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Substitute House Bill No. 5814

PUBLIC ACT NO. 96-256

AN ACT ADOPTING THE CONNECTICUT REVISED NONSTOCK CORPORATION ACT.

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 Revised Nonstock Corporation Act".

Sec. 2. (NEW) (a) This act shall be so construed as to provide for a general corporate form for the conduct of lawful activities 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 January 1, 1997, of a corporation without capital stock formed under the laws of this state, whether general law or special act, prior to said date, contains any provision contrary to, inconsistent with or in addition to any provision of this act, but which provision was permitted to be contained in such certificate pursuant to the provisions of applicable law as in effect prior to January 1, 1997, 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 herewith, except as provided in sections 124, 136, 159 and 160 of this act.

Sec. 3. (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) "Board" or "board of directors" means the group of persons vested with management of the affairs of the corporation irrespective of the name by which such group is designated. (3) "Business corporation" means a corporation with capital stock or shares, incorporated under the laws of this state, whether general law or special act and whether before or after January 1, 1997. (4) "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. (5) "Certificate of incorporation" means the original certificate of incorporation or restated certificate of incorporation, all amendments thereto, and all certificates of merger or consolidation. In the case of a specially chartered corporation, the "certificate of incorporation" means the special charter of the corporation, including any portions of the charters of its predecessor companies which have continuing effect, and any amendments to the charter made by special act or pursuant to general law. In the case of a corporation formed before January 1, 1961, or of a specially chartered corporation, the "certificate of incorporation" includes those portions of any other corporate instruments or resolutions of current application in which are set out provisions of a sort which either (A) are required by this act to be embodied in the certificate of incorporation or (B) are expressly permitted by this act to be operative only if included in the certificate of incorporation. It also includes what were, prior to January 1, 1961, designated at law as agreements of association, articles of incorporation, charters and other such terms. (6) "Class" means all members that under the certificate of incorporation or this act are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the certificate of incorporation or this act to vote generally on the matter are for that purpose a single class. (7) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous. (8) "Corporation" or "domestic corporation" means a corporation without capital stock or shares, which is not a foreign corporation, incorporated under the laws of this state, whether general law or special act and whether before or after January 1, 1997, but shall not include towns, cities, boroughs or any municipal corporation or department thereof. (9) "Deliver" includes 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. (10) "Distribution" means a direct or indirect transfer of money or other property, or incurrence of indebtedness by a corporation to or for the benefit of its members in respect of any of its membership interests, or to or for the benefit of its officers or directors, provided the payment of reasonable compensation for services rendered, the reimbursement of reasonable expenses, the granting of benefits to members in conformity with the corporation's nonprofit purposes and the making of distributions upon dissolution or final liquidation as provided by this act shall not be deemed a distribution. (11) "Document" includes anything delivered to the office of the Secretary of the State for filing under this act. (12) "Effective date of notice" is defined in section 4 of this act. (13) "Entity" includes a corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; business trust, estate, partnership, limited liability company, trust and two or more persons having a joint or common economic interest; and state, United States, or foreign government. (14) "Foreign corporation" means any nonprofit corporation with or without capital stock which is not organized under the laws of this state. (15) "Governmental subdivision" includes authority, county, district and municipality. (16) "Includes" denotes a partial definition. (17) "Individual" includes the estate of an incompetent or deceased individual. (18) "Means" denotes an exhaustive definition. (19) "Member" means a person having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or bylaws. (20) A corporation is "nonprofit" if no distribution may be made to its members, directors or officers. (21) "Notice" is defined in section 4 of this act. (22) "Person" includes individual and entity. (23) "Principal office" of a domestic corporation means the address of the principal office of such corporation in this state, if any, as the same appears in the last annual report, if any, filed by such corporation with the Secretary of the State. If no principal office so appears, the corporation's "principal office" means the address in this state of the corporation's registered agent for service as last shown on the records of the Secretary of the State. In the case of a domestic corporation which has not filed such an annual report or appointment of registered agent for service, the "principal office" means the address of the principal place of affairs of such corporation in this state, if any, and if such corporation has no place of affairs in this state, its "principal office" shall be the office of the Secretary of the State. (24) "Proceeding" includes civil suit and criminal, administrative and investigatory action. (25) "Record date" means the date established under sections 37 to 55, inclusive, of this act on which a corporation determines the identity of its members and their interests 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. (26) "Secretary" means the corporate officer to whom under the bylaws or by the board of directors is delegated responsibility under subsection (c) of section 79 of this act for custody of the minutes of the meetings of the board of directors and of the members and for authenticating records of the corporation. (27) "Secretary of the State" means the Secretary of the State of Connecticut. (28) "State", when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States. (29) "Transmitted by electronic means" means any process of communication not involving principally the physical transfer of paper. (30) "United States" includes any district, authority, bureau, commission, department and other agency of the United States.

Sec. 4. (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 member, 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 member's address shown in the corporation's current record of members, (2) when transmitted by facsimile or other electronic means if transmitted to the member in the manner authorized by the member for purposes of facsimile or electronic transmission, as the case may be.

(d) Written notice to a domestic or foreign corporation authorized to conduct affairs in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(e) Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed 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 the certificate of incorporation or bylaw prescribes 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 members or directors, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included, in the absence of a contrary provision.

Sec. 5. (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 6 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.

(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. 6. (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 conduct affairs 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. 7. (NEW) (a) Except as provided in subsection (b) of this section and subsection (c) of section 8 of this act, a document accepted for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of the State's date and time endorsement on the original document or, when the document is 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, other than the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation, may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.

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 a certificate of correction that (A) describes the document, including its filing date, or attaches a copy of it to the certificate, (B) specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and (C) corrects the incorrect statement or defective execution; and (2) by delivering the certificate of correction to the Secretary of the State for filing.

(c) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a certificate of correction is effective when filed.

Sec. 9. (NEW) (a) If a document delivered to the office of the Secretary of the State for filing satisfies the requirements of section 5 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 34 and 148 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) The issuance of a certificate of existence or a certificate of authorization shall be conclusive evidence that such corporation's most recent annual report required by section 159 of this act has been delivered to the Secretary of the State and that a certificate of dissolution or a certificate of withdrawal has not been filed with respect to such corporation.

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-157b of the general statutes.

Sec. 14. (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 a certificate of incorporation, including appointment of registered agent, ten dollars; (2) filing change of address of registered agent or change of registered agent, ten dollars; (3) filing notice of resignation of registered agent in duplicate, ten dollars; (4) filing certificate of amendment to certificate of incorporation, ten dollars; (5) filing restated certificate of incorporation, ten dollars; (6) filing certificate of merger or consolidation, ten dollars for each constituent domestic and foreign corporation; (7) filing certificate of abandonment of merger or consolidation, ten dollars for each constituent domestic and foreign corporation; (8) filing certificate of surrender of special charter and adoption of certificate of incorporation, ten dollars; (9) filing certificate of dissolution by resolution, ten dollars; (10) filing certificate of dissolution by expiration, ten dollars; (11) filing judicial decree of dissolution, ten dollars; (12) filing biennial report, twenty dollars or, on and after October 1, 1993, twenty-five dollars; filing annual report, twenty-five dollars; (13) filing application of foreign corporation for certificate of authority to conduct affairs in this state and issuing certificate of authority, twenty dollars; (14) filing application of foreign corporation for amended certificate of authority to conduct affairs in this state and issuing amended certificate of authority, twenty dollars; (15) filing application for withdrawal of foreign corporation and issuing certificate of withdrawal, twenty dollars; (16) filing notice that a director or directors, or officer or officers, or both, have ceased to be in office, ten dollars; (17) filing notice that a director or directors, or officer or officers, or both, have been elected or appointed, ten dollars; and (18) filing certificate of reinstatement, including appointment of registered agent, fifty-five dollars.

(b) The Secretary of the State shall charge and collect the following miscellaneous charges and remit them to the Treasurer for the use of the state: (1) At the time of any service of process on the Secretary of the State as registered agent of a corporation, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action, the plaintiff in the process so served shall pay twenty-five dollars; (2) for preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a corporation: (A) For each copy of each such document thereof regardless of the number of pages, twenty dollars; (B) for affixing the official seal thereto, five dollars; (3) for preparing and furnishing his certificate of good standing, twenty dollars; (4) for preparing and furnishing his certificate of good standing, which certificate may reflect any and all changes of corporate name and the date or dates of filing thereof, forty dollars; (5) for preparing and furnishing his certificate of good standing reflecting certificates affecting fundamental changes to a certificate of incorporation and the date or dates of filing thereof, sixty dollars; and (6) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will, in his judgment, cover the cost of the services provided.

(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.

Sec. 15. (NEW) A corporation shall pay and the Secretary of the State shall charge and collect from such corporation a franchise tax of thirty dollars when it files its certificate of incorporation.

Sec. 16. (NEW) The Secretary of the State has the power reasonably necessary to perform the duties required of him by this act.

Sec. 17. (NEW) The Secretary of the State may adopt regulations in accordance with the provisions of chapter 54 of the general statutes governing the filing with and delivery of documents to the office of the Secretary of the State under this act by electronic means, including facsimile and computer transmission.

Sec. 18. (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. 19. (NEW) One or more persons may act as the incorporator or incorporators of a corporation by delivering a certificate of incorporation to the Secretary of the State for filing.

Sec. 20. (NEW) (a) The certificate of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 30 of this act; (2) a statement that the corporation is nonprofit and that the corporation shall not have or issue shares of stock or make distributions; (3) whether the corporation is to have members and, if it is to have members, the provisions which under section 37 of this act are required to be set forth in the certificate of incorporation; (4) the street address of the corporation's initial registered office and the name of its initial registered agent at that office; (5) the name and address of each incorporator; and (6) the nature of the activities to be conducted or the purposes to be promoted or carried out, except that it shall be sufficient to state, either alone or with other activities or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be formed under this act, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any.

(b) The certificate of incorporation may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (A) Managing and regulating the affairs of the corporation; or (B) defining, limiting and regulating the powers of the corporation, its board of directors and members or any class of members; (3) any provision that under 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 members for monetary damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the corporation during the year of the violation if such breach did not (A) involve a knowing and culpable violation of law by the director, (B) enable the director or an associate, as defined in section 33-840, to receive an improper personal economic gain, (C) show a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, or (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation.

(c) The certificate of incorporation need not set forth any of the corporate powers enumerated in this act.

Sec. 21. (NEW) (a) The corporate existence begins when the certificate of incorporation is filed.

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

Sec. 22. (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. 23. (NEW) (a)(1) If initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting; (2) if initial directors are not named in the certificate, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) to elect a board of directors who shall complete the organization of the corporation.

(b) Action required or permitted by 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.

(d) If an organizational meeting is held in accordance with this section, before the filing of the certificate of incorporation, action taken thereat shall not be impaired by the fact that corporate existence had not begun.

Sec. 24. (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 and regulating the affairs of the corporation that is not inconsistent with law or the certificate of incorporation.

Sec. 25. (NEW) (a) Unless the certificate of incorporation provides otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, 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. 26. (NEW) (a) A corporation may be formed under this act for the conduct of any affairs or the promotion of any purpose which may be lawfully carried on by a corporation except that of a bank and trust company, savings bank or savings and loan association, provided where, by any other section or sections of the general statutes, provision is made for the formation of a designated class or classes of corporations, such corporations shall be formed under said section or sections and not under this act.

(b) No corporation formed under this act shall, or shall have power to, transact in this state the business of an insurance company or a surety or indemnity company, railroad company, telegraph company, gas, electric light or water company, or of any company requiring the right to take and condemn lands or to occupy the public highways of this state.

(c) Nothing in this act shall be construed to authorize a corporation formed under this act to conduct any affairs except in compliance with any laws of this state regulating or otherwise applying to the same. The provisions of this act 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.

(d) Nothing in this section shall prohibit the formation of a corporation under this act for the conduct of any affairs or for the promotion of any purpose in any other state if not prohibited by the laws thereof.

(e) Except as otherwise provided in section 38a-153 of the general statutes, nothing in this act, other than the provisions of section 27 of this act, shall be construed to apply to any corporation incorporated under any provision of the special acts, other than a savings bank, which is or may be authorized to transact in this state the business of an insurance company.

Sec. 27. (NEW) Unless its certificate of incorporation provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation power: (1) To sue and be sued, complain and defend in its corporate name; (2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) To make and amend bylaws, not inconsistent with its certificate of incorporation or with the laws of this state, for managing 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, including the power to take property of any description or any interest therein by gift, devise or bequest; (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, 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 activities, 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 and fix their compensation; (12) To pay pensions and establish pension plans, pension trusts, and other benefit or incentive plans for any or all of its current or former directors, officers, employees and agents; (13) To make donations not inconsistent with law for the public welfare or for charitable, scientific or educational purposes and for other purposes that further the corporate interest; (14) To transact any lawful activity that will aid government policy; (15) To impose or levy fines, penalties, dues, assessments, admission and transfer fees upon its members; (16) To establish conditions for admission of members, admit members and issue memberships and certificates evidencing membership; (17) To carry on one or more businesses; (18) To make payments or donations, or do any other act, not inconsistent with law, that furthers the activities and affairs of the corporation; and (19) To enter into any arrangement with others for any union of interest with respect to any activities which the corporation has power to conduct by itself, even if such arrangement involves sharing or delegation of control of such activities with or to others.

Sec. 28. (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 subsections (a), (b) and (c) of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

(e) In time of war or other national or local emergency a corporation shall have power to conduct any lawful affairs in aid thereof, notwithstanding the activities or purposes set forth in its certificate of incorporation, at the request or direction of any apparently authorized governmental authority.

Sec. 29. (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 member or director 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 to dissolve the corporation or to enjoin the corporation from the conduct of unauthorized affairs.

(c) In a member's or director'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 the enjoining of the unauthorized act.

(d) The Attorney General may, upon his own information or upon complaint of an interested party, bring an action in the name of the state to restrain any person from purporting to have, or exercising, corporate powers not granted.

Sec. 30. (NEW) (a) The name of each corporation formed after January 1, 1961: (1) Shall contain the word "corporation", "incorporated" or "company", or the abbreviation "corp.", "inc." or "co.", 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 26 of this act and its certificate of incorporation.

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

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

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

(e) This act does not control the use of fictitious names.

Sec. 31. (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.

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

Sec. 32. (NEW) (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 144 of this act, if the name is distinguishable upon the records of the Secretary of the State from the names that are not available under subsection (b) of section 30 of this act.

(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 144 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 144 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. 33. (NEW) (a) 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 business corporation; or (C) a foreign corporation or foreign business corporation which has procured a certificate of authority to transact business or conduct affairs in this state.

