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Substitute Senate Bill No. 684

PUBLIC ACT NO. 96-271

AN ACT CONCERNING THE CONNECTICUT BUSINESS, CORPORATION ACT AND THE CONNECTICUT STATUTORY TRUST ACT.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Subsection (b) of section 33-601 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) If the certificate of incorporation in effect on January 1, 1997, of a corporation with 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 sections 33-600 to 33-998, inclusive, but which provision was permitted to be contained in such certificate pursuant to the provisions of [chapter 599 of the general statutes, revised to January 1, 1995] APPLICABLE LAW IN EFFECT PRIOR TO JANUARY 1, 1997, the provisions contained in such certificate shall govern such corporation and the provisions of said sections shall not be held or construed to alter or affect any provision of the certificate of incorporation of such corporation inconsistent with the provisions of said sections, except as provided in sections 33-890, 33-913, 33-953 and 33-954.

Sec. 2. Section 33-602 of the general statutes, as amended by section 125 of public act 95-79, is repealed and the following is substituted in lieu thereof:

As used in sections 33-600 to 33-998, inclusive: (1) "Address" means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box. [(2) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.] [(3)] (2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue. (3) "CERTIFICATE OF INCORPORATION" MEANS THE ORIGINAL CERTIFICATE OF INCORPORATION OR RESTATED CERTIFICATE OF INCORPORATION, AND ALL AMENDMENTS THERETO, AND ALL CERTIFICATES OF MERGER OR CONSOLIDATION. IN THE CASE OF A SPECIALLY CHARTERED CORPORATION, "CERTIFICATE OF INCORPORATION" MEANS THE SPECIAL CHARTER OF THE CORPORATION, INCLUDING ANY PORTIONS OF THE CHARTERS OF ITS PREDECESSOR COMPANIES WHICH HAVE CONTINUING EFFECT, AND ANY AMENDMENTS TO THE CHARTER MADE BY SPECIAL ACT OR PURSUANT TO GENERAL LAW. IN THE CASE OF A CORPORATION FORMED BEFORE JANUARY 1, 1961, OR OF A SPECIALLY CHARTERED CORPORATION, "CERTIFICATE OF INCORPORATION" INCLUDES THOSE PORTIONS OF ANY OTHER CORPORATE INSTRUMENTS OR RESOLUTIONS OF CURRENT APPLICATION IN WHICH ARE SET OUT PROVISIONS OF THE SORT WHICH EITHER (A) ARE REQUIRED BY SECTIONS 33-600 TO 33-998, INCLUSIVE, TO BE EMBODIED IN THE CERTIFICATE OF INCORPORATION OR (B) ARE EXPRESSLY PERMITTED BY SECTIONS 33-600 TO 33-998, INCLUSIVE, TO BE OPERATIVE ONLY IF INCLUDED IN THE CERTIFICATE OF INCORPORATION. IT ALSO INCLUDES WHAT WERE, PRIOR TO JANUARY 1, 1961, DESIGNATED AT LAW AS AGREEMENTS OF ASSOCIATION, ARTICLES OF INCORPORATION, CHARTERS AND OTHER SUCH TERMS. (4) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous. (5) "Corporation" or "domestic corporation" means a corporation [for profit] WITH CAPITAL STOCK, which is not a foreign corporation, incorporated under the laws of this state, whether general law or special act and whether before or after January 1, 1997. (6) "Deliver" includes any method that is used in conventional commercial practice for furnishing information that allows for retention, retrieval and reproduction of the information by the person for whom it is furnished. (7) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption or other acquisition of shares; a distribution of indebtedness; or otherwise. (8) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 33-600 to 33-998, inclusive. (9) "Effective date of notice" is defined in section 33-603. (10) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee. (11) "Entity" includes a corporation and foreign corporation; [not-for-profit] NONPROFIT corporation; profit and [not-for-profit] NONPROFIT unincorporated association; business trust, estate, partnership, limited liability company, trust and two or more persons having a joint or common economic interest; and state, United States or foreign government. (12) "Foreign corporation" means a corporation [for profit] incorporated under a law other than the law of this state. (13) "Governmental subdivision" includes authority, county, district and municipality. (14) "Includes" denotes a partial definition. (15) "Individual" includes the estate of an incompetent or deceased individual. (16) "Means" denotes an exhaustive definition. (17) "Notice" is defined in section 33-603. (18) "Person" includes individual and entity. (19) "Principal office" of a domestic corporation means the address of the principal office of such corporation in this state, if any, as the same appears in the last annual report, if any, filed by such corporation with the Secretary of the State. If no principal office so appears, the corporation's "principal office" means the address in this state of the corporation's registered agent for service as last shown on the records of the Secretary of the State. In the case of a domestic corporation which has not filed such an annual report or appointment of registered agent for service, the "principal office" means the address of the principal place of business of such corporation in this state, if any, and if such corporation has no place of business in this state, its "principal office" shall be the office of the Secretary of the State. (20) "Proceeding" includes civil suit and criminal, administrative and investigatory action. (21) "Record date" means the date established under sections 33-665 to 33-687, inclusive, or sections 33-695 to 33-727, inclusive, on which a corporation determines the identity of its shareholders and their shareholdings for purposes of sections 33-600 to 33-998, inclusive. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed. (22) "Secretary" means the corporate officer to whom UNDER THE BYLAWS OR BY the board of directors [has] IS delegated responsibility under subsection (c) of section 33-763 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation. (23) "Secretary of the state" means the Secretary of the State of Connecticut. (24) "Shares" means the units into which the proprietary interests in a corporation are divided. (25) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. (26) "State", when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States. (27) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation. (28) "Transmitted by electronic means" means any process of communication not involving principally the physical transfer of paper [that the Secretary of the State has prescribed as suitable for retention, retrieval and reproduction by the Secretary of the State of the product of that process of communication.] (29) "United States" includes any district, authority, bureau, commission, department and other agency of the United States. (30) "Voting group" means all shares of one or more classes or series that under the [articles] CERTIFICATE of incorporation or sections 33-600 to 33-998, inclusive, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the [articles] CERTIFICATE of incorporation or said sections to vote generally on the matter are for that purpose a single voting group.

Sec. 3. Subsection (g) of section 33-603 of the general statutes is repealed and the following is substituted in lieu thereof:

(g) If sections 33-600 to 33-998, inclusive, prescribe notice requirements for particular circumstances, those requirements govern. If [articles] A CERTIFICATE of incorporation or [bylaws prescribe] BYLAW PRESCRIBES notice requirements, not inconsistent with this section or other provisions of said sections, those requirements govern.

Sec. 4. Subsection (i) of section 33-608 of the general statutes is repealed and the following is substituted in lieu thereof:

(i) The document shall be delivered to the office of the Secretary of the State for filing [, except when the document is transmitted by electronic means.]

