record  of  shareholders  under  subdivision  (3)  of
subsection (b) of section 199 of this act by providing him with a
list of its  shareholders  that  was compiled no earlier than the
date of the shareholder's demand.
    Sec. 201. (NEW)  (a)  If  a  corporation  does  not  allow  a
shareholder who complies  with  subsection  (a) of section 199 of
this act to  inspect  and  copy  any  records  required  by  that
subsection to be available for inspection, the superior court for
the judicial district  where  the  corporation's principal office
or, if none  in  this state, its registered office is located may
summarily order inspection and copying of the records demanded at
the corporation's expense upon application of the shareholder.
    (b) If a  corporation does not within a reasonable time allow
a  shareholder  to   inspect  and  copy  any  other  record,  the
shareholder who complies  with subsections (b) and (c) of section
199 of this  act may apply to the superior court for the judicial
district where the  corporation's principal office or, if none in
this state, its  registered  office  is  located  for an order to
permit inspection and  copying of the records demanded. The court
shall dispose of  an  application  under  this  subsection  on an
expedited basis.
    (c) If the court orders inspection and copying of the records
demanded,  it  shall  also  order  the  corporation  to  pay  the
shareholder's costs, including  reasonable counsel fees, incurred
to obtain the order unless the corporation proves that it refused
inspection in good  faith  because  it had a reasonable basis for
doubt about the  right  of the shareholder to inspect the records
demanded.
    (d) If the court orders inspection and copying of the records
demanded, it may  impose  reasonable  restrictions  on the use or
distribution of the records by the demanding shareholder.
    Sec. 202. (NEW)  (a)  A  corporation,  except  a  corporation
required by law  to  file financial reports with the commissioner
of banking, the  insurance  commissioner  or  the  department  of
public utility control,  shall  furnish  its  shareholders annual
financial  statements, which  may  be  consolidated  or  combined
statements  of  the   corporation   and   one   or  more  of  its
subsidiaries, as appropriate,  that include a balance sheet as of
the end of  the  fiscal  year, an income statement for that year,
and a statement  of  changes in shareholders' equity for the year
unless  that  information  appears  elsewhere  in  the  financial
statements.  If  financial   statements   are  prepared  for  the
corporation  on  the   basis  of  generally  accepted  accounting
principles, the annual financial statements must also be prepared
on that basis.
    (b) If the annual financial statements are reported upon by a
public accountant, his  report  must  accompany them. If not, the
statements must be accompanied by a statement of the president or
the person responsible  for the corporation's accounting records:
(1) Stating his  reasonable  belief  whether  the statements were
prepared on the basis of generally accepted accounting principles
and,  if not,  describing  the  basis  of  preparation;  and  (2)
describing any respects in which the statements were not prepared
on a basis  of accounting consistent with the statements prepared
for the preceding year.
    (c)  Such  corporation   shall   mail  the  annual  financial
statements to each  shareholder  within  one  hundred twenty days
after the close  of  each  fiscal  year.  Thereafter,  on written
request from a shareholder who was not mailed the statements, the
corporation shall mail him the latest financial statements.
    Sec. 203. (NEW)  If  a  corporation  indemnifies  or advances
expenses to a director under section 108, 109, 110 or 111 of this
act, in connection  with  a  proceeding by or in the right of the
corporation, the corporation  shall report the indemnification or
advance in writing  to the shareholders with or before the notice
of the next shareholders' meeting.
    Sec. 204. (NEW)  (a) Each domestic corporation, except banks,
insurance or surety companies, building and loan associations and
public service companies,  as  defined  in  section  16-1  of the
general statutes, and  each  foreign  corporation  authorized  to
transact business in  this  state, shall deliver to the secretary
of the state for filing an annual report that sets forth: (1) The
name of the  corporation and the state or country under whose law
it is incorporated;  (2) the address of its registered office and
the name of  its  registered  agent at that office in this state;
(3) the address  of  its  principal  office;  (4)  the  names and
business addresses, or  if  there  is no business address for any
such person, the residence address of its directors and principal
officers; (5) a  brief description of the nature of its business;
(6) the total  number of authorized shares, itemized by class and
series, if any,  within  each  class; and (7) the total number of
issued and outstanding  shares,  itemized by class and series, if
any, within each class.
    (b) Information in  the  annual report shall be current as of
the  date  the  annual  report  is  executed  on  behalf  of  the
corporation.