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

Sec. 34. (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; and (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.

(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. 35. (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 one exact or conformed copy of a statement of resignation. The statement may include a statement that the registered office is also discontinued.

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

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

Sec. 36. (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. Service may be effected by leaving a true and attested copy of the process, notice or demand with such agent or, in the case of an agent who is a natural person, by leaving it at such agent's usual place of abode in this state.

(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by 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. 37. (NEW) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes shall be set forth in the certificate of incorporation and the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the certificate of incorporation or bylaws. If the corporation has no members, or only members not entitled to vote, that fact shall be set forth in the certificate of incorporation and the corporation shall operate under the management of its board of directors. A corporation may issue certificates evidencing membership therein.

Sec. 38. (NEW) (a) Membership shall be governed by such rules of admission, retention, withdrawal and expulsion as the bylaws shall prescribe, provided all such bylaws shall be reasonable, germane to the purposes of the corporation, and equally enforced as to all members.

(b) Unless otherwise provided in the certificate of incorporation or the bylaws, another entity, foreign or domestic, may become a member of a corporation.

(c) Membership may be limited to persons who are members in good standing of another corporation, organization or association, if so provided in the certificate of incorporation. If membership is so limited, the certificate of incorporation may provide that failure on the part of any such member to keep in such good standing in such other corporation, organization or association shall be sufficient cause for expulsion.

(d) Unless otherwise provided in the certificate of incorporation or bylaws, a member may not voluntarily or involuntarily transfer his membership or any rights arising therefrom.

(e) Unless otherwise provided in the certificate of incorporation or bylaws, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all rights and privileges of the member in the corporation and its property shall cease.

Sec. 39. (NEW) (a) A corporation may impose fines or penalties on members if provided in bylaws duly adopted by a two-thirds vote of members entitled to vote and, if the fine or penalty applies to members not entitled to vote, by a two-thirds vote as a class of such members not otherwise entitled to vote. Such fine or penalty shall not exceed the higher of the (1) annual dues or assessment or (2) initiation fee, if any.

(b) A corporation may levy dues or assessments against members if provided in a bylaw provision duly adopted (1) by the affirmative vote of at least two-thirds of the members of each class of members, voting as a class, to which the levy applies, even though any such class of members is not otherwise entitled to vote, or (2) by the directors if the directors are authorized to do so by a bylaw provision adopted by the affirmative vote of at least two-thirds of the members of each class of members, voting as a class, to which a levy may apply, even though any such class of members is not otherwise entitled to vote.

(c) For purposes of this section, the corporation's initial bylaws adopted by (1) the incorporators or (2) the board of directors shall be deemed to have been adopted by all the members entitled to vote thereon, if any.

Sec. 40. (NEW) (a) A member of a corporation shall not be liable to the corporation or its creditors with respect to such membership except for the obligation to pay in full any fines or penalties duly imposed against him and any dues and assessments levied against him to which he has assented or imposed or levied against him in accordance with the provisions of section 39 of the act.

(b) Any member who receives any distribution of income or assets from a corporation in violation of this act or of the certificate of incorporation, whether by dividend, in liquidation or otherwise, and who accepted or received such distribution knowing it to be improper, shall be liable for the amount so received: (1) To any creditors existing at the time of such distribution who shall obtain a judgment against such corporation on which execution shall be returned unsatisfied; and (2) to the corporation.

Sec. 41. (NEW) (a) A corporation that has members entitled to vote for the election of directors shall hold a meeting of such members annually at a time stated in or fixed in accordance with the bylaws.

(b) Annual meetings of members 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) A corporation that has members entitled to vote may hold regular meetings of such members in or out of this state at the places and times stated in or fixed in accordance with the bylaws.

(d) The failure to hold an annual or regular 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. 42. (NEW) (a) A corporation that has members entitled to vote, shall hold a special meeting of members entitled to vote at the meeting: (1) On call of its board of directors or the person or persons authorized to do so by the certificate of incorporation or the bylaws; or (2) if the holders of at least five per cent, or such other number or proportion as shall be provided in the bylaws, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. If the secretary shall not, within fifteen days after receipt of such members' request, so call such meeting, such members may call the meeting.

(b) If not otherwise fixed under section 43 or 47 of this act, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.

(c) Special meetings of members 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 45 of this act may be conducted at a special meeting of members.

Sec. 43. (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 member entitled to vote at 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 member who signed a demand for a special meeting valid under section 42 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 members entitled to vote at the meeting, specify a record date for determining members 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. 44. (NEW) (a) Any action which, under any provision of this act, may be taken at a meeting of members may be taken without a meeting 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. The secretary shall file such consent or consents, or certify the tabulation of such consents and file such certificate, with the minutes of the meetings of the members. Any consent or consents which become effective as provided herein shall have the same force and effect as a vote of the members at a meeting duly held, and may be stated as such in any certificate or document filed under this act.

(b) Where directors or officers are to be elected by members or any other action is to be voted upon by members, the certificate of incorporation or bylaws may provide that such elections may be conducted and such actions voted upon by mail in such manner as shall be stated therein. The vote of members, or of the members of any particular class, shall be determined from the total number of members who actually vote by mail, rather than from the total number of members entitled so to vote, unless the certificate of incorporation otherwise provides. A ballot signed under this section shall have the same force and effect as a vote of the member who signed it at a meeting duly held, and may be stated as such in any certificate or document filed under this act.

(c) If not otherwise fixed under section 43 or 47 of this act, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent or ballot under subsection (a) or (b) of this section.

(d) The absence from the minutes of any indication that a member objected to holding the meeting shall prima facie establish that no such objection was made.

Sec. 45. (NEW) (a) A corporation shall notify members entitled to vote of the date, time and place of each annual, regular and special meeting no fewer than ten nor more than sixty days before the meeting date. Unless this act or the certificate of incorporation requires otherwise, the corporation is required to give notice only to members entitled to vote at the meeting.

(b) Unless this act, the certificate of incorporation or bylaws require otherwise, notice of an annual or regular meeting need not include a description of the purpose or purposes for which the meeting is called, except that, unless stated in a written notice of the meeting, (1) no bylaw may be brought up for adoption, amendment or repeal, and (2) no matter, other than the election of directors at an annual meeting, may be brought up which expressly requires the vote of members pursuant to this act.

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

(d) If not otherwise fixed under section 43 or 47 of this act, the record date for determining members entitled to notice of and to vote at an annual, regular or special meeting is the day before the first notice is delivered to members.

(e) Unless the bylaws require otherwise, if an annual, regular or special meeting of members 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 47 of this act, however, notice of the adjourned meeting must be given under this section to persons who are members entitled to vote as of the new record date.

Sec. 46. (NEW) (a) A member may waive any notice required by this act, the certificate of incorporation or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A member's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the member 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 member objects to considering the matter when it is presented.

Sec. 47. (NEW) (a) The bylaws may fix or provide the manner of fixing the record date for one or more classes of members in order to determine the members entitled to notice of a meeting of members, 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 members.

(c) A determination of members entitled to notice of or to vote at a meeting of members 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. 48. (NEW) (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list shall be arranged by classes of members, if any, and show the address of and number of votes to which each such member is entitled.

(b) The members' list shall be available for inspection by any members entitled to vote at the meeting, 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 member entitled to vote at the meeting or his agent or attorney is entitled on written demand to inspect and, subject to the requirements of subsection (c) of section 154 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 members' list available at the meeting, and any member entitled to vote at the meeting or 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 member entitled to vote at the meeting or his agent or attorney to inspect the members' 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 member, 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 members' list does not affect the validity of action taken at the meeting.

Sec. 49. (NEW) (a) Unless the certificate of incorporation provides otherwise, each member, regardless of class, is entitled to one vote on each matter voted on at a meeting of members. Voting rights of members of any class may be increased, limited or denied by the certificate of incorporation.

(b) Members otherwise entitled to vote, but disqualified from voting for any reason, shall not be considered for the purpose of quorum or of computing the voting power of the corporation or of members of any class.

(c) A corporate member's vote may be cast by the president of the member corporation or by any other officer of such corporation in the absence of express notice of the designation of some other person by the board of directors or bylaws of the member corporation.

Sec. 50. (NEW) (a) Unless the certificate of incorporation or bylaws provide otherwise, a member entitled to vote may vote in person or by proxy.

(b) A member entitled to vote by proxy may appoint a proxy to vote or otherwise act for the member by signing an appointment form, either personally or by his attorney-in-fact.

(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 member.

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

(f) Subject to section 51 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 member making the appointment.

Sec. 51. (NEW) (a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, 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 member.

(b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a member, 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 member if: (1) The member 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 attorney-in-fact, administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of such 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 member 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) Two or more persons are comembers or fiduciaries and the name signed purports to be the name of at least one of such persons and the person signing appears to be acting on behalf of all of such persons.

(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 member.

(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 member for the consequences of the acceptance or rejection.

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

Sec. 52. (NEW) (a) Members entitled to vote on a matter may take action on the matter at a meeting only if a quorum of those members exists with respect to that matter. If there are no members entitled to vote as a separate class, unless this act, the certificate of incorporation or bylaws provide otherwise, the members entitled to vote on the matter who are present at the meeting, either in person or by proxy, if voting by proxy is permitted pursuant to section 50 of this act, constitute a quorum for action on the matter. If there are members entitled to vote on a matter as a separate class, the members entitled to vote as a separate class may take action on the matter at a meeting only if a quorum of that class exists with respect to that matter. Unless this act, the certificate of incorporation or bylaws provide otherwise, the members of a class entitled to vote on the matter who are present at the meeting, either in person or by proxy, if voting by proxy is permitted pursuant to section 50 of this act, constitute a quorum of that class for action on that matter.

(b) Once a member is represented for any purpose at a meeting, the member 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) Where any other section of this act requires for any purpose the vote of a designated proportion of the voting power of members entitled to vote on a matter, or of the members of any particular class entitled to vote thereon as a class, if a quorum exists, action on the matter, other than the election of directors, by such members or by the members of such a class, is approved if the votes cast favoring the action by the members voting or by the members of such a class voting, are in such designated proportion of the total votes cast by such members or by the members of such a class, unless the certificate of incorporation requires a greater vote.

(d) Where subsection (c) is not applicable, if a quorum exists, action on a matter, other than the election of directors, by the members entitled to vote thereon, or by the members of any particular class entitled to vote thereon as a class, is approved if the votes cast by such members voting, or by the members of such class voting, favoring the action exceed the votes cast by such members, or by the members of such a class, opposing the action, unless the certificate of incorporation requires a greater vote.

(e) An amendment of a certificate of incorporation adding, changing or deleting a voting requirement is governed by section 54 of this act. An amendment of a certificate of incorporation or bylaws adding, changing or deleting a quorum requirement is governed by section 54 of this act.

(f) The election of directors is governed by section 55 of this act.

Sec. 53. (NEW) (a) If the certificate of incorporation or this act provide for voting by a single class on a matter, action on that matter is taken when voted upon by that class as provided in section 52 of this act.

(b) If the certificate of incorporation or this act provide for voting by two or more classes on a matter, action on that matter is taken only when voted upon by each of those classes counted separately as provided in section 52 of this act. Action may be taken by one class on a matter even though no action is taken by another class entitled to vote on the matter.

Sec. 54. (NEW) (a) The certificate of incorporation may provide for a greater voting requirement for members, or classes of members, than is provided for by this act. The certificate of incorporation or the bylaws may provide for a greater quorum requirement for members, or classes of members, than is provided by this act.

(b) The certificate of incorporation may, except where expressly prohibited by this act or where such action is required by this act to be unanimous, provide for a lesser voting requirement, but unless expressly permitted by a particular section of this act, not less than a majority of the votes cast by the members, or by the members of a particular class, entitled to vote on the matter.

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

Sec. 55. (NEW) (a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present, or if voting by mail is permitted pursuant to section 44 of this act, in an election in which the total number of members who vote is not less than the number required for a quorum.

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

(c) A statement included in the certificate of incorporation that "all or a designated class of members are entitled to cumulate their votes for directors," or words of similar import, means that the members 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) Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless: (1) The meeting notice states conspicuously that cumulative voting is authorized; (2) a member 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 member gives this notice all other members in the same class participating in the election are entitled to cumulate their votes without giving further notice; or (3) if voting is to be by mail pursuant to section 44 of this act, (A) the bylaws specify how election of directors shall be conducted if members vote cumulatively by mail, (B) the notice of the meeting states conspicuously that cumulative voting is authorized and how the election is to be conducted, and (C) the mail ballot provides for cumulative voting.

Sec. 56. (NEW) (a) Each corporation shall have a board of directors.

(b) All corporate powers shall be exercised by or under the authority of, and the activities, property and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the certificate of incorporation.

Sec. 57. (NEW) (a) The certificate of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the certificate of incorporation or bylaws so prescribe.

(b) The directors and board of directors may be designated by such other names as may be provided in the certificate of incorporation or bylaws.

Sec. 58. (NEW) (a) A board of directors shall consist of three or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws.

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

(c) The initial board of directors shall be designated in the certificate of incorporation or elected at the organizational meeting of the corporation. Thereafter, if the corporation has members entitled to vote for directors, directors shall be elected at the first meeting of the members held for that purpose and at each subsequent annual meeting, except as provided in sections 59, 62 and 67 of this act.

Sec. 59. (NEW) (a) The certificate of incorporation may provide that the entire membership, or a certain class of members, shall constitute the board of directors.

(b) The certificate of incorporation may provide that persons occupying certain positions within or without the corporation shall be ex-officio directors, but, unless otherwise provided in the certificate of incorporation or bylaws, such ex-officio directors shall not be counted in determining a quorum nor shall they be entitled to a vote. An ex-officio director shall continue to be a director so long as he continues to hold the office from which his ex-officio status derives, and shall cease to be an ex-officio director immediately and automatically upon ceasing to hold such office, without the need for any action by the corporation, its directors or its members. The provisions of sections 61, 63, 64 and 67 of this act shall not apply to ex-officio directors.

(c) In the cases of (1) corporations without members and (2) corporations without members entitled to vote for directors, the certificate of incorporation may provide for a self-perpetuating board of directors.

Sec. 60. (NEW) If the certificate of incorporation authorizes classes of members, the certificate may also authorize the election of all or a specified number of directors by members in one or more authorized classes of members.

Sec. 61. (NEW) (a) The terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected or, in the case of a corporation without members entitled to vote for directors, at the first annual meeting of the board of directors, unless their terms are staggered pursuant to section 62 of this act.