Sec. 5. Section 33-610 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Except as provided in subsection (b) of this section and subsection (c) of section 33-611, a document [, other than the articles of incorporation of a domestic incorporation or a certificate of authority of a foreign corporation,] accepted for filing is effective: (1) At [a] 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. 6. Subsection (b) of section 33-611 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) A document is corrected: (1) By preparing [articles] A CERTIFICATE of correction that (A) [describe] DESCRIBES the document, including its filing date, or [attach] ATTACHES a copy of it to the [articles] CERTIFICATE, (B) [specify] SPECIFIES the incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and (C) [correct] CORRECTS the incorrect statement or defective execution; and (2) by delivering the [articles] CERTIFICATE to the Secretary of the State for filing.

Sec. 7. Subsection (c) of section 33-611 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) [Articles] A CERTIFICATE of correction [are] IS effective on the effective date of the document [they correct] IT CORRECTS except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, [articles] A CERTIFICATE of correction [are] IS effective when filed.

Sec. 8. Subsection (b) of section 33-612 of the general statutes is repealed and the following is substituted in lieu thereof:

(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 33-662 and [33-929] 33-928, 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.

Sec. 9. Subsection (b) of section 33-615 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) [A certificate of existence or authorization shall set forth the information provided in subdivisions (3) and (4) of subsection (b) of section 33-617.] The issuance of [such] a certificate OF EXISTENCE OR AUTHORIZATION shall be conclusive evidence that such corporation's most recent annual report required by section 33-953 has been delivered to the Secretary of the State and that [articles] A CERTIFICATE of dissolution [have] OR A CERTIFICATE OF WITHDRAWAL HAS not been filed with respect to such corporation.

Sec. 10. Subsection (a) of section 33-617 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The Secretary of the State shall charge and collect the following fees for filing documents and issuing certificates and remit them to the Treasurer for the use of the state: (1) Filing application to reserve, register [or] renew OR CANCEL registration of corporate name, thirty dollars; (2) filing transfer of reserved corporate name, thirty dollars; (3) filing [articles] CERTIFICATE of incorporation, including appointment of [statutory] REGISTERED agent, fifty dollars; (4) filing change of address of registered agent or change of [statutory] REGISTERED agent, twenty-five dollars; (5) filing notice of resignation of registered agent, twenty-five dollars; (6) filing amendment to [articles] CERTIFICATE of incorporation, fifty dollars; (7) filing restated [articles] CERTIFICATE of incorporation, fifty dollars; (8) filing [articles] CERTIFICATE of merger or share exchange, thirty dollars; (9) filing [articles] CERTIFICATE of correction, fifty dollars; (10) filing certificate of surrender of special charter and adoption of general [articles] CERTIFICATE of incorporation, fifty dollars; (11) filing [articles] CERTIFICATE of dissolution, twenty-five dollars; (12) filing [articles] CERTIFICATE of revocation of dissolution, twenty-five dollars; [(13) filing certificate of administrative dissolution, twenty-five dollars; (14)] (13) filing annual report, seventy-five dollars except as otherwise provided in sections 33-953 and 33-954; [(15)] (14) filing application of foreign corporation for certificate of authority to transact business in this state and issuing certificate of authority, fifty dollars; [(16)] (15) filing application of foreign corporation for amended certificate of authority to transact business in this state and issuing amended certificate of authority, fifty dollars; [(17)] (16) filing application for withdrawal of foreign corporation and issuing certificate of withdrawal, fifty dollars; [(18)] (17) filing application for reinstatement, seventy-five dollars; and [(19)] (18) filing a corrected annual report, fifty dollars.

Sec. 11. Subsection (b) of section 33-617 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) The Secretary of the State shall charge and collect the following miscellaneous charges and remit them to the Treasurer for the use of the state: (1) At the time of any service of process on the Secretary of the State as [statutory] 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: For each copy of each such document thereof regardless of the number of pages, twenty dollars; for affixing his certification and official seal thereto, five dollars; (3) for preparing and furnishing his certificate of existence or authorization [under section 33-636,] which certificate may reflect any and all changes of corporate names and the date or dates of filing thereof, forty dollars; (4) for preparing and furnishing his certificate of existence or authorization [under section 33-636] reflecting certificates effecting fundamental changes to a certificate of incorporation and the date or dates of filing thereof, sixty dollars; and (5) for other services for which fees are not provided by the general statutes the Secretary of the State may charge such fees as will in his judgment cover the cost of the services provided.

Sec. 12. Subsection (a) of section 33-618 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation shall pay, and the Secretary of the State shall charge and collect from such corporation, a franchise tax, based upon the number of shares which it will have authority to issue or the increase in the number of shares which it will have authority to issue, whenever it: (1) Files [articles] A CERTIFICATE of incorporation; (2) files [articles] A CERTIFICATE of amendment increasing the number of authorized shares; (3) files [articles] A CERTIFICATE of merger increasing the number of authorized shares which a surviving or new domestic corporation will have authority to issue above the aggregate number of shares which the merging domestic corporations had authority to issue; or (4) files [articles] A CERTIFICATE of correction increasing the number of authorized shares which the corporation will have authority to issue. The franchise tax payable on an increase in the number of authorized shares shall be imposed only on the increased number of such shares. A specially chartered corporation which shall reincorporate under sections 33-600 to 33-998, inclusive, as provided in section 33-913 shall be taxed only to the extent, if any, by which the number of its authorized shares shall thereby be increased.

Sec. 13. Subsection (d) of section 33-618 of the general statutes is repealed and the following is substituted in lieu thereof:

(d) The taxes imposed by this section shall not apply to the authorization, issuance, transfer or exchange of stock or securities to make effective any plan of corporate reorganization or adjustment confirmed or approved as provided in subdivision (1), (2) [,] OR (3) [or (4)] of this subsection, provided the authorization, issuance, transfer or exchange of such stock or securities occurs within five years from the date of such confirmation or approval: (1) Confirmed under the Bankruptcy Act, 30 Stat. 544, USC Title 11, as amended, or the Bankruptcy Code, 92 Stat. 2549-2688, USC Title 11, as amended; (2) approved in an equity receivership proceeding in a court involving a railroad as defined in Section 101(33) of the Bankruptcy Code, as amended, 92 Stat. 2553, 11 USC 101(33); (3) approved in an equity receivership proceeding in a court involving a corporation, as defined in Section 101(8) of the Bankruptcy Code, as amended, 92 Stat. 2550, 11 USC 101(8) [4m. [0m [; (4) approved in an equity receivership proceeding in a court involving a corporation undergoing insolvency proceedings under chapter 784.]

Sec. 14. Section 33-623 of the general statutes is repealed and the following is substituted in lieu thereof:

The Secretary of the State may adopt regulations in accordance with the provisions of chapter 54 governing the filing WITH and delivery of documents TO THE OFFICE OF THE SECRETARY OF THE STATE under sections 33-600 to 33-998, inclusive, by electronic means, including facsimile and computer transmission.

Sec. 15. Section 33-635 of the general statutes is repealed and the following is substituted in lieu thereof:

One or more persons may act as the incorporator or incorporators of a corporation by delivering [articles] A CERTIFICATE of incorporation to the Secretary of the State for filing.

Sec. 16. Section 33-636 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The [articles] CERTIFICATE of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 33-655; (2) the number of shares the corporation is authorized to issue; (3) the street address of the corporation's initial registered office and the name of its initial registered agent at that office; and (4) the name and address of each incorporator.