    (c)  The first  annual  report  shall  be  delivered  to  the
secretary of the  state  between January first and April first of
the  year  following  the  calendar  year  in  which  a  domestic
corporation  was  incorporated   or  a  foreign  corporation  was
authorized to transact  business. Subsequent annual reports shall
be delivered to  the secretary of the state between January first
and April first of the following calendar years.
    (d) If an  annual  report  does  not  contain the information
required by this  section,  the  secretary  of  the  state  shall
promptly notify the  reporting domestic or foreign corporation in
writing and return the report to it for correction. If the report
is corrected to  contain the information required by this section
and delivered to  the  secretary  of the state within thirty days
after the effective  date  of  notice,  it is deemed to be timely
filed.
    Sec. 205. (NEW)  (a)  Any corporation required to file annual
reports as provided  in  section  204 of this act, which fails to
file its annual  report  on or before the due date thereof, shall
be in default  in respect thereof until the same is filed and the
filing fee for such late filing shall be one hundred dollars.
    (b) The secretary  of the state shall not accept for filing a
report from a  corporation  until any default for failure to file
any prior report  is  cured.  If the secretary of the state finds
that any annual  report  received  from  a  corporation  does not
conform  to  law,  he  may  return  it  to  the  corporation  for
correction. If the  report  is returned for correction and is not
received by the  secretary  of  the state in corrected form on or
before the due  date thereof, the corporation shall be in default
for failure to  file its report. Any corrected report filed after
the due date  thereof  shall  be  accompanied  by  the filing fee
provided for in subsection (a) of this section, unless the report
was received prior  to  the due date and is returned in corrected
form to the  secretary  of  the state within eighteen days of the
date of rejection by the secretary of the state. If the report is
returned for failure  to  file  any  previous  report  and is not
returned with any  such previous report on or before the due date
of the current  report,  the  corporation shall be in default for
failure to file two reports.
    (c) The secretary  of  the state shall proceed as provided in
section 169 of  this  act whenever a corporation is in default of
filing its annual  reports,  as  required  by section 204 of this
act, as therein provided.
    Sec. 206. (NEW) This act applies to all domestic corporations
in  existence on  the  effective  date  of  this  act  that  were
incorporated under any  general  statute  of this state providing
for incorporation of corporations for profit if power to amend or
repeal the statute  under  which the corporation was incorporated
was reserved.
    Sec. 207. (NEW)  A foreign corporation authorized to transact
business in this  state  on  the  effective  date  of this act is
subject  to this  act  but  is  not  required  to  obtain  a  new
certificate of authority to transact business under this act.
    Sec. 208. (NEW)  (a)  Except as provided in subsection (b) of
this section, the  repeal  of  a  statute  by  this  act does not
affect: (1) The  operation  of  the  statute  or any action taken
under it before  its repeal; (2) any ratification, right, remedy,
privilege, obligation or  liability acquired, accrued or incurred
under the statute  before  its  repeal;  (3) any violation of the
statute,  or  any  penalty,  forfeiture  or  punishment  incurred
because of the  violation, before its repeal; (4) any proceeding,
reorganization or dissolution  commenced under the statute before
its repeal, and the proceeding, reorganization or dissolution may
be completed in accordance with the statute as if it had not been
repealed.
    (b) If a  penalty  or  punishment  imposed for violation of a
statute repealed by  this act is reduced by this act, the penalty
or  punishment  if  not  already  imposed  shall  be  imposed  in
accordance with this act.
    Sec.  209.  (NEW)  If  any  provision  of  this  act  or  its
application to any  person  or  circumstance is held invalid by a
court of competent  jurisdiction,  the invalidity does not affect
other provisions or  applications  of  the  act that can be given
effect without the  invalid provision or application, and to this
end the provisions of the act are severable.
    Sec. 210. (NEW)  (a)  The secretary of the state may propound
to  any corporation  subject  to  the  provisions  of  this  act,
domestic or foreign, and to any officer or director thereof, such
interrogatories as may  be  reasonably  necessary  and  proper to
enable him to  ascertain  whether  such  corporation has complied
with the provisions  of  this act applicable to such corporation.