(b) The terms of all other directors expire at the next annual meeting of members or directors, as the case may be, following their election unless their terms are staggered under section 62 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 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. 62. (NEW) (a) The certificate of incorporation may provide for staggering the terms of directors, other than ex-officio directors, by dividing the total number of directors, other than ex-officio 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 meeting of members or, in the case of a corporation without members entitled to vote for directors, at the first annual meeting of the board of directors, after their election, the terms of the second group expire at the second such annual meeting of members or directors after their election, the terms of the third group, if any, expire at the third such annual meeting of members or directors after their election, the terms of the fourth group, if any, expire at the fourth such annual meeting of members or directors after their election, and the terms of the fifth group, if any, expire at the fifth such annual meeting of members or directors after their election. At each such annual meeting 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 55 of this act, this section shall apply only if there are at least three directors in each group.

Sec. 63. (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. 64. (NEW) (a) The members entitled to vote for the election of directors or, if there are no such members, the directors, may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause.

(b) If a director is elected by a class of members only the members of that class 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 members entitled to vote for directors or, if there are no such members, the directors, 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. 65. (NEW) (a) Upon application of any member, director or person aggrieved, the superior court for the judicial district where the principal office of the corporation is located, or any judge thereof, shall forthwith hear and determine the validity of any election or appointment of any director or officer of a corporation and the right of any person to hold such office, and, if any such office is claimed by more than one person, determine the person entitled thereto, and to that end shall determine the voting and other rights of persons claiming the same in respect of such election or appointment, and confirm the election or appointment, order a new election as provided in section 43 of this act or direct other relief as may be just and proper.

(b) In any such application, service upon the person whose title to office is contested and upon the person, if any, claiming such office may, in addition to any other lawful manner of service, be made upon the registered agent of the corporation. The officer or other proper person directed to make such service shall deposit in the United States mails, by registered or certified mail, postage prepaid, a true and attested copy of the process, notice or demand, together with a statement by such officer or person making service that service is being made pursuant to this section, addressed to such person at the residence address thereof as the same appears on the records of the Secretary of the State, or, if no such address appears, at the address thereof last known to the party desiring to make such service.

(c) The corporation shall be made a party to any proceeding under this section and the court shall have power to enforce the production of any books, papers and records thereof relating to the issue. The court may make such further or other orders respecting service or notice of such application as it deems proper under the circumstances.

Sec. 66. (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 members holding at least ten per cent of the voting power 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 serving on the board for a period prescribed by the court.

(c) If members commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant.

Sec. 67. (NEW) (a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The members entitled to vote for directors 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 class of members, only the members of that class are entitled to vote to fill the vacancy if it is filled by members entitled to vote for directors.

(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 63 of this act or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(d) If the board of directors ceases to exist and there are no members having the right to vote for the election of directors, members without such vote shall thereupon be entitled to elect a new board of directors.

Sec. 68. (NEW) Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors, including reasonable allowance for expenses actually incurred in connection with their duties.

Sec. 69. (NEW) (a) The board of directors may hold regular or special meetings in or out of this state.

(b) Unless the certificate 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. 70. (NEW) (a) The superior court for the judicial district where a corporation's principal office in this state is located may summarily order a meeting of the board of directors to be held: (1) On application of any director of the corporation if no meeting of the board of directors has been held for a period of twelve months or more; or (2) on application of a director who signed a demand for a special meeting valid under the bylaws 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 directors entitled to participate in 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. 71. (NEW) (a) Unless the certificate 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. 72. (NEW) (a) Unless the certificate 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, except that, unless stated in a written notice of the meeting, no bylaw may be brought up for adoption, amendment or repeal.

(b) Unless the certificate 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. Unless this act, the certificate of incorporation or bylaws require otherwise, notice of a special meeting need not include a description of the purpose or purposes for which the meeting is called, except that, unless stated in a written notice of the meeting, no bylaw may be brought up for adoption, amendment or repeal.

Sec. 73. (NEW) (a) A director may waive any notice required by this act, the certificate of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.

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

Sec. 74. (NEW) (a) Unless the certificate 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 certificate of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this section, but not less than two.

(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 this act, the certificate 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. 75. (NEW) (a) Unless the certificate 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 directors, who serve at the pleasure of the board of directors.

(b) The creation of a committee and appointment of directors to it shall be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the certificate of incorporation or bylaws to take action under section 74 of this act.

(c) Sections 69 to 74, 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 directors as well.

(d) To the extent specified by the board of directors or in the certificate of incorporation or bylaws, each committee may exercise the authority of the board of directors under section 56 of this act.

(e) A committee may not, however: (1) Approve or recommend to members action that this act requires be approved by members; (2) fill vacancies on the board of directors or on any of its committees; (3) amend the certificate of incorporation; (4) adopt, amend or repeal bylaws; or (5) approve a plan of merger, approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of a corporation, other than in the usual and regular course of affairs of the corporation, or approve a proposal to dissolve.

(f) 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 76 of this act.

Sec. 76. (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) 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. 77. (NEW) (a) A director who votes for or assents to a distribution made in violation of this act or the certificate of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this act or the certificate of incorporation if it is established that he did not perform his duties in compliance with section 76 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 recipient for the amount the recipient accepted knowing the distribution was made in violation of this act or the certificate of incorporation.

(c) A proceeding under this section is barred unless it is commenced within three years after the date on which the distribution was made.

(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 71 of this act.

Sec. 78. (NEW) Directors who vote for or assent to the making of a loan to an officer or to a director of a corporation, or any officer or officers participating in the making of such loan, which loan is neither made in the usual course of the corporation's affairs nor made primarily for a legitimate purpose of the corporation, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.

Sec. 79. (NEW) (a) A corporation has the officers described in its bylaws. Officers shall be appointed or elected at such time and in such manner as may be prescribed by the bylaws and, in the absence of applicable bylaws, shall be appointed by the directors.

(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 members' meetings and for authenticating records of the corporation.

(d) The same individual may simultaneously hold more than one office in a corporation.

Sec. 80. (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. 81. (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. 82. (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. 83. (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. 84. (NEW) As used in sections 84 to 92, 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 90 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. 85. (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 600 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, except to the extent that the certificate of incorporation expressly provides otherwise, provide its directors with the full amount of indemnification that the corporation is permitted to provide to such directors pursuant to this section as limited by the provisions of section 89 of this act.

(g) Notwithstanding any other provision of this section, a corporation which is a "private foundation" as defined in Section 509 of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, shall not, during the period it is such a private foundation, indemnify any person if such indemnity or its carrying out will constitute a violation of any provision of section 33-281b of the general statutes or any substantially like provision which may be contained in the certificate of incorporation.

Sec. 86. (NEW) Unless limited by its certificate 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. 87. (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 85 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 84 to 92, 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 89 of this act.

Sec. 88. (NEW) Unless a corporation's certificate of incorporation provides 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 indemnification under section 86 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 85 of this act or was adjudged liable as described in subsection (d) of said section, but if he was adjudged so liable his indemnification is limited to reasonable expenses incurred.

Sec. 89. (NEW) (a) A corporation may not indemnify a director under section 85 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 said section.

(b) The determination shall be made: (1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) If a quorum cannot be obtained under subdivision (1) of this subsection, by majority vote of a committee duly designated by the board of directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding; (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 subsection (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 members entitled to vote to elect directors, but any such members who are also directors who are at the time parties to the proceeding may not vote on the determination.

(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, 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. 90. (NEW) Unless a corporation's certificate of incorporation provides otherwise: (1) An officer who is not a director is entitled to mandatory indemnification under section 86 of this act, and is entitled to apply for court-ordered indemnification under section 88 of this act, in each case to the same extent as a director; (2) The corporation may indemnify and advance expenses under sections 85 to 93, 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) Notwithstanding subdivision (4) of this section, a corporation may also indemnify and advance expenses to an officer, employee or agent who is not a director to the extent, consistent with public policy, that may be provided by contract, its certificate of incorporation, bylaws or general or specific action of its board of directors, each of which may delegate to its general counsel or other specified officer or officers the ability to authorize such indemnification and the responsibility to determine whether any conditions to such indemnification or advance of expenses have been established; and (4) A corporation which was incorporated under the laws of this state, whether under chapter 600 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify and advance expenses under sections 84 to 92, 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 85 of this act, as limited by section 89 of this act, and for this purpose the determination required by section 89 of this act may in addition be made by the general counsel of the corporation, or such other or additional officer or officers as the board of directors may specify.

Sec. 91. (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 85 or 86 of this act.

Sec. 92. (NEW) (a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its certificate of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with sections 84 to 92, inclusive, of this act. If the certificate of incorporation limits indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the certificate.

(b) Sections 84 to 92, 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. 93. (NEW) As used in sections 93 to 96, 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 subdivision or an entity that is controlled by, or is under common control with, one or more of the entities specified in subparagraph (B)(i) of this subdivision; or (iii) an individual who is a general partner, principal or employer of the director. (2) "Director's conflicting interest transaction" with respect to a corporation means a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, respecting which a director of the corporation has a conflicting interest. (3) "Related person" of a director means (A) the spouse, 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. 94. (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 member or director 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 member or director 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 95 of this act; (2) members' action respecting the transaction was at any time taken in compliance with section 96 of this act; or (3) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.

Sec. 95. (NEW) (a) Directors' action respecting a transaction is effective for purposes of subdivision (1) of subsection (b) of section 94 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 committee members are qualified directors, and (2) committee 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 93 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 93 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. 96. (NEW) (a) Members' action respecting a transaction is effective for purposes of subdivision (2) of subsection (b) of section 94 of this act if a majority of the votes cast by the members entitled to vote were cast in favor of the transaction after (1) notice to members entitled to vote 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 members who voted on the transaction, to the extent the information was not known by them.

(b) For purposes of this section, members entitled to vote with respect to a director's conflicting interest transaction means any members entitled to vote except members entitled to vote that, to the knowledge, before the vote, of the secretary or other officer or agent of the corporation authorized to tabulate votes, are directors, or controlled by directors, who have a conflicting interest respecting the transaction or by a related person or the director, or both.

(c) The members entitled to vote present in person, or by proxy if voting by proxy is permitted, or voting by ballot if voting by ballot is permitted, constitute a quorum for purposes of action that complies with this section, unless the certificate of incorporation or bylaws require a greater number. Subject to the provisions of subsections (d) and (e) of this section, members' action that otherwise complies with this section is not affected by the presence of members, or the vote of members, that are not members entitled to vote.

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

(e) If a members' 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 94 of this act, take such action respecting the transaction and the director and give such effect, if any, to the members' vote, as it considers appropriate in the circumstances.

Sec. 97. (NEW) (a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation or to delete a provision not required in the certificate of incorporation. Whether a provision is required or permitted in the certificate of incorporation is determined as of the effective date of the amendment.

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

Sec. 98. (NEW) (a) Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's certificate of incorporation without member 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 the corporate name by substituting the word "corporation," "incorporated" or "company," or the abbreviation "corp.", "inc." or "co.", for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or (5) to make any other change expressly permitted by this act to be made without member action.

Sec. 99. (NEW) (a) A corporation's board of directors may propose one or more amendments to the certificate of incorporation for submission to those members who are entitled to vote thereon, if any.

(b) For the amendment to be adopted: (1) The board of directors must approve the amendment; (2) the board of directors must recommend the amendment to the members entitled to vote on the amendment, if any, 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 members entitled to vote on the amendment with the submission of the amendment; and (3) the members entitled to vote on the amendment must approve the amendment, either before or after the actions required in subdivisions (1) and (2) of this subsection, 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 member entitled to vote on the amendment, if any, of the proposed meeting of members in accordance with section 45 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 certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by class of members, the amendment to be adopted must be approved by: (1) If no class of members is entitled to vote separately on the amendment as a class, at least two-thirds of the votes cast by the members entitled to vote thereon, and (2) if any class of members is entitled to vote on the amendment separately as a class, at least two-thirds of the votes cast by the members of each such class.

(f) If the corporation has no members, or no members entitled to vote, the proposed amendment shall be adopted by vote of at least two-thirds of the directors present at a meeting of the board of directors at which a quorum is present.

Sec. 100. (NEW) If a corporation has no members entitled to vote on the proposed amendment to the certificate of incorporation, the incorporators may, at any time and from time to time, before the corporation has directors amend the certificate of incorporation by resolution adopted by a vote of at least two-thirds of the incorporators.

Sec. 101. (NEW) A corporation amending its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of amendment setting forth: (1) The name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment's adoption; (4) a statement that the amendment was approved by the board of directors as required under section 99 of this act or, if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of either (A) the incorporators, if the vote was before the corporation had directors, or (B) the board of directors, in either case in accordance with section 100 of this act; (5) if approval by members was required: (A) The designation of each class of members entitled to vote separately on the amendment, and (B) the total number of votes cast for and against the amendment by each class of members entitled to vote separately on the amendment and a statement that the number cast for the amendment by each class was sufficient for approval by that class.

Sec. 102. (NEW) (a) A corporation's board of directors may restate its certificate of incorporation at any time with or without member action.

(b) The restatement may include one or more amendments to the certificate. If the restatement includes an amendment requiring member approval, it must be adopted as provided in section 99 of this act. If the restatement includes an amendment which does not require member approval, it must be adopted as provided in section 98 or 100 of this act, as the case may be.

(c) If the board of directors submits a restatement for member action, the corporation shall notify each member entitled to vote on the proposed amendment of the proposed members' meeting in accordance with section 45 of this act. The notice of meeting 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 certificate.

(d) A corporation restating its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with a certificate setting forth: (1) Whether the restatement contains an amendment to the certificate of incorporation requiring member approval and, if it does not, that the board of directors, or the incorporators before the corporation has directors, adopted the restatement; or (2) if the restatement contains an amendment to the certificate requiring member approval, the information required by section 101 of this act.

(e) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.

(f) The Secretary of the State may certify a restated certificate of incorporation, as the certificate of incorporation currently in effect, without including the certificate information required by subsection (d) of this section.

Sec. 103. (NEW) (a) A corporation's certificate of incorporation may be amended without action by the board of directors or the members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the certificate of incorporation after amendment contains only provisions required or permitted by section 20 of this act.

(b) The individual or individuals designated by the court shall deliver to the Secretary of the State for filing a certificate of amendment setting forth: (1) The name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the certificate of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal law.

(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

Sec. 104. (NEW) An amendment to a certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than members 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. 105. (NEW) (a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The certificate of incorporation or this act reserves this power exclusively to the members in whole or in part; or (2) the members in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(b) If a corporation has members who have the right under the certificate of incorporation to vote on amendments to the corporation's bylaws, such members may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.

Sec. 106. (NEW) (a) If authorized by the certificate of incorporation, the members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members or classes of members than is required by this act. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum requirement for members must meet the same quorum requirement and be adopted by the same vote and classes of members 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 members under subsection (a) of this section may not be adopted, amended or repealed by the board of directors.