(b) The [articles] CERTIFICATE of incorporation may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (A) The purpose or purposes for which the corporation is organized; (B) managing the business and regulating the affairs of the corporation; (C) defining, limiting and regulating the powers of the corporation, its board of directors and shareholders; (D) a par value for authorized shares or classes of shares; (E) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; (3) any provision that under sections 33-600 to 33-998, inclusive, is required or permitted to be set forth in the bylaws; and (4) a provision limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the corporation during the year of the violation if such breach did not (A) involve a knowing and culpable violation of law by the director, (B) enable the director or an associate, as defined in section 33-840, to receive an improper personal economic gain, (C) show a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, or (E) create liability under section 33-757. No such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision.

(c) The [articles] CERTIFICATE of incorporation need not set forth any of the corporate powers enumerated in sections 33-600 to 33-998, inclusive.

Sec. 17. Section 33-637 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) [Unless a delayed effective date is specified, the] THE corporate existence begins when the [articles] CERTIFICATE of incorporation [are] IS filed.

(b) The Secretary of the State's filing of the [articles] 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. 18. Subsection (a) of section 33-639 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) After incorporation: (1) If initial directors are named in the [articles] 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 [articles] 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.

Sec. 19. Subsection (b) of section 33-640 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the [articles] CERTIFICATE of incorporation.

Sec. 20. Subsection (a) of section 33-641 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless the [articles] CERTIFICATE of incorporation [provide] 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 shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors.

Sec. 21. Subsection (a) of section 33-645 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Every corporation incorporated under sections 33-600 to 33-998, inclusive, has the purpose of engaging in any lawful business except that of a [state] bank and trust company, savings bank or [building] SAVINGS and loan association, unless a more limited purpose is set forth in the [articles] CERTIFICATE of incorporation.

Sec. 22. Subsection (c) of section 33-645 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) No corporation may be formed under sections 33-600 to 33-998, inclusive, for the purpose of transacting the business of an insurance company or a surety or indemnity company, unless (1) it is an affiliate of an insurance company chartered by, incorporated, organized or constituted within or under the laws of this state, and (2) at the time of the filing of its [articles] CERTIFICATE of incorporation, there is also filed a certificate issued by the Insurance Commissioner pursuant to section 33-646 authorizing the formation of the corporation. No corporation formed under sections 33-600 to 33-998, inclusive, shall have power to transact in this state the business of an insurance company or a surety or indemnity company until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41.

Sec. 23. Subsection (a) of section 33-646 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A certificate authorizing the formation of a corporation to transact the business of an insurance company shall be issued by the Insurance Commissioner if the following is submitted to him by the incorporators and is deemed to be satisfactory: (1) The proposed [articles] CERTIFICATE of incorporation, which shall state that the corporation has, as a purpose, the doing of an insurance business; (2) the proposed bylaws of the corporation; and (3) such information as the commissioner shall require to evaluate the objectives, management and control of the proposed corporation.

Sec. 24. Section 33-647 of the general statutes is repealed and the following is substituted in lieu thereof:

Unless its [articles] CERTIFICATE of incorporation [provide] 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 business and affairs, including without limitation power: (1) To sue and be sued, complain and defend in its corporate name; (2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) To make and amend bylaws, not inconsistent with its [articles] CERTIFICATE of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation; (4) To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (5) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property; (6) To purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity; (7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income; (8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (9) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity; (10) To conduct its business, locate offices and exercise the powers granted by sections 33-600 to 33-998, inclusive, within or without this state; (11) To elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation and lend them money and credit; (12) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents; (13) To make donations for the public welfare or for charitable, scientific or educational purposes; (14) To transact any lawful business that will aid government policy; and (15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

Sec. 25. Subsection (b) of section 33-649 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) A corporation's power to act may be challenged: (1) In a proceeding by a shareholder against the corporation to enjoin the act; OR (2) in a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation [; or (3) in a proceeding by the Attorney General under section 33-896.]

Sec. 26. Section 33-655 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The name of each corporation formed after January 1, 1961: (1) Shall contain the word "corporation", "incorporated", "company", "Societa per Azioni" or "limited", or the abbreviation "corp.", "inc.", "co.", "S.p.A." or "ltd.", or words or abbreviations of like import in another language; and (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 33-645 and its [articles] 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 incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under section 33-656 or 33-657; (3) the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; (4) the corporate name of a [not-for-profit] NONPROFIT corporation incorporated or authorized to transact business in this state; (5) the corporate name of any domestic or foreign nonstock corporation incorporated or authorized to transact business in this state; (6) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; [and] (7) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state AND (8) THE NAME OF ANY DOMESTIC OR FOREIGN LIMITED LIABILITY PARTNERSHIP ORGANIZED OR AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE.

(c) A corporation may apply to the Secretary of the State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use of the name applied for if: (1) The other corporation LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY OR LIMITED LIABILITY PARTNERSHIP, 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 transact business in this state and the [proposed user] 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) Sections 33-600 to 33-998, inclusive, do not control the use of fictitious names.

Sec. 27. Section 33-656 of the general statutes is repealed and the following is substituted in lieu thereof:

(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. 28. Subsection (a) of section 33-657 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 33-925, if the name is distinguishable upon the records of the Secretary of the State from the [corporate] names that are not available under [subdivision (3) of] subsection (b) of section 33-655.

Sec. 29. Subsection (a) of section 33-661 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of change that sets forth: (1) The name of the corporation; (2) 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 [4m. [0m [; and (6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.]

Sec. 30. Subsection (a) of section 33-663 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation's registered agent is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the corporation. SERVICE MAY BE EFFECTED BY LEAVING A TRUE AND ATTESTED COPY OF THE PROCESS, NOTICE OR DEMAND WITH SUCH AGENT OR, IN THE CASE OF AN AGENT WHO IS A NATURAL PERSON, BY LEAVING IT AT SUCH AGENT'S USUAL PLACE OF ABODE IN THIS STATE.

Sec. 31. Section 33-665 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The [articles] CERTIFICATE of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the [articles] CERTIFICATE of incorporation shall prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations and relative rights of that class shall be described in the [articles] CERTIFICATE of incorporation. All shares of a class shall have preferences, limitations and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 33-666.

(b) The [articles] CERTIFICATE of incorporation shall authorize (1) one or more classes of shares that together have unlimited voting rights, and (2) one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.

(c) The [articles] CERTIFICATE of incorporation may authorize one or more classes of shares that: (1) Have special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by sections 33-600 to 33-998, inclusive; (2) are redeemable or convertible as specified in the [articles] CERTIFICATE of incorporation (A) at the option of the corporation, the shareholder or another person or upon the occurrence of a designated event, (B) for cash, indebtedness, securities or other property, (C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events; (3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; (4) have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

(d) The description of the designations, preferences, limitations and relative rights of share classes in subsection (c) of this section is not exhaustive.

Sec. 32. Subsection (a) of section 33-666 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) If the [articles] CERTIFICATE of incorporation so [provide] PROVIDES, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, within the limits set forth in section 33-665, of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series.