Such interrogatories shall  be  answered within thirty days after
the mailing thereof,  or  within such additional time as shall be
fixed by the  secretary  of  the  state,  and the answers thereto
shall be full and complete and shall be made in writing and under
oath. If such  interrogatories are directed to an individual they
shall be answered by him, and, if directed to a corporation, they
shall be answered  by the president, vice president, secretary or
assistant secretary thereof.
    (b) Each corporation,  domestic  or foreign, and each officer
and director of  a  corporation,  domestic or foreign, failing or
refusing within the  time  prescribed  by  this section to answer
truthfully and fully interrogatories duly propounded to it or him
by the secretary  of  the  state as provided in subsection (a) of
this section shall be fined not more than five hundred dollars.
    (c) Interrogatories propounded  by the secretary of the state
and the answers  thereto shall not be opened to public inspection
nor shall the  secretary  of  the  state  disclose  any  facts or
information obtained therefrom  except  insofar  as  his official
duty  may  require  the  same  to  be  made  public  or  if  such
interrogatories or the  answers thereto are required for evidence
in any criminal proceedings or in any other action by this state.
    Sec. 211. (NEW)  Notwithstanding any provision of chapter 599
of the general  statutes, as part of a limited amnesty program in
effect for the  calendar  year  commencing  January  1, 1995, and
ending  December  31,   1995,   any   foreign   corporation  that
voluntarily  comes  forth   during  said  calendar  year  to  pay
penalties and fees  owed  for  transacting business in this state
without a certificate  of authority, shall (1) only be liable for
one-half of the  total  sum of penalties calculated under section
33-412 of the  general  statutes,  and  (2)  be  absolved  of its
obligation to pay  any  past  due  license fees established under
section 33-405 of  the  general  statutes.  This  limited amnesty
shall not apply  to  any  other  fees  or taxes owed by a foreign
corporation or any  interest  thereon that shall still be paid in
full pursuant to  subsection (c) of section 33-412 of the general
statutes.
    Sec. 212. (NEW)  Notwithstanding any provision of chapter 600
of the general  statutes, as part of a limited amnesty program in
effect for the  calendar  year  commencing  January  1, 1995, and
ending  December  31,   1995,   any   foreign   corporation  that
voluntarily  comes  forth   during  said  calendar  year  to  pay
penalties and fees  owed  for  transacting business in this state
without a certificate  of  authority,  shall  not  be  liable for
penalties  calculated  under   section   33-520  of  the  general
statutes. This limited  amnesty  shall  not  apply to any fees or
taxes owed by  a foreign corporation or any interest thereon that
shall still be  paid  in full pursuant to subsections (b) and (c)
of section 33-520 of the general statutes.
    Sec. 213. (NEW)  Notwithstanding any provision of chapter 610
of the general  statutes, as part of a limited amnesty program in
effect for the  calendar  year  commencing  January  1, 1995, and
ending December 31,  1995,  any  foreign limited partnership that
voluntarily  comes  forth   during  said  calendar  year  to  pay
penalties and fees  owed  for  transacting business in this state
without a certificate  of  registration, shall only be liable for
one-half of the  total  sum of penalties calculated under section
33-38l of the  general  statutes.  This limited amnesty shall not
apply to any  other  fees  or  taxes  owed  by  a foreign limited
partnership or any  interest  thereon that shall still be paid in
full pursuant to  subsection (e) of section 33-38l of the general
statutes.
    Sec. 214. (NEW)  Notwithstanding  any provision of public act
93-267, as part  of  a  limited amnesty program in effect for the
calendar year commencing January 1, 1995, and ending December 31,
1995, any foreign  limited  liability  company  that  voluntarily
comes forth during  said  calendar year to pay penalties and fees
owed for transacting business in this state without a certificate
of registration, shall  only  be liable for one-half of the total
sum of penalties  calculated  under  section  59  of  public  act
93-267. This limited amnesty shall not apply to any fees or taxes
owed by a  foreign  limited  liability  company  or  any interest
thereon that shall still be paid in full pursuant to subdivisions
(2) and (3) of subsection (d) of section 59 of public act 93-267.
    Sec.  215. Sections  33-282  to  33-418,  inclusive,  of  the
general statutes are repealed.
    Sec. 216. This  act shall take effect October 1, 1994, except
that sections 1  to  210, inclusive, shall take effect January 1,
1996.

JUD  COMMITTEE VOTE: YEA 32 NAY 0   JFS
FIN  COMMITTEE VOTE: YEA 36 NAY 0   JF
TOP