Sec. 107. (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 members, only by the members; (2) if originally adopted by the board of directors, either by the members or by the board of directors.

(b) A bylaw adopted or amended by the members 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 members 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. 108. (NEW) (a) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its members, if required by section 109 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) if the memberships, if any, of any corporation are to be converted into memberships of the surviving corporation, the manner and basis of doing so.

(c) The plan of merger may set forth: (1) Amendments to the certificate of incorporation of the surviving corporation; and (2) other provisions relating to the merger.

Sec. 109. (NEW) (a) After adopting a plan of merger, the board of directors of each corporation party to the merger shall submit the plan of merger, except as provided in subsection (f) of this section, for approval by those members who are entitled to vote on such plan, if any.

(b) For a plan of merger to be approved: (1) The board of directors must approve the plan of merger; (2) the board of directors must recommend the plan of merger to the members entitled to vote on the plan of merger, if any, 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 members entitled to vote on the plan of merger with the submission of the plan; and (3) the members entitled to vote on the plan must approve the plan, either before or after the actions required in subdivisions (1) and (2) of this subsection, as provided in subsection (e) of this section.

(c) The board of directors may condition its submission of the proposed merger on any basis.

(d) The corporation shall notify each member, entitled to vote on the plan, if any, of the proposed members' meeting in accordance with section 45 of this act. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan.

(e) Unless this act, the certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by class of members, the plan of merger to be adopted must be approved by: (1) If no class of members is entitled to vote separately on the plan as a class, at least two-thirds of the votes cast by the members entitled to vote thereon; and (2) if any class of members is entitled to vote on the plan separately as a class, at least two-thirds of the votes cast by the members of each such class.

(f) Separate voting by class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to a certificate of incorporation, would require action by one or more separate classes of members on the proposed amendment under the certificate of incorporation of the corporation.

(g) If (1), in the case of the surviving corporation, a plan of merger contains any provision which, if contained in a proposed amendment to its certificate of incorporation would require a greater vote than, or additional vote to, that otherwise required to approve the plan of merger, or if (2), in the case of any terminating corporation, a sale of all or substantially all assets, or dissolution, would under the circumstances require a greater vote than, or additional vote to, that otherwise required to approve the plan of merger, approval of the plan of merger by such corporation shall require such greater or additional vote.

(h) Action by the members of the surviving corporation on a plan of merger is not required if: (1) The certificate of incorporation of the surviving corporation will not differ, except for amendments enumerated in section 98 of this act, from its certificate of incorporation before the merger; and (2) each member of the surviving corporation immediately before the effective date of the merger will be a member with identical designations, qualifications, privileges and rights immediately after.

(i) After a merger is authorized, and at any time before the certificate of merger is filed, the planned merger may be abandoned, subject to any contractual rights, without further member action, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.

(j) If any merging corporation has no members, or no members entitled to vote thereon, a plan of merger shall be adopted by the board of directors.

Sec. 110. (NEW) (a) After a plan of merger is approved as required by section 109 of this act, the surviving corporation shall deliver to the Secretary of the State for filing a certificate of merger setting forth: (1) The plan of merger; (2) a statement to the effect that the plan of merger was adopted by the board of directors of each corporation party to the merger; (3) if member approval was not required, a statement to that effect; (4) if approval of members of one or more corporations party to the merger was required: (A) The designation of each class of members entitled to vote separately on the plan as to each corporation; and (B) the total number of votes cast for and against the plan by each class of members entitled to vote separately on the plan as to each corporation and a statement that the number cast for the plan by each class of members was sufficient for approval by that class.

(b) A merger takes effect upon the effective date of the certificate of merger.

Sec. 111. (NEW) 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 certificate of incorporation of the surviving corporation is amended to the extent provided in the plan of merger; (6) The memberships, if any, of each corporation party to the merger that are to be converted into memberships of the surviving corporation are converted, and the former members in such membership classes are entitled only to the designation, qualifications, privileges and rights of the class of members to which they are converted, as provided in the certificate of incorporation of the surviving corporation as the same may be amended by the plan of merger; and (7) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger, to or for the benefit of any of the merging corporations shall inure to the benefit of the surviving corporation, and so far as is necessary for that purpose, the existence of each merging corporation shall be deemed to continue in and through the surviving or new corporation.

Sec. 112. (NEW) (a) One or more foreign corporations may merge with one or more domestic corporations if:

(1) 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) The foreign corporation complies with section 110 of this act if it is the surviving corporation of the merger; and (3) Each domestic corporation complies with the applicable provisions of sections 108 and 109 of this act and, if it is the surviving corporation of the merger, with section 110 of this act.

(b) Upon the merger taking effect, the surviving foreign corporation of a merger is deemed 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 members of each domestic corporation party to the merger.

Sec. 113. (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 affairs of the corporation; (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 affairs of the corporation; or (3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation or of which the corporation is the sole member, or to a corporation which is the sole member of the corporation.

(b) Unless the certificate of incorporation requires it, approval by the members of a transaction described in subsection (a) is not required.

Sec. 114. (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 affairs of the corporation on the terms and conditions and for the consideration determined by the corporation's board of directors, and if the corporation has members entitled to vote on the transaction, if the board of directors proposes and such members approve the proposed transaction.

(b) For the proposed transaction to be approved: (1) The board of directors must approve the transaction; (2) the board of directors must recommend the proposed transaction to the members entitled to vote on the transaction, if any, 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 members entitled to vote on the transaction with the submission of the proposed transaction; and (3) the members entitled to vote must approve the transaction, either before or after the actions required in subdivisions (1) and (2) of this subsection, as provided in subsection (e) of this section.

(c) The board of directors may condition its submission of the proposed transaction on any basis.

(d) The corporation shall notify each member entitled to vote on the proposed transaction, if any, of the proposed members' meeting in accordance with section 45 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 this act, the certificate of incorporation or the board of directors, acting pursuant to subsection (c) of this section, require a greater vote or a vote by classes of members, the transaction to be authorized must be approved by: (1) If no class of members is entitled to vote separately on the transaction as a class, at least two-thirds of the votes cast by the members entitled to vote thereon, and (2) if any class of members is entitled to vote on the transaction separately as a class, at least two-thirds of the votes cast by the members of each such class.

(f) After a sale, lease, exchange or other disposition of property is authorized, the transaction nevertheless may be abandoned, subject to any contractual rights, without further member action.

(g) If the corporation has no members, or no members entitled to vote thereon, a transaction described in this section shall be approved by the board of directors.

Sec. 115. (NEW) A majority of the initial directors or, if the initial directors have not been appointed, two-thirds of the incorporators, of a corporation that has no member entitled to vote upon dissolution, and that has not commenced the activities for which it was incorporated, may dissolve the corporation by delivering to the Secretary of the State for filing a certificate of dissolution that sets forth: (1) The name of the corporation; (2) that the corporation has no member entitled to vote; (3) that the corporation has not commenced the activities for which it was incorporated; (4) that no debt of the corporation remains unpaid; (5) that the net assets of the corporation remaining after winding up have been distributed as required by this act; and (6) that a majority of the initial directors or, if the initial directors have not been appointed, two-thirds of the incorporators, authorize the dissolution.

Sec. 116. (NEW) (a) A corporation's board of directors may propose dissolution for submission to those members who are entitled to vote thereon, if any.

(b) For a proposal to dissolve to be adopted: (1) The board of directors must approve the dissolution; (2) the board of directors must recommend dissolution to the members entitled to vote on the dissolution, if any, 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 members entitled to vote on the dissolution with the submission of the proposal to dissolve; and (3) the members entitled to vote on dissolution must approve the proposal to dissolve, either before or after the actions required in subdivisions (1) and (2) of this subsection 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 member entitled to vote on dissolution of the proposed members' meeting in accordance with section 45 of this act. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

(e) Unless this act, the certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by classes of members, the proposal to dissolve must be approved by: (1) If no class of members is entitled to vote separately as a class on the proposal to dissolve, at least two-thirds of the votes cast by the members entitled to vote thereon, and (2) if any class of members is entitled to vote separately as a class on the proposal to dissolve, at least two-thirds of the votes cast by the members of each such class.

(f) If the corporation has no members, or no members entitled to vote upon dissolution, dissolution shall be authorized by resolution adopted by the board of directors.

Sec. 117. (NEW) (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date dissolution was authorized; (3) if dissolution was approved by members: (A) The number of votes entitled to be cast on the proposal to dissolve; and (B) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.

(b) If voting by classes of members was required, the information required by subdivision (3) of subsection (a) of this section must be separately provided for each class of members entitled to vote separately on the plan to dissolve.

(c) If the corporation has no members, or only members not entitled to vote, the information required by subdivision (3) of subsection (a) of this section must also include a statement that the corporation has no members, or only members not entitled to vote, that the dissolution was approved by resolution adopted by vote of the board of directors, and a statement of the number of directors required to take such action and the number of votes for the resolution.

(d) A corporation is dissolved upon the effective date of its certificate of dissolution.

Sec. 118. (NEW) (a) A corporation may revoke its dissolution within one hundred and twenty days of its effective date.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless, in the case of a corporation with members entitled to vote on the dissolution, that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member 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 a certificate of revocation of dissolution, together with a copy of its certificate of dissolution, that sets forth: (1) The name of the corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution was authorized; (4) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (5) if the corporation's board of directors revoked a dissolution authorized by members, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization; and (6) if member action was required to revoke the dissolution, the information required by subdivision (3) of subsection (a) or subsection (b) of section 117 of this act.

(d) Revocation of dissolution is effective upon the effective date of the certificate 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 activities as if dissolution had never occurred.

Sec. 119. (NEW) (a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its activities and affairs, including: (1) Adopting a plan providing for the distribution of assets under section 120 of this act; (2) collecting its assets; (3) consistent with the requirements of section 121 of this act and any restrictions imposed upon the property by law, disposing of the corporation's properties that will not be distributed in kind pursuant to the plan for distribution of assets; (4) discharging or making provision for discharging its liabilities; (5) distributing its assets in accordance with sections 120 and 121 of this act; (6) 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 transferable membership interests, if any, although the authorization to dissolve may provide for closing the corporation's membership records; (3) subject its directors or officers to standards of conduct different from those prescribed in sections 56 to 96, inclusive, of this act; (4) change quorum or voting requirements for its board of directors or members; 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; (7) terminate the authority of the registered agent of the corporation; or (8) of itself render the members liable for any liability or other obligations of the corporation or vest title to the property of the corporation in the members.

Sec. 120. (NEW) A plan providing for the distribution of assets, not inconsistent with the provisions of this act, shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which section 121 of this act requires a plan of distribution, in the following manner: (1) Where there are members of any class entitled to vote on dissolution, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote of each class of such members. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each such member in accordance with section 45 of this act. Such plan of distribution shall be adopted upon receiving the approval of at least two-thirds of the votes cast by each class of such members voting as a class. (2) Where there are no members entitled to vote on dissolution, a plan of distribution shall be adopted by resolution of the board of directors, or, if directors have not yet been appointed, by resolution approved by two-thirds of the incorporators.

Sec. 121. (NEW) (a) The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and other obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor; (2) assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; (3) assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in section 120 of this act; (4) other assets, if any, shall be distributed pro rata among the members of the corporation except to the extent that the certificate of incorporation determines the distributive rights of members, or any class or classes of members, or provides for distribution to others; and (5) any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not-for-profit, as may be specified in a plan of distribution adopted as provided in section 120 of this act.

(b) No final liquidating distribution of assets shall be made 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 subsection, the word "tax" means the whole, or any installment 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. 122. (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 and 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.

(e) Nothing in this section shall extend any applicable period of limitation.

Sec. 123. (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 122 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 to the members of the corporation, against a member 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 member's total liability for all claims under this section may not exceed the total amount of assets distributed to him.

(e) Nothing in this section shall extend any applicable period of limitation.

Sec. 124. (NEW) (a) The Secretary of the State may effect the administrative dissolution of a corporation as provided in this section.

(b) Whenever it comes to the attention of the Secretary of the State that a corporation has failed to maintain a registered agent or that such registered agent cannot, with reasonable diligence, be found at the address shown in the records of his office, the Secretary of the State may notify such corporation by registered or certified mail addressed to such corporation at its principal office as last shown on his records that under the provisions of this section the corporation is to be administratively dissolved. Unless the corporation within three months of the mailing of such notice files an appointment of registered agent, the Secretary of the State shall prepare and file in his office a certificate of administrative dissolution stating that the delinquent corporation has been administratively dissolved by reason of its default.

(c) Dissolution shall be effective upon the filing by the Secretary of the State in his office of such certificate of administrative dissolution.

(d) After filing the certificate of administrative dissolution, the Secretary of the State shall: (1) Send a copy thereof to the delinquent corporation, by registered or certified mail, addressed to such corporation at its principal office as last shown on his records, and (2) cause notice of the filing of such certificate of administrative dissolution to be published in two successive issues of the Connecticut Law Journal.

Sec. 125. (NEW) (a) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its activities and affairs under section 119 of this act and notify claimants under sections 122 and 123 of this act.

(b) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

Sec. 126. (NEW) (a) A corporation administratively dissolved under section 124 of this act may apply to the Secretary of the State for reinstatement after the effective date of dissolution. The application must: (1) Recite the name of the corporation; (2) state that the ground or grounds for dissolution either did not exist or have been eliminated; (3) if the name of the corporation to be reinstated is no longer available, be accompanied simultaneously by an amendment of the certificate of incorporation which identifies an available name; and (4) be accompanied by: (A) Payment of all penalties and forfeitures incurred by the corporation and a reinstatement fee; (B) an annual report for the current year; (C) an up-to-date statement or statements from the Commissioner of Revenue Services and the administrator of the unemployment compensation law acting in their respective capacities, showing, to the best of their knowledge and belief, as of the date of such respective statements, either that such corporation has paid all its taxes and contributions or that it was not liable for any taxes or contributions, or that it has made adequate provisions, with such surety as shall be satisfactory to said commissioner and said administrator, for the future payment of any of its unpaid taxes and unpaid contributions as of the date of such respective statements provided, if said commissioner or administrator, as the case may be, does not issue such statement within five weeks of the request therefor, the filing of such statement shall not be required under this subparagraph; and (D) an appointment of a registered agent.

(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 prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement and file the original of the certificate.

(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 activities as if the administrative dissolution had never occurred.

Sec. 127. (NEW) (a) If the Secretary of the State refuses to file the application for reinstatement, he shall return it to the corporation or its representative within five days after the application was delivered, together with a brief written explanation of the reason for his refusal.