Sec. 33. Subsection (d) of section 33-666 of the general statutes is repealed and the following is substituted in lieu thereof:

(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of the State for filing [articles] A CERTIFICATE of amendment, which [are] IS effective without shareholder action, that [set] SETS forth: (1) The name of the corporation; (2) the text of the amendment determining the terms of the class or series of shares; (3) the date it was adopted; and (4) a statement that the amendment was duly adopted by the board of directors.

Sec. 34. Subsection (a) of section 33-667 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation may issue the number of shares of each class or series authorized by the [articles] CERTIFICATE of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or cancelled.

Sec. 35. Subsection (a) of section 33-668 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) arrange for disposition of fractional shares by the shareholders; AND (3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

Sec. 36. Subsection (a) of section 33-672 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the [articles] CERTIFICATE of incorporation.

Sec. 37. Subsection (e) of section 33-672 of the general statutes is repealed and the following is substituted in lieu thereof:

(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, THE ISSUANCE OF the shares escrowed or restricted and the distributions credited may be [cancelled] RESCINDED in whole or part. SHARES WHOSE ISSUANCE HAVE BEEN SO RESCINDED SHALL RETURN TO BEING AUTHORIZED BUT UNISSUED.

Sec. 38. Subsection (b) of section 33-673 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) Unless otherwise provided in the [articles] CERTIFICATE of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.

Sec. 39. Section 33-674 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless the [articles] CERTIFICATE of incorporation [provide] PROVIDES otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the [articles] CERTIFICATE of incorporation so [authorize] AUTHORIZES, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued.

(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

Sec. 40. Subsection (a) of section 33-677 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless the [articles] CERTIFICATE of incorporation or [bylaws provide] A BYLAW PROVIDES otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

Sec. 41. Subsection (a) of section 33-678 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The [articles] CERTIFICATE of incorporation, THE bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

Sec. 42. Subsection (c) of section 33-678 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) A restriction [of] ON the transfer or registration of transfer of shares is authorized: (1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) to preserve exemptions under federal or state securities law; (3) for any other reasonable purpose.

Sec. 43. Section 33-683 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the [articles] CERTIFICATE of incorporation so [provide] PROVIDES or as set forth in subsection (d) of this section. (b) A statement included in the [articles]

CERTIFICATE of incorporation that "the corporation elects to have preemptive rights", or words of similar import, means that the following principles apply except to the extent the [articles] CERTIFICATE of incorporation expressly [provide] PROVIDES otherwise: (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them. (2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration. (3) There is no preemptive right with respect to: (A) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (B) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (C) shares authorized in [articles] THE CERTIFICATE of incorporation that are issued within six months from the effective date of incorporation; (D) shares sold otherwise than for money. (4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class. (5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights. (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.

(c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

(d) Notwithstanding any provision of this section to the contrary, the shareholders of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, [1996] 1997, shall, unless the [articles] CERTIFICATE of incorporation expressly [provide] PROVIDES otherwise, have the preemptive rights provided in subsection (b) of this section.

Sec. 44. Section 33-684 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.

(b) If the [articles] CERTIFICATE of incorporation [prohibit] PROHIBITS the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the [articles] CERTIFICATE of incorporation.

(c) The board of directors may adopt [articles] A CERTIFICATE of amendment under this section without shareholder action and deliver [them] IT to the Secretary of the State for filing. The [articles] CERTIFICATE shall set forth: (1) The name of the corporation; (2) the reduction in the number of authorized shares, itemized by class and series; and (3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

Sec. 45. Subsection (a) of section 33-687 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the [articles] CERTIFICATE of incorporation and the limitation in subsection (c) of this section.

Sec. 46. Subsection (c) of section 33-687 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) No distribution may be made if, after giving it effect: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) the corporation's total assets would be less than the sum of its total liabilities plus, unless the [articles] CERTIFICATE of incorporation [permit] PERMITS otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

Sec. 47. Subsection (a) of section 33-696 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the [articles] CERTIFICATE of incorporation or bylaws; or (2) if the holders of at least ten per cent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held, except that if the corporation has a class of voting stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended from time to time, and no person held ten per cent or more of such votes on February 1, 1988, the corporation need not hold such meeting except upon demand of the holders of not less than thirty-five per cent of such votes.

Sec. 48. Subsection (a) of section 33-698 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Any action which, under any provision of sections 33-600 to 33-998, inclusive, may be taken at a meeting of shareholders may be taken without a meeting as follows: (1) By consent in writing, setting forth the action so taken or to be taken, signed by all of the persons who would be entitled to vote upon such action at a meeting, or by their duly authorized attorneys, which action for purposes of this section is hereafter referred to as "unanimous written consent"; or (2) if the [articles] CERTIFICATE of incorporation so [provide] PROVIDES, by consent in writing, setting forth the action to be taken, signed by persons holding such designated proportion, not less than a majority, of the voting power of shares, or of the shares of any particular class, entitled to vote thereon or to take such action, as may be provided in the [articles] CERTIFICATE of incorporation, or their duly authorized attorneys; except that directors may not be elected by action of shareholders without a meeting of shareholders other than by unanimous written consent, or pursuant to a plan of merger. If action is proposed to be taken by written consent of less than all of such persons, or their duly authorized attorneys, notice in writing of such proposed action shall be given to each person who would be entitled to vote thereon at a meeting held for that purpose. Such notice shall be given in the manner of giving notice of a meeting of shareholders not less than twenty days nor more than fifty days before the date any such consents are to become effective. If not less than five days before the date any such consents are to become effective, the secretary of the corporation shall have received from such persons, or their duly authorized attorneys, holding not less than one-tenth of the voting power of all shares entitled to vote at such a meeting, a demand in writing that such action not be taken by written consent, all persons to whom such notice was given shall be so notified, and the corporation shall not take such proposed action except at a meeting of shareholders. The secretary shall file such consent or consents, or certify the tabulation of such consents and file such certificate, with the minutes of the meetings of the shareholders. Any consent or consents which become effective as provided herein shall have the same force and effect as a vote of shareholders at a meeting duly held, and may be stated as such in any certificate or document filed under sections 33-600 to 33-998, inclusive.

Sec. 49. Subsection (a) of section 33-699 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. Unless sections 33-600 to 33-998, inclusive, or the [articles] CERTIFICATE of incorporation [require] REQUIRES otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

Sec. 50. Subsection (b) of section 33-699 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) Unless sections 33-600 to 33-998, inclusive, or the [articles] CERTIFICATE of incorporation [require] REQUIRES otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

Sec. 51. Subsection (a) of section 33-700 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A shareholder may waive any notice required by sections 33-600 to 33-998, inclusive, the [articles] 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 shareholder entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

Sec. 52. Subsection (a) of section 33-705 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Except as provided in subsections (b) and (c) of this section or unless the [articles] CERTIFICATE of incorporation [provide] PROVIDES otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting.

Sec. 53. Subsection (e) of section 33-705 of the general statutes is repealed and the following is substituted in lieu thereof:

(e) A corporation may, by provision in its [articles] CERTIFICATE of incorporation, confer upon holders of any debt securities issued or to be issued by the corporation, whether or not secured by mortgage or otherwise, such voting rights in respect of the corporate affairs and management of the corporation as may be therein provided.

Sec. 54. Section 33-709 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the [articles] CERTIFICATE of incorporation or sections 33-600 to 33-998, inclusive, provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(c) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the [articles] CERTIFICATE of incorporation or sections 33-600 to 33-998, inclusive, require a greater number of affirmative votes.

(d) An amendment of [articles] THE CERTIFICATE of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 33-711.

(e) The election of directors is governed by section 33-712.

Sec. 55. Section 33-710 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) If the [articles] CERTIFICATE of incorporation or sections 33-600 to 33-998, inclusive, [provide] PROVIDES for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 33-709.

(b) If the [articles] CERTIFICATE of incorporation or sections 33-600 to 33-998, inclusive, [provide] PROVIDES for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 33-709. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.

Sec. 56. Section 33-711 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The [articles] CERTIFICATE of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by sections 33-600 to 33-998, inclusive.

(b) An amendment to the [articles] 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 voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

Sec. 57. Section 33-712 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless otherwise provided in the [articles] CERTIFICATE of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(b) Shareholders do not have a right to cumulate their votes for directors unless the [articles] CERTIFICATE of incorporation so [provide] PROVIDES.

(c) A statement included in the [articles] CERTIFICATE of incorporation that "all or a designated voting group of shareholders are entitled to cumulate their votes for directors", or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) a shareholder who has the right to cumulate his votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of his intent to cumulate his votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.

Sec. 58. Subsection (b) of section 33-717 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) An agreement authorized by this section shall be: (1) Set forth (A) in the [articles] CERTIFICATE of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement or (B) in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation; (2) subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise; and (3) valid for ten years, unless the agreement provides otherwise.

Sec. 59. Subsection (d) of section 33-717 of the general statutes is repealed and the following is substituted in lieu thereof:

(d) An agreement authorized by this section shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's [articles] CERTIFICATE of incorporation or bylaws, adopt an amendment to the [articles] CERTIFICATE of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.

Sec. 60. Section 33-726 of the general statutes is repealed and the following is substituted in lieu thereof:

On termination of the derivative proceeding the court may:

(1) Order the corporation to pay the plaintiff's reasonable expenses, including [counsel] ATTORNEY'S fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; (2) Order the plaintiff to pay any defendant's reasonable expenses, including [counsel] ATTORNEY'S fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or (3) Order a party to pay an opposing party's reasonable expenses, including [counsel] ATTORNEY'S fees, incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.

Sec. 61. Subsection (b) of section 33-735 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed BY OR under the direction of, its board of directors, subject to any limitation set forth in the [articles] CERTIFICATE of incorporation or in an agreement authorized under section 33-717.

Sec. 62. Section 33-736 of the general statutes is repealed and the following is substituted in lieu thereof:

The [articles] CERTIFICATE of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the [articles] CERTIFICATE of incorporation or bylaws so prescribe.

Sec. 63. Section 33-737 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the [articles] 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 [articles]

CERTIFICATE of incorporation or the bylaws. (c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 33-740.

Sec. 64. Section 33-738 of the general statutes is repealed and the following is substituted in lieu thereof:

If the [articles] CERTIFICATE of incorporation [authorize] AUTHORIZES dividing the shares into classes, the [articles] CERTIFICATE may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.

Sec. 65. Subsection (a) of section 33-740 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The [articles] CERTIFICATE of incorporation may provide for staggering the terms of directors by dividing the total number of directors into up to five groups, with each group containing approximately the same percentage of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, the terms of the third group, if any, expire at the third annual shareholders' meeting after their election, the terms of the fourth group, if any, expire at the fourth annual shareholders' meeting after their election, and the terms of the fifth group, if any, expire at the fifth annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years, three years, four years or five years, as the case may be, to succeed those whose terms expire.

Sec. 66. Subsection (a) of section 33-742 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The shareholders may remove one or more directors with or without cause unless the [articles] CERTIFICATE of incorporation [provide] PROVIDES that directors may be removed only for cause.

Sec. 67. Subsection (a) of section 33-744 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless the [articles] CERTIFICATE of incorporation [provide] 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 shareholders may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

Sec. 68. Section 33-745 of the general statutes is repealed and the following is substituted in lieu thereof: Unless the [articles] CERTIFICATE of incorporation or [bylaws provide] A BYLAW PROVIDES otherwise, the board of directors may fix the compensation of directors.

Sec. 69. Subsection (b) of section 33-748 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) Unless the [articles] CERTIFICATE of incorporation or [bylaws provide] A BYLAW PROVIDES 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. Subsection (a) of section 33-749 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless the [articles] CERTIFICATE of incorporation or [bylaws provide] A BYLAW PROVIDES otherwise, action required or permitted by sections 33-600 to 33-998, inclusive, 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.

Sec. 71. Section 33-750 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless the [articles] CERTIFICATE of incorporation or [bylaws provide] A BYLAW PROVIDES otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.

(b) Unless the [articles] CERTIFICATE of incorporation or [bylaws provide] A BYLAW PROVIDES for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the [articles] CERTIFICATE of incorporation or bylaws.

Sec. 72. Subsection (a) of section 33-751 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A director may waive any notice required by sections 33-600 to 33-998, inclusive, the [articles] 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.

Sec. 73. Section 33-752 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless the [articles] CERTIFICATE of incorporation or [bylaws] A BYLAW REQUIRES require a greater number, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) a majority of the number of directors prescribed [,] or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(b) The [articles] 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.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the [articles] CERTIFICATE of incorporation or [bylaws require] A BYLAW REQUIRES 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. 74. Section 33-753 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Unless the [articles] CERTIFICATE of incorporation or [bylaws provide] A BYLAW PROVIDES otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board of directors.

(b) The creation of a committee and appointment of members to it shall be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the [articles] CERTIFICATE of incorporation or bylaws to take action under section 33-752.

(c) (1) In the case of a corporation with at least one hundred shareholders, which is not otherwise required to have an audit committee under federal law or regulation or the regulation of a national securities exchange registered under the Securities Exchange Act of 1934, as amended, the board of directors shall, in the manner provided in subsection (b) of this section, whether or not the bylaws provide for such a committee, designate two or more directors to constitute an audit committee, at least one of whom shall be independent, if the board of directors includes an independent director. A director shall be deemed to be "independent" unless (A) such director, or any spouse, [parents or children] PARENT OR CHILD of such director, or any other corporation, firm or organization in which such director or any [member of such director's immediate family] SUCH SPOUSE, PARENT OR CHILD has a substantial interest, or any combination thereof, has or at any time during the last two fiscal years of the corporation has had one or more of the following relationships: (i) That of officer or employee of the corporation or of any other corporation, firm or organization which owns a ten per cent or more debt or equity interest in the corporation or in which the corporation owns a ten per cent or more debt or equity interest; (ii) that of ownership of ten per cent or more of the debt or equity of the corporation; or (iii) that of a business or professional relationship with the corporation, other than by reason of the directorship itself, where the amount involved in all transactions which result from such relationship during any fiscal year of the corporation exceeds forty thousand dollars, or where the amount derived from transactions directly between the corporation and such director or such [a member of such director's immediate family] SPOUSE, PARENT OR CHILD exceeds five per cent of such director's annual income, or (B) such director serves as an independent director on the boards of directors of more than five corporations. (2) The audit committee shall perform such functions as the bylaws or a resolution of the board of directors of the corporation may provide, except that if any such corporation engages or proposes to engage an independent public accountant to review the preparation of and render reports on the financial statements of the corporation, notwithstanding any provisions of the bylaws or such resolution, the audit committee shall review, evaluate and advise the board of directors with respect to (A) the proposed engagement and any succeeding engagement of the accountant or any successor, and (B) the functions performed by the accountant pursuant to the terms of the accountant's engagement.