(b) The corporation may appeal the refusal of the Secretary of the State to file the application for 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 return of the application. 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 administrative dissolution, the corporation's application for reinstatement and the Secretary of the State's explanation of the reason for his refusal to file the application for reinstatement.

(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. 128. (NEW) (a) 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 a member or a director if it is established that: (A) 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; or (B) the corporate assets are being misapplied or wasted; (2) 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; (3) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or (4) In a proceeding by the Attorney General in proceedings in the nature of quo warranto.

(b) The superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office, is located shall dissolve a corporation: (1) In a proceeding by a member or members having voting power sufficient under the circumstances to dissolve the corporation pursuant to the certificate of incorporation; (2) in a proceeding by a member or a director when it is established that (A) under the provisions of this act or of the certificate of incorporation or bylaws, the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to break the deadlock, or (B) if there are members entitled to vote for the election of directors, such members are deadlocked in voting power for the election of directors and for that reason have been unable at the next preceding annual meeting to agree upon or vote for directors as successors to directors whose term would normally have expired upon the election of their successors.

Sec. 129. (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 128 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 members 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 activities of the corporation until a full hearing can be held.

Sec. 130. (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 activities 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 or business corporation authorized to transact business or conduct affairs 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 accordance with its purposes and in the best interests of its members, if any, 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 members 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. 131. (NEW) (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 128 of this act exist, it may, in the case of the grounds specified in subsection (a) of section 128 of this act, and shall, in the case of the grounds specified in subsection (b) of section 128 of this act, 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 activities and affairs in accordance with section 119 of this act and the notification of claimants in accordance with sections 122 and 123 of this act.

Sec. 132. (NEW) Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited for safekeeping with the State Treasurer or other state official empowered to hold such assets. When the creditor, claimant or member furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or such other state official shall pay him or his representative that amount.

Sec. 133. (NEW) (a) Except as otherwise provided in subsection (e) of section 26 and sections 133 to 138, inclusive, of this act, all provisions of this act shall govern and apply to specially chartered corporations formed before or after January 1, 1997, without need for acceptance thereby.

(b) If the certificate of incorporation as in effect on January 1, 1997, 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 certificate 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 certificate of incorporation of a specially chartered corporation inconsistent herewith except as provided in sections 124, 135, 159 and 160 of this act.

Sec. 134. (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 certificate of incorporation shall be filed but in lieu thereof a copy of the special act shall be filed as provided in the case of a certificate of incorporation; and (3) the thirty-day period referred to in subsection (b) of section 159 of this act as dating from the filing of the certificate of incorporation shall commence with the date of enactment of the special act.

Sec. 135. (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 certificate of incorporation of a specially chartered corporation may be amended by its board of directors or members entitled to vote thereon for the purposes and in the manner provided by this act for corporations incorporated under this act except that its certificate of incorporation as so amended shall not authorize it to conduct any affairs or to conduct its affairs in any area unless either (1) it could be so authorized under section 26 of this act or (2) it was so authorized by its certificate 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 an abbreviation of one of such words may amend its certificate of incorporation pursuant to this subsection without changing its name.

(c) A restated certificate 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, the nature of its affairs, and its special rights, privileges and immunities, recite such provisions.

Sec. 136. (NEW) (a) Any specially chartered corporation may surrender its charter and reincorporate under this act in the manner provided in this section, provided its certificate of incorporation upon effecting reincorporation contains only such provisions as might be lawfully contained in a certificate of incorporation under this act at the time of effecting reincorporation.

(b) The board of directors and members entitled to vote thereon, if any, shall adopt a resolution to such effect and a certificate of incorporation complying with this act, both in the manner provided by section 99 of this act in the case of an amendment of a certificate of incorporation, except that the affirmative vote required shall be at least a majority of the voting power of the members of each class.

(c) A certificate setting forth such resolution and certificate 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 101 of this act in the case of an amendment.

(d) Reincorporation shall take effect as provided in section 5 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. 137. (NEW) Specially chartered corporations incorporated or reincorporated after January 1, 1961, shall pay franchise tax as provided in section 15 of this act.

Sec. 138. (NEW) Except as otherwise provided by special act, any specially chartered beach association may be dissolved in the manner provided in sections 115 to 132, inclusive, of this act.

Sec. 139. (NEW) (a) A foreign corporation may not conduct affairs in this state until it obtains a certificate of authority from the Secretary of the State. No foreign corporation engaged to conduct the affairs of a state bank and trust company, savings bank or building and loan association, railroad company, telegraph company, gas, electric light or water company, or of any company requiring the right to take and condemn lands or to occupy the public highways of this state, and no foreign telephone company, shall conduct in this state affairs authorized by its certificate of incorporation or by the laws of the state under which it was organized, unless empowered so to do by some general or special act of this state, except for the purpose of carrying out and renewing contracts existing upon August 1, 1903. No insurance, surety or indemnity company shall conduct affairs in this state until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41 of the general statutes.

(b) The following activities, among others, do not constitute conducting affairs 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 members or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) selling through independent contractors; (5) 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; (6) creating or acquiring indebtedness, mortgages and security interests in real or personal property; (7) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (8) owning, without more, real or personal property; (9) 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; (10) conducting affairs in interstate commerce.

(c) The list of activities in subsection (b) of this section is not exhaustive.

Sec. 140. (NEW) (a) A foreign corporation conducting affairs 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 conducted affairs in this state without a certificate of authority and the assignee of a cause of action arising out of those affairs may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor corporation 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 a certificate of authority.

(d) A foreign corporation is liable to this state, for the years or parts thereof during which it conducted affairs in this state without a certificate of authority, in an amount equal to (1) all fees and taxes which would have been imposed by law upon such corporation had it duly applied for and received such certificate of authority to conduct affairs in this state, 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 conduct affairs in this state within ninety days after it has begun conducting affairs 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 conducting affairs 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. 141. (NEW) (a) A foreign corporation may apply for a certificate of authority to conduct affairs in this state by delivering an application to the Secretary of the State for filing. The application shall set forth: (1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 144 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. 142. (NEW) (a) A foreign corporation authorized to conduct affairs 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 141 of this act for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.

Sec. 143. (NEW) (a) A certificate of authority authorizes the foreign corporation to which it is issued to conduct affairs 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 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 conduct affairs in this state.

Sec. 144. (NEW) (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 30 of this act, the foreign corporation to obtain or maintain a certificate of authority to conduct affairs in this state: (1) May add the word "corporation", "incorporated" or "company", or the abbreviation "corp.", "inc." or "co.", to its corporate name for use in this state; or (2) may use a fictitious name to conduct affairs in this state if its real name is unavailable and it includes with its application for a certificate of authority a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.

(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 conduct affairs in this state; (2) a corporate name reserved or registered under section 31 or 32 of this act; (3) the fictitious name adopted by another foreign corporation authorized to conduct affairs in this state because its real name is unavailable; (4) the corporate name of a domestic or foreign business corporation incorporated or authorized to transact business in this state; (5) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; (6) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; (7) the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state; and (8) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

(c) A foreign corporation may apply to the Secretary of the State for authorization to use in this state, a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use of the name applied for if: (1) The other corporation, limited partnership, limited liability company, limited liability partnership or other entity 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 entity that is used in this state if the other entity is organized or authorized to conduct affairs in this state and the foreign corporation: (1) Has merged with the other entity; or (2) has been formed by reorganization of the other entity.

(e) If a foreign corporation authorized to conduct affairs in this state changes its corporate name to one that does not satisfy the requirements of section 30 of this act, it may not conduct affairs in this state under the changed name until it adopts a name satisfying the requirements of section 30 of this act and obtains an amended certificate of authority under section 142 of this act.

Sec. 145. (NEW) (a) Each foreign corporation authorized to conduct affairs in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its offices; and (2) a registered agent, who may be: (A) A natural person who is a resident in this state; (B) a domestic corporation or business corporation; or (C) a corporation or business corporation not organized under the laws of this state and which has procured a certificate of authority to conduct affairs in this state.

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

Sec. 146. (NEW) (a) A foreign corporation authorized to conduct affairs in this state may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of change that sets forth: (1) Its name; (2) 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; and (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.

(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. 147. (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. 148. (NEW) (a) The registered agent of a foreign corporation authorized to conduct affairs in this state is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the foreign corporation. Service may be effected by leaving a true and attested copy of the process, notice or demand with such agent or, in the case of an agent who is a natural person, by leaving it at such agent's usual place of abode in this state.

(b) A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent annual report if the foreign corporation: (1) Has no registered agent or its registered agent cannot with reasonable diligence be served; (2) has withdrawn from conducting affairs in this state under section 149 of this act; or (3) has had its certificate of authority revoked under section 151 of this act. When the Secretary of the State and his successors have been appointed such corporation's registered agent, a foreign corporation authorized to conduct affairs in this state may be served by any proper officer or other person lawfully empowered to make service by leaving two true and attested copies thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to such office. The Secretary of the State shall file one copy of such process and keep a record of the date and hour of such receipt. He shall, within two business days after such service, forward by registered or certified mail the copy of such process to the corporation at the address of its executive offices as last shown on his records.

(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; (3) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; and (4) in the case of service on the Secretary of the State, service so made shall be effective as of the date and hour received by the Secretary of the State as shown on his record.

(d) Every foreign corporation which conducts affairs in this state in violation of section 139 of this act shall be subject to suit in this state upon any cause of action arising out of such affairs.

(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 conducting or has conducted affairs in this state and whether or not it is engaged exclusively in interstate or foreign commerce, on any cause of action arising as follows: (1) Out of any contract made in this state or to be performed in this state; (2) out of any solicitation in this state by mail or otherwise if the corporation has repeatedly so solicited, whether the orders or offers relating thereto were accepted within or without the state; (3) out of the production, manufacture or distribution of goods by such corporation with the reasonable expectation that such goods are to be used or consumed in this state and are so used or consumed, regardless of how or where the goods were produced, manufactured, marketed or sold or whether or not through the medium of independent contractors or dealers; or (4) out of tortious conduct in this state, whether arising out of repeated activity or single acts, and whether arising out of misfeasance or nonfeasance.

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

Sec. 149. (NEW) (a) A foreign corporation authorized to conduct affairs 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 conduct affairs in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of the State for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not conducting affairs in this state and that it surrenders its authority to conduct affairs in this state; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of the State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to conduct affairs in this state; (4) a mailing address to which the Secretary of the State may mail a copy of any process served on him under subdivision (3) of this subsection; and (5) a commitment to notify the Secretary of the State in the future of any change in its mailing address.

(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. 150. (NEW) The Secretary of the State may commence a proceeding under section 151 of this act to revoke the certificate of authority of a foreign corporation authorized to conduct affairs 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 146 or 147 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. 151. (NEW) (a) If the Secretary of the State determines that one or more grounds exist under section 150 of this act for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination under section 148 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 148 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 148 of this act.

(c) The authority of a foreign corporation to conduct affairs 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 conduct affairs 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 is 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. 152. (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 148 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. 153. (NEW) (a) A corporation shall keep as permanent records minutes of all meetings of its members, if any, and board of directors, a record of all actions taken by the members, if any, 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 or 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 members, if any, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast and the members' class of membership, if any.

(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 certificate of incorporation or restated certificate of incorporation and all amendments to it currently in effect; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) the minutes of all members' meetings, if any, and records of all action taken by members, if any, without a meeting for the past three years; (4) the financial statements prepared for the past three years under section 157 of this act; (5) a list of the names and business addresses of its current directors and officers; and (6) its most recent annual report delivered to the Secretary of the State under section 159 of this act.

Sec. 154. (NEW) (a) A member 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 153 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 member 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 he 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 members, if any, and records of action taken by the members, if any, 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 membership list.

(c) A member 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 the purpose and the records he desires to inspect; and (3) the records are directly connected with this purpose.

(d) The right of inspection granted by this section may not be abolished or limited by a corporation's certificate of incorporation or bylaws.

(e) This section does not affect: (1) The right of a member to inspect records under section 48 of this act or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (2) the power of a court, independently of this act, to compel the production of corporate records for examination.

Sec. 155. (NEW) (a) A member's agent or attorney has the same inspection and copying rights as the member he represents.

(b) The right to copy records under section 154 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 member. The charge may not exceed the estimated cost of production or reproduction of the records.

(d) The corporation may comply with a member's demand to inspect the record of members under subdivision (3) of subsection (b) of section 154 of this act by providing him with a list of its members that was compiled no earlier than the date of the member's demand.

Sec. 156. (NEW) (a) If a corporation does not allow a member who complies with subsection (a) of section 154 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 member.

(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections (b) and (c) of section 154 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 member'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 member 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 member.

Sec. 157. (NEW) (a) A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of disbursements and receipts for that year.

(b) If annual financial statements are reported upon by a public accountant, his report must accompany them.

Sec. 158. (NEW) If a corporation indemnifies or advances expenses to a director under section 85, 86, 87 or 88 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 members, if any, with or before the notice of the next members' meeting.

Sec. 159. (NEW) (a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations, credit unions, public service companies, as defined in section 16-1 of the general statutes, cemetery associations and incorporated church or religious corporations, and each foreign corporation authorized to conduct affairs in this state, and except corporations formed before January 1, 1961, which under the law in effect on December 31, 1960, were not required to file a biennial report, shall file a biennial or annual report with the Secretary of the State as prescribed in this section. On and after January 1, 1995, each such corporation required to file a report in 1995 shall file an annual report. On and after January 1, 1996, each such corporation required to file a report shall file an annual report with the Secretary of the State.

(b) The first annual report of a domestic corporation shall be filed within thirty days after its organization meeting. Subsequent annual reports and biennial or annual reports of each foreign corporation authorized to conduct affairs in this state shall be filed at such times as may be provided by regulations issued by the Secretary of the State, provided the Secretary of the State may require any corporation to file either an annual or biennial report according to reporting schedules established by said secretary so as to effect staggered filing of all such reports.

(c) Each biennial or annual report shall set forth as of a date which complies with subsection (d) of this section and which is specified in such report: (1) The name of the corporation and, in the case of a foreign corporation, the state under the laws of which it is incorporated; (2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office of the corporation in the state under the laws of which it is incorporated, (B) the address of the executive offices of the corporation, and (C) the address of the principal office of the corporation in this state, if any; and (3) the names and respective business and residence addresses of the directors and officers of the corporation, except that where good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation. For purposes of this act, good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's officers and directors may expose the personal security of such officers and directors to significant risk.

(d) The date specified in the report pursuant to subsection (c) of this section shall (1) not be later than the date of filing the report, and (2) not be earlier than the latest date preceding the date of filing on which any change of circumstances occurred which would affect the statements of fact required in the report.