(d) [Sections] THE PROVISIONS OF SECTIONS 33-748 to 33-752, inclusive, [which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply] SHALL BE APPLICABLE to committees and their members [4m. [0m [as well.]

(e) To the extent specified by the board of directors or in the [articles] CERTIFICATE of incorporation or bylaws, each committee may exercise the authority of the board of directors under section 33-735.

(f) A committee may not, however: (1) Authorize distributions; (2) approve or propose to shareholders action that sections 33-600 to 33-998, inclusive, require be approved by shareholders; (3) fill vacancies on the board of directors or on any of its committees; (4) amend [articles] THE CERTIFICATE of incorporation pursuant to section 33-796; (5) adopt, amend or repeal bylaws; (6) approve a plan of merger not requiring shareholder approval; (7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or a senior executive officer of the corporation to do so within limits specifically prescribed by the board of directors.

(g) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 33-756.

Sec. 75. Subsection (a) of section 33-757 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A director who votes for or assents to a distribution made in violation of section 33-687 or the [articles] CERTIFICATE of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating said section or the [articles] CERTIFICATE of incorporation if it is established that he did not perform his duties in compliance with section 33-756. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.

Sec. 76. Subsection (b) of section 33-757 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution: (1) From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and (2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 33-687 or the [articles] CERTIFICATE of incorporation.

Sec. 77. Subsection (f) of section 33-771 of the general statutes is repealed and the following is substituted in lieu thereof:

(f) Notwithstanding any provision of this section to the contrary, a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, [1996] 1997, shall, except to the extent that the [articles] CERTIFICATE of incorporation expressly [provide] 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 33-775.

Sec. 78. Section 33-772 of the general statutes is repealed and the following is substituted in lieu thereof:

Unless limited by its [articles] 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. 79. Section 33-774 of the general statutes is repealed and the following is substituted in lieu thereof:

Unless a corporation's [articles] CERTIFICATE of incorporation [provide] 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 mandatory indemnification under section 33-772, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standard of conduct set forth in section 33-771 or was adjudged liable as described in subsection (d) of said section, but if he was adjudged so liable his indemnification is limited to reasonable expenses incurred.

Sec. 80. Section 33-776 of the general statutes is repealed and the following is substituted in lieu thereof:

Unless a corporation's [articles] CERTIFICATE of incorporation [provide] PROVIDES otherwise: (1) An officer of the corporation who is not a director is entitled to mandatory indemnification under section 33-772, and is entitled to apply for court-ordered indemnification under section 33-774, in each case to the same extent as a director; (2) The corporation may indemnify and advance expenses under sections 33-770 to 33-778, inclusive, to an officer, employee or agent of the corporation who is not a director to the same extent as to a director; (3) [A] 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 [articles] CERTIFICATE of incorporation, bylaws, OR general or specific action of its board of directors [or contract] 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 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, [1996] 1997, shall, except to the extent that the [articles] CERTIFICATE of incorporation expressly [provide] PROVIDES otherwise, indemnify and advance expenses under sections 33-770 to 33-778, inclusive, 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 33-771, as limited by section 33-775 AND FOR THIS PURPOSE THE DETERMINATION REQUIRED BY SECTION 33-775 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. 81. Subsection (a) of section 33-778 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its [articles] CERTIFICATE of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with sections 33-770 to 33-778, inclusive. If [articles] THE CERTIFICATE of incorporation [limit] LIMITS indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the [articles] CERTIFICATE OF INCORPORATION.

Sec. 82. Section 33-781 of the general statutes is repealed and the following is substituted in lieu thereof:

As used in sections 33-781 to 33-784, inclusive:

(1) "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, if: (A) Whether or not the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that he or a related person is a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director's judgment if he were called upon to vote on the transaction; or (B) The transaction is brought, or is of such character and significance to the corporation that it would in the normal course be brought, before the board of directors of the corporation for action, and the director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the person that the interest would reasonably be expected to exert an influence on the director's judgment if he were called upon to vote on the transaction: (i) An entity, other than the corporation, of which the director is a director, general partner, agent or employee; (ii) a person that controls one or more of the entities specified in subparagraph (B)(i) of this [section] 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 [section] 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. 83. Subsection (b) of section 33-782 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) A director's conflicting interest transaction may not be enjoined, set aside or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which he has a personal, economic or other association, has an interest in the transaction, if: (1) Directors' action respecting the transaction was at any time taken in compliance with section 33-783; (2) shareholders' action respecting the transaction was at any time taken in compliance with section 33-784; OR (3) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.

Sec. 84. Section 33-795 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation may amend its [articles] CERTIFICATE of incorporation at [anytime] ANY TIME to add or change a provision that is required or permitted in the [articles] CERTIFICATE of incorporation or to delete a provision not required in the [articles] CERTIFICATE of incorporation. Whether a provision is required or permitted in the [articles] CERTIFICATE of incorporation is determined as of the effective date of the amendment.

(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the [articles] CERTIFICATE of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose or duration of the corporation.

Sec. 85. Section 33-796 of the general statutes is repealed and the following is substituted in lieu thereof: Unless the [articles] CERTIFICATE of incorporation [provide] PROVIDES otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's [articles] CERTIFICATE of incorporation without shareholder action: (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) to delete the names and addresses of the initial directors; (3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of the State; (4) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding; (5) to change the corporate name by substituting the word "corporation", "incorporated", "company", "Societa per Azioni" or "limited", or the abbreviation "corp.", "inc.", "co.", "S.p.A." or "ltd.", for a similar word or abbreviation in the name or by adding, deleting or changing a geographical attribution for the name; or (6) to make any other change expressly permitted by sections 33-600 to 33-998, inclusive, to be made without shareholder action.

Sec. 86. Subsection (a) of section 33-797 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation's board of directors may propose one or more amendments to the [articles] CERTIFICATE of incorporation for submission to the shareholders.

Sec. 87. Subsection (e) of section 33-797 of the general statutes is repealed and the following is substituted in lieu thereof:

(e) Unless sections 33-600 to 33-998, inclusive, the [articles] CERTIFICATE of incorporation or the board of directors acting pursuant to subsection (c) of this section [require] REQUIRES a greater vote or a vote by voting groups, and except as provided in subsection (f) of this section, the amendment to be adopted must be approved by: (1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and (2) the votes required by sections 33-709 and 33-710 by every other voting group entitled to vote on the amendment.

Sec. 88. Subsection (f) of section 33-797 of the general statutes is repealed and the following is substituted in lieu thereof:

(f) Notwithstanding any provision of subsection (e) of this section to the contrary, an amendment to the [articles] CERTIFICATE of incorporation of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, [1996] 1997, and which at the time of any shareholder vote on such a proposed amendment has less than one hundred shareholders of record, shall, unless the [articles] CERTIFICATE of incorporation of such corporation expressly [provide] PROVIDES otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon.

Sec. 89. Subsection (d) of section 33-798 of the general statutes is repealed and the following is substituted in lieu thereof:

(d) A class or series of shares is entitled to the voting rights granted by this section although the [articles] CERTIFICATE of incorporation [provide] PROVIDES that the shares are nonvoting shares.

Sec. 90. Section 33-799 of the general statutes is repealed and the following is substituted in lieu thereof:

If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's [articles] CERTIFICATE of incorporation.

Sec. 91. Section 33-800 of the general statutes is repealed and the following is substituted in lieu thereof:

A corporation amending its [articles] CERTIFICATE of incorporation shall deliver to the Secretary of the State for filing [articles] A CERTIFICATE of amendment setting forth: (1) The name of the corporation; (2) the text of each amendment adopted; (3) if an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (4) the date of each amendment's adoption; (5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; (6) if an amendment was approved by the shareholders (A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment and number of votes of each voting group indisputably represented at the meeting, (B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.

Sec. 92. Section 33-801 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation's board of directors may restate its [articles] CERTIFICATE of incorporation at any time with or without shareholder action.

(b) The restatement may include one or more amendments to the [articles] CERTIFICATE OF INCORPORATION. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in section 33-797.

(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 33-699. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the [articles] CERTIFICATE OF INCORPORATION.

(d) A corporation restating its [articles] CERTIFICATE of incorporation shall deliver to the Secretary of the State for filing [articles] A CERTIFICATE of restatement setting forth the name of the corporation and the text of the restated [articles] CERTIFICATE of incorporation together with a certificate setting forth: (1) Whether the restatement contains an amendment to the [articles] CERTIFICATE OF INCORPORATION requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or (2) if the restatement contains an amendment to the [articles] CERTIFICATE OF INCORPORATION requiring shareholder approval, the information required by section 33-800.

(e) [Duly] A DULY adopted restated [articles] CERTIFICATE of incorporation [supersede] SUPERSEDES the original [articles] CERTIFICATE of incorporation and all amendments to [them] IT.

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

Sec. 93. Subsection (a) of section 33-802 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation's [articles] CERTIFICATE of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the [articles] CERTIFICATE of incorporation after amendment [contain] CONTAINS only provisions required or permitted by section 33-636.

Sec. 94. Subsection (b) of section 33-802 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) The individual or individuals designated by the court shall deliver to the Secretary of the State for filing [articles] 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 [articles] 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.

Sec. 95. Section 33-803 of the general statutes is repealed and the following is substituted in lieu thereof:

An amendment to [articles] THE 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 shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.

Sec. 96. Subsection (a) of section 33-806 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The [articles] CERTIFICATE of incorporation or sections 33-600 to 33-998, inclusive, reserve this power exclusively to the shareholders in whole or part; or (2) the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

Sec. 97. Subsection (a) of section 33-807 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) If authorized by the [articles] CERTIFICATE of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders or voting groups of shareholders than is required by sections 33-600 to 33-998, inclusive. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

Sec. 98. Subsection (c) of section 33-815 of the general statutes is repealed and the following is substituted in lieu thereof:

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

Sec. 99. Subsection (e) of section 33-817 of the general statutes is repealed and the following is substituted in lieu thereof:

(e) Unless sections 33-600 to 33-998, inclusive, the [articles] CERTIFICATE of incorporation or the board of directors acting pursuant to subsection (c) of this section [require] REQUIRES a greater vote or a vote by voting groups, and except as provided in subsection (j) of this section, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

Sec. 100. Subsection (f) of section 33-817 of the general statutes is repealed and the following is substituted in lieu thereof:

(f) Separate voting by voting groups is required: (1) On a plan of merger if the plan contains a provision that, if contained in a proposed amendment to [articles] THE CERTIFICATE of incorporation, would require action by one or more separate voting groups on the proposed amendment under section 33-798; (2) on a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.

Sec. 101. Subsection (g) of section 33-817 of the general statutes is repealed and the following is substituted in lieu thereof:

(g) Action by the shareholders of the surviving corporation on a plan of merger is not required if: (1) The [articles] CERTIFICATE of incorporation of the surviving corporation will not differ, except for amendments enumerated in section 33-796, from its [articles] CERTIFICATE OF INCORPORATION before the merger; (2) each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after; (3) the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty per cent the total number of voting shares of the surviving corporation outstanding immediately before the merger; and (4) the number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty per cent the total number of participating shares outstanding immediately before the merger.

Sec. 102. Subsection (i) of section 33-817 of the general statutes is repealed and the following is substituted in lieu thereof:

(i) After a merger or share exchange is authorized, and at any time before [articles] THE CERTIFICATE of merger or share exchange [are] IS filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.

Sec. 103. Subsection (j) of section 33-817 of the general statutes is repealed and the following is substituted in lieu thereof:

(j) Notwithstanding any provision of subsection (e) of this section to the contrary, a plan of merger or share exchange of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, [1996] 1997, to be authorized by such corporation, shall be approved by (1) the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless the [articles] CERTIFICATE of incorporation expressly [provide] PROVIDES otherwise, provided if such corporation is the surviving corporation of such merger and such plan of merger will not effect any change in or amendment to the [articles] CERTIFICATE of incorporation of such corporation and the shares to be issued under the plan of merger could have been issued by the board of directors of such corporation without further authorization of the shareholders of such corporation, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the corporation's shareholders, and (2) the affirmative vote of at least two-thirds of the voting power of each class of stock of such corporation outstanding prior to January 1, [1996] 1997, and not otherwise entitled to vote thereon, unless the [articles] CERTIFICATE of incorporation expressly [provide] PROVIDES otherwise; provided if such corporation is the surviving corporation of such merger and such plan of merger or share exchange does not contain any provisions which, if contained in a proposed amendment to the [articles] CERTIFICATE of incorporation of such corporation, would entitle any class or series of shareholders of such surviving corporation to vote as a class or series as provided in subsection (f) of section 33-797 or section 33-798, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the holders of such class or series not otherwise entitled to vote thereon.

Sec. 104. Subsection (d) of section 33-818 of the general statutes is repealed and the following is substituted in lieu thereof:

(d) The parent may not deliver [articles] A CERTIFICATE of merger to the Secretary of the State for filing until at least thirty days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.

Sec. 105. Subsection (e) of section 33-818 of the general statutes is repealed and the following is substituted in lieu thereof:

(e) [Articles] A CERTIFICATE of merger under this section may not contain amendments to the [articles] CERTIFICATE of incorporation of the parent corporation, except for amendments enumerated in section 33-796.

Sec. 106. Section 33-819 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of the State for filing [articles] A CERTIFICATE of merger or share exchange setting forth: (1) The plan of merger or share exchange; (2) if shareholder approval was not required, a statement to that effect; (3) if approval of the shareholders of one or more corporations party to the merger or share exchange was required: (A) The designation, number of outstanding shares and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and (B) either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.