(e) Each biennial or annual report shall be accompanied by the required filing fee. The report shall be executed as set forth in section 5 of this act. The Secretary of the State shall mail to each domestic corporation at its principal office as shown by his records, and to each foreign corporation authorized to conduct affairs in this state at its executive offices as last shown by his records, a form prescribed by him for the biennial or annual report, but failure to receive such form shall not relieve a corporation of the requirement of filing the report as provided in this section.

Sec. 160. (NEW) (a) Any corporation required to file annual reports as provided in section 159 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.

(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. 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.

Sec. 161. (NEW) (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members or its directors, or otherwise obtain their consent, in the manner prescribed by its certificate of incorporation, bylaws or this act, then upon petition of a director, officer, or member, 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 order that such a meeting be called or that a written consent or ballot or other form of obtaining the vote of members or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.

(b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the certificate of incorporation, bylaws and this act, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.

(c) The order issued pursuant to this section may, upon a finding that it is fair and equitable under the circumstances, dispense with any requirement relating to the holding of or voting at meetings or obtaining of votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the certificate of incorporation, bylaws or this act.

(d) Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the certificate of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets.

(e) Any meeting or other method of obtaining the vote of members or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the certificate of incorporation, bylaws and this act.

Sec. 162. (NEW) This act applies to all domestic corporations in existence on January 1, 1997 that were incorporated under any general statute of this state providing for incorporation of corporations without capital stock or shares if power to amend or repeal the statute under which the corporation was incorporated was reserved.

Sec. 163. (NEW) A foreign corporation authorized to conduct affairs in this state on January 1, 1997 is subject to this act but is not required to obtain a new certificate of authority to conduct affairs under this act.

Sec. 164. (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. 165. (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 this act that can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.

Sec. 166. (NEW) The General Assembly has the 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. 167. Section 1-136 of the general statutes is repealed and the following is substituted in lieu thereof:

The institute shall be a nonprofit corporation incorporated under the laws of the state in accordance with the provisions of [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO and shall possess all the rights, duties and obligations of a nonstock corporation pursuant to said chapter. The institute shall have a board of directors appointed as follows: The chairpersons and ranking members of the joint standing committees of the General Assembly having cognizance of finance and of appropriations, two members appointed by the Governor, three members appointed by the president pro tempore of the Senate, one member appointed by the majority leader of the Senate, two members appointed by the minority leader of the Senate, three members appointed by the speaker of the House of Representatives, one member appointed by the majority leader of the House of Representatives and two members appointed by the minority leader of the House of Representatives.

Sec. 168. Subsection (a) of section 4-60p of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Any state agency, institution or board of the state represented by its department head, officer, commissioner or deputy commissioner as defined in section 4-5 and 4-8, is authorized to sit as a member of the board of a consortium organized as a nonstock, nonprofit corporation pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, for the purpose of coordinating public and private sector health and social service delivery systems to provide: (1) The highest possible quality of health and social services at the lowest practicable cost to all persons needing such services; (2) the most advanced coordinated programs possible in health and social service delivery areas; (3) the coordination of members' services to eliminate to the greatest possible degree both unnecessary duplication and incomplete coverage in the providing of such services and facilities; (4) the greatest possible state-wide integration of health and social service programs and (5) the education of the public as to the health and social service needs of the state and the goals of the consortium with regard thereto.

Sec. 169. Subsection (d) of section 4-66c of the general statutes, as amended by section 1 of public act 95-250, is repealed and the following is substituted in lieu thereof:

(d) As used in this subsection, "applicant" means a municipality, nonprofit corporation, as defined in section [33-421] 3 OF THIS ACT and organized under the laws of this state, or for-profit partnership, sole proprietorship or corporation. In order to be eligible for state financial assistance in the form of a grant-in-aid to an applicant, an economic development project shall be implemented in an eligible municipality or in any other municipality if the State Bond Commission determines that the economic development project will help meet the goals set forth in section 4-66b. Any economic development project eligible for assistance under this subsection may include but not be limited to: (1) The construction or rehabilitation of commercial, industrial and mixed use structures; and (2) the construction, reconstruction or repair of roads, accessways and other site improvements. The state, acting by and in the discretion of the Commissioner of Economic and Community Development, may enter into a contract with any applicant for state financial assistance for any eligible economic development project in the form of a grant-in-aid to the applicant. Any grant-in-aid shall be in an amount not in excess of the cost of the project for which the grant is made as determined and approved by the Commissioner of Economic and Community Development. Before entering into a grant-in-aid contract the Commissioner of Economic and Community Development shall have approved an application submitted by the applicant on forms provided by the commissioner. No project shall be undertaken until the Commissioner of Economic and Community Development approves the plans, specifications and estimated costs. The commissioner may adopt such regulations, in accordance with chapter 54, as are necessary for the implementation of this section.

Sec. 170. Subsection (a) of section 7-246f of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Any municipal water pollution control authority may ensure the effective management of a community sewerage system as defined in section 7-245 and not owned by a municipality by requiring that the system be owned and managed as provided in this subsection. The ownership and management of the system shall meet the following requirements: (1) The owners of all properties served by the system shall be members of a property owners' association which is organized and operated in accordance with [chapter 600] SECTIONS 1 TO 166, INCLUSIVE OF THIS ACT, and which shall exist as long as any property is served by the system; (2) the association shall have the authority and the responsibility to operate, maintain, repair and improve the system in accordance with all applicable requirements, and in a manner which will prevent pollution of the waters of the state. Such association shall have the power to borrow money to finance such activities, and to defray the cost of such activities by levying assessments against the properties served by the system. Any such unpaid assessment shall constitute a lien upon the property against which such assessment was levied. Each such lien may be continued, recorded and released in the manner provided by the general statutes for continuing, recording and releasing property tax liens, and such lien may be foreclosed in the same manner as a lien for property taxes, but shall not be construed to have any greater priority than any ordinary lien upon such property; (3) all of the properties to be served by the system, and all other land upon which is located any part of the system, shall be owned in fee or shall be subject to a long-term leasehold or to a system of perpetual easements, held by the association or by the members thereof. Such title or easements shall be sufficient to allow such properties to be served by the system and to allow the association to operate, maintain, repair and improve the system as required under subdivision (2) of this subsection; (4) such association shall assure the availability of funds that are of actuarial adequacy for the continued operation, maintenance, repair and improvement of the system without pollution of the waters of the state, and (5) prior to any discharge to the system, the following requirements shall be met: (A) The association shall be created and a document or documents establishing its duties and powers as provided in this section shall be filed on the land records of the municipality in which the system and properties to be served thereby are located; (B) the system shall be owned by the association as provided in this section and rights of a mortgagee or similar interest in the system shall be subordinated to the ownership of association; (C) the association shall obtain a permit to discharge as provided by section 22a-430, and (D) the association shall certify to the water pollution control authority and the building official of the municipality that a permit to discharge has been obtained.

Sec. 171. Subsection (a) of section 7-486 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A municipality shall have the power to delegate any power reserved to the municipality under the provisions of this chapter, except the powers provided for in sections 7-485, 7-491, 7-492 and 7-498, to any governmental unit created by or under the jurisdiction or control of the municipality or to any nonprofit corporation as defined in and organized and existing under the provisions of [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, provided that in making any such delegation of power the municipality shall impose by resolution such restrictions as may be appropriate to assure the carrying out of the purposes of this chapter.

Sec. 172. Subsection (w) of section 8-39 of the general statutes, as amended by section 1 of public act 95-250, is repealed and the following is substituted in lieu thereof:

(w) "Nonprofit corporation" means a nonprofit corporation incorporated pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, having as one of its purposes the construction, rehabilitation, ownership or operation of housing and having articles of incorporation approved by the Commissioner of Economic and Community Development in accordance with regulations adopted pursuant to section 8-79a or 8-84.

Sec. 173. Subsection (a) of section 8-169w of the general statutes, as amended by section 1 of public act 95-250, is repealed and the following is substituted in lieu thereof:

(a) A fund to be known as the "Urban Homesteading Fund" is hereby created. Said fund shall be used (1) on a revolving basis to aid any urban homesteading agency in accordance with section 8-169q, in providing financial assistance to urban homesteaders in the form of loans or deferred loans for the purchase and rehabilitation of, or construction on, urban homestead program property and (2) to aid any urban homesteading agency in accordance with section 8-169q, in providing financial assistance to the community housing development corporation chartered under section 8-218f in the form of grants for the purchase and rehabilitation of, or construction on, urban homestead program property. The Commissioner of Economic and Community Development may authorize loans or deferred loans under subdivision (1) of this subsection from said fund as requested and approved by the urban homesteading agency in such municipality, subject to the applicable provisions of section 8-169u. In the case of a deferred loan, the contract shall require that payments on interest are due immediately but that payments on principal may be made at a later time. Such fund shall also be used on a revolving basis to aid any nonprofit corporation incorporated pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, having as one of its purposes the construction, rehabilitation, ownership or operation of housing and having articles of incorporation approved by the Commissioner of Economic and Community Development, which is an urban homesteader as defined in section 8-169p. A nonprofit corporation shall notify the chief elected official of the municipality in which it is located at the time a loan or deferred loan application is submitted to the Department of Housing in accordance with this section. The commissioner may charge the fund for any necessary costs of administering such loan or deferred loan programs.

Sec. 174. Section 8-214b of the general statutes, as amended by section 1 of public act 95-250, is repealed and the following is substituted in lieu thereof:

As used in this section and sections 8-214c to 8-214e, inclusive:

(1) "Limited equity cooperative" means a nonprofit corporation organized for the purposes of owning and operating housing for low and moderate income families and qualifying as a limited equity cooperative, as defined in section 47-242; (2) "Very low, low and moderate income families" means families or individuals who lack the amount of income necessary to rent or purchase adequate housing without financial assistance, as defined by such income limits as may be adopted by an appropriate agency or instrumentality of the state or federal government for the purposes of determining eligibility under any programs aimed at providing housing for very low, low and moderate income families or persons; (3) "Nonprofit corporation" means a nonprofit corporation incorporated pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, having as one of its purposes the construction, rehabilitation, ownership or operation of housing and having articles of incorporation approved by the Commissioner of Economic and Community Development in accordance with regulations adopted pursuant to subsection (b) of section 8-214d; and (4) "Real property" includes all lands, including improvements and fixtures thereon, and property of any nature appurtenant thereto, or used in connection therewith, and every estate, interest and rights, legal or equitable, therein, including terms for years and liens by way of judgment, mortgage or otherwise and the indebtedness secured by such liens.

Sec. 175. Subsection (b) of section 8-214f of the general statutes is repealed and the following is substituted in lieu thereof:

(b) As used in this section and sections 8-214g and 8-214h, "mutual housing association" means a nonprofit corporation, incorporated pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, and having articles of incorporation approved by the Commissioner of Economic and Community Development in accordance with regulations adopted pursuant to section 8-79a or 8-84, having as one of its purposes the prevention and elimination of neighborhood deterioration and the preservation of neighborhood stability by affording community and resident involvement in the provision of high quality, long-term housing for low and moderate income families in which residents (1) participate in the ongoing operation and management of such housing, (2) have the right to continue residing in such housing for as long as they comply with the terms of their occupancy agreement, and (3) have an ownership interest in such occupancy agreement conditional upon compliance with its terms but do not possess an equity interest in such housing.

Sec. 176. Subsection (a) of section 8-216c of the general statutes, as amended by section 1 of public act 95-250, is repealed and the following is substituted in lieu thereof:

(a) As used in this section, "nonprofit corporation" means a nonprofit corporation incorporated pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, having as one of its purposes the construction, rehabilitation, ownership or operation of housing.

Sec. 177. Section 8-218f of the general statutes is repealed and the following is substituted in lieu thereof:

Co-Opportunity, Inc. and the Local Initiatives Support Corporation are hereby specially chartered as community housing development corporations pursuant to the provisions of subdivision (3) of section 8-217 and shall have the power (1) to finance, acquire, construct and rehabilitate housing, as defined in said section, and (2) to provide technical assistance and management training in the financing, acquisition, construction and rehabilitation of such housing to families (A) whose incomes do not exceed eighty per cent of the median household income for the area in which the families reside and (B) in the case of families assisted by Co-Opportunity, Inc., who wish to establish limited equity cooperatives, as defined in section 47-242, or housing cooperatives in which persons participate in the construction or rehabilitation of their own dwellings. As community housing development corporations, Co-Opportunity, Inc. and the Local Initiatives Support Corporation may qualify for assistance under sections 8-218 and 8-218e. Notwithstanding the provisions of sections 8-218, 8-218a and 8-218b and any regulations adopted thereunder, the Local Initiatives Support Corporation shall not be required to be organized pursuant to the provisions of [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO to qualify for financial assistance under sections 8-218 and 8-218e.

Sec. 178. Subsection (m) of section 8-243 of the general statutes, as amended by sections 1 and 8 of public act 95-250 and section 11 of public act 95-309, is repealed and the following is substituted in lieu thereof:

(m) "Mortgagor" or "eligible mortgagor" means (1) a nonprofit corporation incorporated pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, having as one of its purposes the construction, rehabilitation, ownership or operation of housing, and having articles of incorporation approved by the authority in accordance with the provisions of this chapter; (2) any business corporation incorporated pursuant to chapter 599, having as one of its purposes the construction, rehabilitation, ownership or operation of housing, and having articles of incorporation approved by the authority in accordance with the provisions of this chapter; (3) any partnership, limited partnership, joint venture, trust or association having as one of its purposes the construction, rehabilitation, ownership or operation of housing, and having basic documents of organization approved by the authority in accordance with the provisions of this chapter; (4) a housing authority established pursuant to chapter 128; (5) a family or person approved by the authority as qualified to own, construct, rehabilitate, manage and maintain housing under a mortgage loan made or insured by the authority under the provisions of this chapter; or (6) a municipal developer; and includes the successors and assigns of the mortgagor.

Sec. 179. Subsection (a) of section 8-361 of the general statutes, as amended by section 1 of public act 95-250, is repealed and the following is substituted in lieu thereof:

(a) The Commissioner of Economic and Community Development shall develop a pilot program for the acquisition and rehabilitation of abandoned property in targeted investment communities, as defined in section 32-222. The state, acting by and in the discretion of the Commissioner of Economic and Community Development, may enter into a contract with a nonprofit organization for a grant, loan or deferred loan for the costs of acquisition, rehabilitation or renovation of abandoned property, into single room occupancy housing for homeless persons. In the case of a deferred loan, the contract shall require that all or a portion of the interest is due currently but that payments on principal may be made at a later time. As used in this section, "nonprofit corporation" means a nonprofit corporation incorporated pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, having as one of its purposes the construction, rehabilitation, ownership or operation of housing.

Sec. 180. Subdivision (2) of section 8-400 of the general statutes, as amended by sections 1 and 32 of public act 95-250 and sections 6 and 11 of public act 95-309, is repealed and the following is substituted in lieu thereof: (2) "Developer", "mortgagor" or "eligible mortgagor" means (A) a nonprofit corporation incorporated pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, having as one of its purposes the construction, rehabilitation, ownership or operation of housing, and having articles of incorporation approved by the authority in accordance with the provisions of chapter 134; (B) any business corporation incorporated pursuant to chapter 599, having as one of its purposes the construction, rehabilitation, ownership or operation of housing, and having articles of incorporation approved by the authority in accordance with the provisions of said chapter 134; (C) any limited liability company, partnership, limited partnership, joint venture, sole proprietorship, trust or association having as one of its purposes the construction, rehabilitation, ownership or operation of housing, and having basic documents of organization approved by the authority in accordance with the provisions of said chapter 134; or (D) a family or persons approved by the authority as qualified to own, construct, rehabilitate, manage and maintain housing under a mortgage loan made or insured by the authority under the provisions of said chapter 134 and under an agreement entered into pursuant to the provisions of sections 8-400 to 8-405, inclusive.

Sec. 181. Subdivision (37) of section 8-430 of the general statutes, as amended by section 1 of public act 95-250, is repealed and the following is substituted in lieu thereof:

(37) "Nonprofit entity" means a housing authority; a nonprofit corporation incorporated or authorized to do business pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, having as one of its purposes the construction, acquisition or related rehabilitation of affordable or assisted housing and having a certificate or articles of incorporation approved by the commissioner in accordance with regulations adopted pursuant to section 8-437; a quasi-public agency, as defined in section 1-120; a municipal developer; or a municipality or agency of a municipality.

Sec. 182. Section 10a-201 of the general statutes is repealed and the following is substituted in lieu thereof:

There is hereby created a nonprofit corporation which shall be known as the Connecticut Student Loan Foundation. The purpose of said corporation shall be to improve educational opportunity and promote repayment of loans. Improving educational opportunity shall include, but not be limited to, the following: (1) Guaranteeing loans to persons who (A) are attending or plan to attend eligible institutions in the state; (B) are residents of the state who are attending or plan to attend eligible institutions outside of the state; or (C) receive loans made by an eligible lender; (2) guaranteeing loans for persons to assist them in meeting the expenses of postsecondary education; (3) lending funds or acquiring loans made to persons to assist them in meeting the expenses of postsecondary education; and (4) providing appropriate services incident to the administration of programs which are established to improve educational opportunities, all in accordance with the provisions of this chapter. Said corporation shall be exempt from all requirements of [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT.

Sec. 183. Subsection (b) of section 16-46 of the general statutes, as amended by section 3 of public act 95-118, is repealed and the following is substituted in lieu thereof:

(b) Any public service company may, with such consent, or in the case of a water company, as defined in section 16-262n, for which a decision has been issued pursuant to section 16-262o, said water company shall, dissolve and terminate its corporate existence in the manner provided for dissolution and termination by such company's charter or certificate of incorporation, provided if such charter or certificate requires stockholder approval, such approval shall be by not less than two-thirds of the voting power of the shares entitled to vote thereon. If there is no provision for dissolution and termination in such charter or certificate, such company may, with the consent of the Department of Public Utility Control, or in the case of a water company, the consent of both the Department of Public Utility Control and the Department of Public Health, dissolve and terminate its corporate existence in any manner provided in part X of chapter 599 in the case of a company organized with capital stock or [part VIII of chapter 600] SECTIONS 115 TO 132, INCLUSIVE, OF THIS ACT in the case of a company organized without capital stock. Such dissolution and termination shall take effect upon (1) for a corporation, the filing with the Secretary of the State of a certificate of dissolution, and (2) for an unincorporated entity, the filing of a certificate of dissolution with the Department of Public Utility Control and the Department of Public Health. In the event of such cessation, dissolution or termination, all claims and rights of creditors shall constitute liens upon the property and franchises of the company and shall continue in existence so long as may be necessary to preserve the same.

Sec. 184. Section 19a-296 of the general statutes is repealed and the following is substituted in lieu thereof:

Cemetery associations shall be organized in accordance with the provisions of [sections 33-423 to 33-432, inclusive,] SECTIONS 19 TO 32, INCLUSIVE, OF THIS ACT and shall not be conducted for the purposes of speculation in cemetery lots and property, or for private gain, either directly or indirectly, to any of the members of any such association; and land for the enlargement of a cemetery may be taken in accordance with the provisions of section 48-18.

Sec. 185. Subsection (a) of section 22-37a of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The Commissioner of Agriculture is authorized to cooperate with, and to participate, in the manner hereinafter described, in the activities of Connecticut Egg Council, Inc., a nonprofit corporation without capital stock established under [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO.

Sec. 186. Section 31-338 of the general statutes is repealed and the following is substituted in lieu thereof:

Each association shall have power to determine the premiums, contingent liabilities, assessments, penalties and dividends of its members, and to enforce or administer the same without the limitations imposed upon corporations without capital stock by section [33-446] 39 OF THIS ACT. It shall also have power to make and amend bylaws or regulations for the prompt, economical and safe conduct of its affairs. All bylaws and regulations of each association shall be filed with the Insurance Commissioner and shall be subject to his approval. If not disapproved by him, they shall go into effect thirty days after filing or at such later date as may be indicated in the bylaws or regulations.

Sec. 187. Subsection (a) of section 32-9e of the general statutes, as amended by section 6 of public act 95-334, is repealed and the following is substituted in lieu thereof:

(a) As used in this section and sections 32-9f to 32-9h, inclusive, the following terms have the following meanings: (1) "Small contractor" means any contractor, subcontractor, manufacturer or service company (A) which has been doing business under the same ownership and management and has maintained its principal place of business in the state, for a period of at least one year immediately prior to the date of application for certification under this section, (B) which had gross revenues not exceeding ten million dollars in the most recently completed fiscal year prior to such application and (C) at least fifty-one per cent of the ownership of which is held by a person or persons who are active in the daily affairs of the business and have the power to direct the management and policies of the business, except that a nonprofit corporation shall be construed to be a small contractor if such nonprofit corporation meets the requirements of subparagraphs (A) and (B) of this subdivision. (2) "State agency" means each state board, commission, department, office, institution, council or other agency with the power to contract for goods or services itself or through its head. (3) "Minority business enterprise" means any small contractor (A) fifty-one per cent or more of the capital stock, if any, or assets of which are owned by a person or persons (i) who are active in the daily affairs of the enterprise, (ii) who have the power to direct the management and policies of the enterprise, and (iii) who are members of a minority, as such term is defined in subsection (a) of section 32-9n, (B) who is an individual with a disability or (C) which is a nonprofit corporation in which fifty-one per cent or more of the persons who are (i) active in the daily affairs of the enterprise and (ii) have the power to direct the management and policies of the enterprise are members of a minority, as defined in this subsection or are individuals with a disability. (4) "Affiliated" means the relationship in which a person directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another person. (5) "Control" means the power to direct or cause the direction of the management and policies of any person, whether through the ownership of voting securities, by contract or through any other direct or indirect means. Control shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing twenty per cent or more of any voting securities of another person. (6) "Person" means any individual, corporation, limited liability company, partnership, association, joint stock company, business trust, unincorporated organization or other entity. (7) "Individual with a disability" means an individual (A) having a physical impairment that substantially limits one or more of the major life activities of the individual or (B) having a record of such an impairment. (8) "Nonprofit corporation" means a nonprofit corporation incorporated pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO.

Sec. 188. Subsection (n) of section 32-222 of the general statutes, as amended by section 2 of public act 95-270, is repealed and the following is substituted in lieu thereof:

(n) "Nonprofit organization" means a municipality or nonprofit corporation as defined in section [33-421] 3 OF THIS ACT and is organized under laws of this state and for purposes of this chapter includes any constituent unit of the state system of higher education.

Sec. 189. Section 33-207 of the general statutes is repealed and the following is substituted in lieu thereof:

Corporations organized and transacting business under the provisions of this chapter shall, in addition to the statements required by section [33-435] 159 OF THIS ACT, include a statement as to the number of enrolled members in such corporation.

Sec. 190. Subsection (c) of section 33-264c of the general statutes is repealed and the following is substituted in lieu thereof:

(c) A religious corporation may, in its charter or by bylaw or otherwise, adopt provisions relative to its membership, affairs and government and shall have in addition to those powers granted in this part all the powers enumerated in section [33-428] 27 OF THIS ACT. A corporation which is organized under any other law of this state and which is formed for public worship shall have, in addition to all other powers conferred by law, the powers conferred on religious corporations under the provisions of subsection (a) of this section.

Sec. 191. Section 33-272 of the general statutes is repealed and the following is substituted in lieu thereof:

When such certificate is filed as aforesaid, the persons who have made, signed and acknowledged the same, and their successors, shall become a body politic and corporate by the name stated in such certificate; and such corporation shall have succession and possess the general powers conferred on corporations by section [33-428] 27 OF THIS ACT, and shall also have power to take, by gift, grant or purchase, any estate, real or personal, for the use of, and as a residence for, the district superintendent or presiding elder of such district and his successors in office, and shall have power to sell and convey the same, and reinvest the proceeds thereof for a like purpose, with the approval of the annual conference having jurisdiction over the district, and under the direction of the trustees of the corporation; but the annual income or value of such real and personal estate shall not exceed fifteen thousand dollars.

Sec. 192. Subsection (k) of section 33-284 of the general statutes is repealed and the following is substituted in lieu thereof:

(k) "Foreign corporation" means any corporation with capital stock which is not organized under the laws of this state and which is not a nonprofit corporation as defined in section [33-421] 3 OF THIS ACT.

Sec. 193. Subsection (b) of section 34-81s of the general statutes is repealed and the following is substituted in lieu thereof:

(b) The name of a registered limited liability partnership or foreign registered limited liability partnership shall be such as to distinguish it upon the records of the Secretary of the State from: (1) The name of any registered limited liability partnership, limited partnership, limited liability company or corporation existing under the laws of this state; (2) the name of any foreign registered limited liability partnership, foreign limited partnership, foreign limited liability company or foreign corporation authorized to transact business in this state; or (3) any name reserved under section 34-81t or reserved or registered under section 33-287, 33-288, [33-424, 33-425,] 34-103 or subsection (a) of section 34-13 OR SECTION 30, 31 OR 32 OF THIS ACT.

Sec. 194. Subsection (b) of section 34-102 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) A limited liability company name shall be such as to distinguish it upon the records of the Secretary of the State from: (1) The name of any limited liability company, limited partnership or corporation existing under the laws of this state; (2) the name of any foreign limited liability company, limited partnership or corporation authorized to transact business in this state; or (3) any name reserved under section 34-103 or reserved or registered under section 33-287, 33-288, [33-424, 33-425,] 34-13 or 34-13a OR SECTION 30, 31 OR 32 OF THIS ACT.

Sec. 195. Section 36a-84 of the general statutes is repealed and the following is substituted in lieu thereof:

The charter of a mutual savings bank granted by a special act of the General Assembly may be amended in the manner provided under [part IX of chapter 600] SECTIONS 133 TO 138, INCLUSIVE, OF THIS ACT for the amendment of the certificate of incorporation of a specially chartered corporation, provided such amendment shall not change its name. The charter of a mutual savings bank as so amended may contain provisions descriptive of its business but need not contain the provisions required to be contained in the certificate of incorporation of a corporation incorporated under [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT.

Sec. 196. Subsection (a) of section 36a-412 of the general statutes, as amended by section 27 of public act 95-155, is repealed and the following is substituted in lieu thereof:

(a)(1) Any out-of-state bank, whether or not owned or controlled by an out-of-state holding company, may, with the approval of the commissioner, merge or consolidate with or acquire a branch or significant part of the assets or ten per cent or more of the stock of a bank provided such bank has been in existence and continuously operating for at least five years, unless the commissioner waives this requirement, where the institution resulting from any such merger or consolidation is an out-of-state bank, provided the laws of the home state of such out-of-state bank authorize, under conditions no more restrictive than those imposed by the laws of this state as determined by the commissioner, a bank to merge or consolidate with or purchase a branch or significant part of the assets or ten per cent or more of the stock of an out-of-state bank whose home state is such state. Such merger, consolidation or acquisition shall not take place if the out-of-state bank, including all insured depository institutions which are affiliates of the out-of-state bank, upon consummation of the merger, consolidation or acquisition, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits. Any such merger, consolidation or acquisition of assets or stock shall be effected in accordance with and subject to the filing requirements and any limitations imposed by the laws of this state with respect to mergers, consolidations and acquisitions between banks. Any such out-of-state bank that engages in business in this state shall comply with the requirements of section 33-396 or [33-505] SUBSECTION (a) OF SECTION 139 OF THIS ACT. Before approving any such merger, consolidation or acquisition, the commissioner shall make such considerations, determinations and findings as required by the laws of this state with respect to mergers, consolidations and acquisitions between banks and, in addition, shall consider whether such merger, consolidation or acquisition can reasonably be expected to produce benefits to the public and whether such benefits clearly outweigh possible adverse effects, including, but not limited to, an undue concentration of resources and decreased or unfair competition. The commissioner shall not approve such merger, consolidation or acquisition unless the commissioner considers whether: (A) The investment and lending policies of the out-of-state bank, in the case of a merger or acquisition of assets, or the proposed investment and lending policies of the bank, in the case of an acquisition of stock, or of the institution that will result from a consolidation, are consistent with safe and sound banking practices and will benefit the economy of this state; (B) the services of the bank or branch to be acquired, or of the institution that will result from a merger, or the proposed services of the institution that will result from a consolidation, are consistent with safe and sound banking practices and will benefit the economy of this state; (C) the merger, consolidation or acquisition will not substantially lessen competition in the banking industry of this state; (D) in the case of a merger or consolidation or the acquisition of twenty-five per cent or more of such stock, the out-of-state bank (i) has sufficient capital to ensure, and agrees to ensure, that the bank to be acquired or the institution that will result from the merger or consolidation will comply with applicable minimum capital requirements, and (ii) has sufficient managerial resources to operate the bank to be acquired or the institution that will result from the merger or consolidation in a safe and sound manner; and (E) the out-of-state bank is in compliance with applicable minimum capital requirements. The commissioner shall not approve such merger, consolidation or acquisition unless the commissioner makes the findings required by section 36a-34. (2) Any out-of-state bank, other than a foreign bank, may, with the approval of the commissioner, and in accordance with the provisions of this subdivision, establish a de novo branch in this state, provided the laws of the home state of such out-of-state bank authorize, under conditions no more restrictive than those imposed by the laws of this state, as determined by the commissioner, a bank to establish a de novo branch in the home state of such out-of-state bank. Any such establishment shall be effected in accordance with and subject to the filing requirements and any limitations imposed by section 36a-145. Any such out-of-state bank that engages in business in this state shall comply with the requirements of section [33-505 or] 33-396 OR SUBSECTION (a) OF SECTION 139 OF THIS ACT. Before approving any such establishment, the commissioner shall make such considerations, determinations and findings as required by section 36a-145 and, in addition, shall consider whether such establishment can reasonably be expected to produce benefits to the public and whether such benefits clearly outweigh possible adverse effects, including, but not limited to, an undue concentration of resources and decreased or unfair competition. The commissioner shall not approve such establishment unless the commissioner considers whether: (A) The investment and lending policies of the out-of-state bank are consistent with safe and sound banking practices and will benefit the economy of this state; (B) the proposed services of the branch are consistent with safe and sound banking practices and will benefit the economy of this state; (C) the establishment will not substantially lessen competition in this state; (D) the out-of-state bank is adequately managed and will continue to be adequately managed upon establishment of such branch; and (E) the out-of-state bank is in compliance with applicable minimum capital requirements. The commissioner shall not approve such establishment unless the commissioner makes the findings required by section 36a-34. An out-of-state bank which has established a de novo branch in this state in accordance with this subdivision may establish additional branches in this state in accordance with section 36a-145. (3) (A) Except as provided in this section, any branch in this state of an out-of-state bank, other than a federally-chartered out-of-state bank, may exercise all the powers possessed by a Connecticut bank and the laws of this state shall apply to such branch to the same extent as such laws apply to a branch of a Connecticut bank, and such out-of-state bank may not conduct any activity at such branch that is not permissible for a Connecticut bank. The following laws shall not apply to such branch: Sections 36a-65, 36a-98, 36a-261, 36a-262, 36a-285 unless, at the time of the acquisition, the acquired bank exercised the authority granted by such section, 36a-738 and 36a-739. (B) The laws of this state shall apply to any branch in this state of a federally-chartered out-of-state bank to the same extent as such laws would apply if the branch were a federal bank. The following laws shall apply to any branch in this state of a federally-chartered out-of-state bank to the same extent as such laws apply to a branch of a Connecticut bank: (i) Community reinvestment laws including sections 36a-30 to 36a-33, inclusive, (ii) consumer protection laws including sections 36a-290 to 36a-304, inclusive, 36a-306, 36a-307, 36a-315 to 36a-323, inclusive, 36a-645 to 36a-647, inclusive, 36a-690, 36a-695 to 36a-700, inclusive, 36a-705 to 36a-707, inclusive, 36a-715 to 36a-718, inclusive, 36a-725, 36a-726, 36a-755 to 36a-759, inclusive, 36a-770 to 36a-788, inclusive, and 36a-800 to 36a-810, inclusive, (iii) fair lending laws including sections 36a-16, 36a-737, 36a-740 and 36a-741, and (iv) branching laws including sections 36a-23 and 36a-145. (4) Any out-of-state bank that merges or consolidates with or acquires the assets of a bank or establishes in this state a de novo branch shall be subject to the supervision and examination of the commissioner pursuant to regulations adopted by the commissioner in accordance with chapter 54 and shall make reports to the commissioner as required by the laws of this state. The commissioner may examine and supervise the Connecticut branches of any such out-of-state bank and may enter into agreements with other state or federal banking regulators or similar regulators in a foreign country concerning such examinations or supervision. The provisions of this section apply to the acquisition of the assets of any bank from the receiver of such bank by any out-of-state bank.

Sec. 197. Subsection (a) of section 36a-425 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Except as otherwise provided in this title, no foreign banking corporation 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 to do so by any provision of the general statutes or any special act of this state; provided, without excluding other activities which may not constitute transacting business in this state, no such foreign banking corporation shall be deemed to be doing or transacting business in this state for purposes of this section by reason of its acting as an investment adviser to the State Treasurer or by reason of its making loans whether secured or unsecured. For purposes of this section, "foreign banking corporation" means a banking corporation which is organized under the laws of or has its principal office in any state other than Connecticut or any foreign country. Notwithstanding the provisions of this subsection, a foreign banking corporation which transacts business in this state for the purposes of section 33-396 or [33-505] SUBSECTION (a) OF SECTION 139 OF THIS ACT shall comply with the requirements of such sections.

Sec. 198. Section 36a-428 of the general statutes is repealed and the following is substituted in lieu thereof:

A foreign bank that has elected this state as its home state under the International Banking Act of 1978, 12 USC Section 3101 et seq., as from time to time amended, may establish and maintain in this state one or more state branches upon receipt of a license for each such branch from the commissioner at the location specified in such license. A foreign bank may establish and maintain in this state one or more state agencies upon receipt of a license for each such agency from the commissioner at the location specified in such license. Such licensed foreign bank shall be deemed to transact business or conduct affairs in this state for the purposes of section 33-396 or [33-505] SUBSECTION (a) OF SECTION 139 OF THIS ACT and shall comply with the requirements of said sections. In establishing and maintaining a state branch or state agency, a foreign bank shall be subject to such regulations and orders as the commissioner considers appropriate to carry out the purposes of sections 36a-2, 36a-145, 36a-425 and 36a-428 to 36a-428l, inclusive.

Sec. 199. Subsection (c) of section 36a-428g of the general statutes is repealed and the following is substituted in lieu thereof:

(c) In establishing and maintaining a representative office, a foreign bank shall be subject to such regulations and orders as the commissioner considers appropriate to carry out the purposes of sections 36a-2, 36a-145, 36a-425 and 36a-428 to 36a-428l, inclusive. Such foreign bank shall be deemed to transact business or conduct affairs in this state for the purposes of section 33-396 or [33-505] SUBSECTION (a) OF SECTION 139 OF THIS ACT and shall comply with the requirements of said sections.

Sec. 200. Subsection (a) of section 36a-464 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A Connecticut credit union may terminate its corporate existence and be dissolved by resolution as provided in [subsection (a) of section 33-484] SECTION 116 OF THIS ACT. The dissolution shall be effected as provided by the law relating to corporations without capital stock.

Sec. 201. Subsection (a) of section 36a-470 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A Connecticut credit union may, with the approval of the commissioner, merge with any other Connecticut credit union, federal credit union or out-of-state credit union. Such merger shall proceed in accordance with the provisions of [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT, except: (1) The governing board of each Connecticut credit union participating in such merger shall adopt a proposition for merger by majority vote. The governing board of the terminating Connecticut credit union shall establish the date and time of a regular or special meeting of members of the terminating Connecticut credit union for the vote thereon. (2) Written notice of the date, time and place of the meeting at which the proposition for merger is to be considered shall be hand-delivered or mailed to each member of the terminating Connecticut credit union at such member's last-known address as shown on the records of the terminating Connecticut credit union not less than thirty nor more than fifty days prior to the date of the meeting. The written notice shall clearly describe the nature of the reasons for the proposition. It shall further notify the member of such member's right to vote on the proposition in person or by mail ballot and shall have an official form of mail ballot attached. The notice and ballot shall be submitted to the commissioner for approval of its form and content prior to distribution to members. (3) Each member of the terminating Connecticut credit union may cast one vote on the proposition for merger. The affirmative vote of two-thirds of the members of the terminating Connecticut credit union voting on the proposition for merger, including those votes cast in person and those ballots properly completed and received by the terminating Connecticut credit union prior to the time of the meeting, shall be required for approval of the merger except as provided in subdivision (4) of this subsection. A statement of the results of the vote, verified by the secretary of the meeting, shall be filed with the commissioner within ten days after the meeting. (4) In lieu of the two-thirds affirmative vote of members, the commissioner may certify in writing on the certificate of merger that, from information available to the commissioner, one or more of the Connecticut credit unions participating in the merger is or may subsequently be in a doubtful or failing financial condition and that the merger must proceed without delay to protect the creditors and members of such Connecticut credit union or credit unions. (5) Any federal credit union participating in such merger shall comply with all federal requirements for approval of the merger in lieu of the requirements of this section and shall file proof of such compliance with the commissioner.

Sec. 202. Section 47-74c of the general statutes is repealed and the following is substituted in lieu thereof:

The declarant shall not retain ownership of, and lease or otherwise require payment for the use of the recreation facilities nor shall the declarant convey such recreation facilities to any person other than to the unit owners of the condominium served by such recreation facilities, which shall be common elements of the condominium within which they are located or which they serve; provided any condominium may provide by its condominium instruments that by affirmative vote of the unit owners at any time after the unit owners other than the declarant have assumed or have the right to assume control of the unit owners' association under section 47-74b, all or part of the recreational facilities serving such condominium shall be conveyed to a nonstock corporation organized under [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT, the board of directors of which shall be composed exclusively of unit owners of the condominium served by such recreational facilities.

Sec. 203. Section 47-80a of the general statutes is repealed and the following is substituted in lieu thereof:

Except to the extent prohibited by the condominium instruments, and subject to any restrictions and limitations specified therein, the unit owners' association, whether incorporated or unincorporated, shall have the power to: (1) Employ, dismiss and replace agents and employees to exercise and discharge the powers and responsibilities of the association; (2) make or cause to be made additional improvements on and as a part of the common elements; (3) grant or withhold approval of any action by one or more unit owners or other persons entitled to occupancy of any unit which would change the exterior appearance of any unit or of any other portion of the condominium, or elect or provide for the appointment of an architectural control committee, to grant or withhold such approval; (4) acquire, hold, convey and encumber title to real property, including, but not limited to, condominium units and the common elements appurtenant thereto, recreation facilities and personal property; (5) sue and be sued in any court; appear on behalf of all unit owners before any officer, agency, board, commission or department of the state or any political subdivision thereof and appeal from any judgments, orders, decisions or decrees rendered by the same; (6) to grant easements through the common elements and accept easements benefiting the condominium or any portion thereof. The foregoing enumeration of powers shall not be construed to prohibit the grant by the condominium instruments of other powers and responsibilities to the unit owners' association, nor to divest a unit owners' association incorporated as a stock corporation under chapter 599, or as a nonstock corporation under [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO, of any powers which it may exercise thereunder.

Sec. 204. Subsection (a) of section 47-245 of the general statutes, as amended by section 17 of public act 95-187, is repealed and the following is substituted in lieu thereof:

(a) Except as provided in the declaration, the bylaws, subsection (b) of this section, or other provisions of this chapter, the executive board may act in all instances on behalf of the association. In the performance of their duties, officers and members of the executive board appointed by the declarant shall exercise the degree of care and loyalty required of a trustee. Officers and members of the executive board not appointed by a declarant shall exercise the degree of care and loyalty required of an officer or director of a corporation organized under [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT.

Sec. 205. Section 47-300 of the general statutes, as amended by section 1 of public act 95-250, is repealed and the following is substituted in lieu thereof:

As used in sections 47-300 to 47-304, inclusive: (1) "Eligible housing" means any building, structure or portion thereof which is used or occupied, or intended, arranged or designed to be used or occupied, as the home, residence or sleeping place of one or more persons or families of very low income, low income or moderate income. (2) "Very low income" means persons and families having an aggregate family income at or below twenty-five per cent of the area median income, as determined by the United States Department of Housing and Urban Development. (3) "Low income" means persons and families having an aggregate family income between twenty-six and fifty per cent of the area median income, as determined by the United States Department of Housing and Urban Development. (4) "Moderate income" means persons and families having an aggregate family income between fifty-one and eighty per cent of the area median income, as determined by the United States Department of Housing and Urban Development. (5) "Lessee" means a person, association or organization with whom a community land trust enters into a ground lease for the purpose of providing eligible housing. (6) "Community land trust" means a nonprofit organization incorporated pursuant to [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT OR ANY PREDECESSOR STATUTES THERETO that meets the requirements of section 47-301. (7) "Leasehold interest" means the real property interest of a lessee in a ground lease with a community land trust. (8) "First option to purchase" means a right in favor of a community land trust to purchase the improvements and leasehold interest of a lessee, or any portion or portions thereof owned by or subleased to any resident of eligible housing therein, prior to the rights of any other party, at a limited equity price. (9) "Limited equity price" means a price for the sale of any building or improvement located on land owned by a community land trust that is determined by means of a formula or similar calculation designed to maintain such building or improvement as eligible housing for the longest term possible, but not less than the term of the applicable ground lease. (10) "Predominantly" means at least fifty per cent.

Sec. 206. Subsection (a) of section 47-301 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A community land trust shall have as one of its purposes the holding of land and the leasing of such land for the purpose of preserving the long-term eligibility and accessibility of housing predominantly for very low income, low income and moderate income persons and families. Aggregate family income shall be determined at the time the lessee enters into a ground lease with the lessor. A community land trust shall have, in addition to all powers granted to it under [chapter 600] SECTIONS 1 TO 166, INCLUSIVE, OF THIS ACT, the power to buy and sell land, to mortgage and otherwise encumber land and to enter into renewable or self-extending ground leases with an initial term of up to ninety-nine years.

Sec. 207. Subsection (b) of section 5 of public act 95-141 is repealed and the following is substituted in lieu thereof:

(b) The commissioner shall serve any cease and desist order issued pursuant to this section in accordance with the provisions of sections 33-296, 33-297, [33-433] and 52-57 of the general statutes AND SECTIONS 33 AND 34 OF THIS ACT, as applicable. The commissioner may also cause a copy of the order to be posted upon property which is the subject of the order, and no action for trespass shall lie for such posting. Such cease and desist order shall be binding upon all persons against whom it is issued, their agents and any independent contractor engaged by such persons.

Sec. 208. Sections 33-419 to 33-423, inclusive, of the general statutes, section 33-424 of the general statutes, as amended by section 12 of public act 95-252, sections 33-425 to 33-435, inclusive, of the general statutes, section 33-436 of the general statutes, as amended by section 28 of public act 95-252, sections 33-437 to 33-439, inclusive, of the general statutes, section 33-440 of the general statutes, as amended by section 13 of public act 95-252, sections 33-441 to 33-495, inclusive, of the general statutes, section 33-496 of the general statutes, as amended by section 20 of public act 95-252, section 33-497 of the general statutes, as amended by section 16 of public act 95-252, section 33-499 of the general statutes, section 33-500 of the general statutes, as amended by section 29 of public act 95-252, sections 33-501 to 33-516, inclusive, of the general statutes, section 33-517 of the general statutes, as amended by section 21 of public act 95-252, and sections 33-518 to 33-526, inclusive, of the general statutes are repealed.

Sec. 209. This act shall take effect January 1, 1997.

Approved June 12, 1996. Effective January 1, 1997.

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