(b) A merger or share exchange takes effect upon the effective date of the [articles] CERTIFICATE of merger or share exchange. Sec. 107. Section 33-820 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment; (3) The surviving corporation has all liabilities of each corporation party to the merger; (4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; (5) The [articles] CERTIFICATE of incorporation of the surviving corporation [are] IS amended to the extent provided in the plan of merger; and (6) The shares of each corporation party to the merger that are to be converted into shares, obligations or other securities of the surviving or any other corporation or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the [articles] CERTIFICATE of merger or to their rights under sections 33-855 to 33-872, inclusive.

(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the [articles] CERTIFICATE of share exchange or to their rights under sections 33-855 to 33-872, inclusive.

Sec. 108. Subsection (b) of section 33-830 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) Unless the [articles] CERTIFICATE of incorporation [require] REQUIRES it, approval by the shareholders of a transaction described in subsection (a) of this section is not required.

Sec. 109. Subsection (e) of section 33-831 of the general statutes is repealed and the following is substituted in lieu thereof:

(e) Unless the [articles] CERTIFICATE of incorporation or the board of directors, acting pursuant to subsection (c) of this section, [require] REQUIRES a greater vote or a vote by voting groups, and except as provided in subsection (h) of this section, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.

Sec. 110. Subsection (h) of section 33-831 of the general statutes is repealed and the following is substituted in lieu thereof:

(h) Notwithstanding any provision of subsection (e) of this section to the contrary, a transaction of the type described in subsection (a) of this section of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, [1996] 1997, to be authorized by such corporation shall, unless the [articles] CERTIFICATE of incorporation expressly [provide] PROVIDES otherwise, be approved by the affirmative vote of at least two-thirds of (1) the voting power of each voting group of such corporation entitled to vote thereon and (2) the voting power of each class of STOCK OF such corporation outstanding prior to January 1, [1996] 1997, whether or not otherwise entitled to vote thereon.

Sec. 111. Subsection (a) of section 33-856 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A shareholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party (A) if shareholder approval is required for the merger by section 33-817 or the [articles] CERTIFICATE of incorporation and the shareholder is entitled to vote on the merger or (B) if the corporation is a subsidiary that is merged with its parent under section 33-818 [.] (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale; (4) An amendment of the [articles] CERTIFICATE of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it: (A) Alters or abolishes a preferential right of the shares; (B) creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares; (C) alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; (D) excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or (E) reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under section 33-668; or (5) Any corporate action taken pursuant to a shareholder vote to the extent the [articles] CERTIFICATE of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.

Sec. 112. Section 33-880 of the general statutes is repealed and the following is substituted in lieu thereof:

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of the State for filing [articles] A CERTIFICATE of dissolution that [set] SETS forth: (1) The name of the corporation; (2) either (A) that none of the corporation's shares have been issued or (B) that the corporation has not commenced business; (3) that no debt of the corporation remains unpaid; (4) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (5) that a majority of the incorporators or initial directors authorize the dissolution.

Sec. 113. Subsection (e) of section 33-881 of the general statutes is repealed and the following is substituted in lieu thereof:

(e) Unless the [articles] CERTIFICATE of incorporation or the board of directors acting pursuant to subsection (c) of this section [require] REQUIRES a greater vote or a vote by voting groups, and except as provided in subsection (f) of this section, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.

Sec. 114. Subsection (f) of section 33-881 of the general statutes is repealed and the following is substituted in lieu thereof:

(f) Notwithstanding any provision of subsection (e) of this section to the contrary, a proposal to dissolve a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any general law or special act, prior to January 1, [1996] 1997, shall, unless the [articles] CERTIFICATE of incorporation expressly [provide] PROVIDES otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon.

Sec. 115. Section 33-882 of the general statutes is repealed and the following is substituted in lieu thereof:

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

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

(c) A corporation is dissolved upon the effective date of its [articles] CERTIFICATE of dissolution.

Sec. 116. Section 33-883 of the general statutes is repealed and the following is substituted in lieu thereof:

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

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of the State for filing [articles] A CERTIFICATE of revocation of dissolution, together with a copy of its [articles] CERTIFICATE of dissolution, that [set] SETS forth: (1) The name of the corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution was authorized; (4) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) if shareholder action was required to revoke the dissolution, the information required by subdivision (3) of subsection (a) or subsection (b) of section 33-882.

(d) Revocation of dissolution is effective upon the effective date of the [articles] 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 business as if dissolution had never occurred.

Sec. 117. Subsection (b) of section 33-884 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) subject its directors or officers to standards of conduct different from those prescribed in sections 33-735 to 33-784, inclusive; (4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; [or] (7) terminate the authority of the registered agent of the corporation OR (8) OF ITSELF RENDER THE SHAREHOLDERS LIABLE FOR ANY LIABILITY OR OTHER OBLIGATIONS OF THE CORPORATION NOR VEST TITLE TO THE PROPERTY OF THE CORPORATION IN THE SHAREHOLDERS.

Sec. 118. Section 33-886 of the general statutes is amended by adding subsection (e) as follows:

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

Sec. 119. Section 33-887 of the general statutes is amended by adding subsection (e) as follows:

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

Sec. 120. Section 33-890 of the general statutes, as amended by section 30 of public act 95-252, is repealed and the following is substituted in lieu thereof:

(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 [shall] 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. 121. Subsection (a) of section 33-892 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) A corporation administratively dissolved under section [33-891] 33-890, AS AMENDED may apply to the Secretary of the State for reinstatement [within three years] after the effective date of dissolution. The application must: (1) Recite the name of the corporation; (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 [articles] CERTIFICATE of incorporation which [identify] 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.

Sec. 122. Subsection (a) of section 33-893 of the general statutes is repealed and the following is substituted in lieu thereof:

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

Sec. 123. Subsection (b) of section 33-893 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) The corporation may appeal the [denial of] 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 [service] RETURN of the [notice of denial is perfected] 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 [notice of denial] EXPLANATION OF THE REASON FOR HIS REFUSAL TO FILE THE APPLICATION FOR REINSTATEMENT.

Sec. 124. Section 33-896 of the general statutes is repealed and the following is substituted in lieu thereof:

(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 shareholder if it is established that: (A) The directors [are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (B) the directors] or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; [(C) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or (D)] 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; or (3) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

(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 holder or holders of shares having voting power sufficient under the circumstances to dissolve the corporation pursuant to the [articles] CERTIFICATE of incorporation; (2) in a proceeding by a shareholder or a director when it is established that (A) under the provisions of sections 33-600 to 33-998, inclusive, or of the [articles] CERTIFICATE of incorporation or bylaws, the directors are deadlocked in the management of the corporate affairs and the shareholders are unable to break the deadlock or (B) the shareholders 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] ELECT successors to directors whose term would normally have expired upon the election of their successors.

Sec. 125. Subsection (a) of section 33-897 of the general statutes is repealed and the following is substituted in lieu thereof:

(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 33-896 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.

Sec. 126. Subsection (d) of section 33-897 of the general statutes is repealed and the following is substituted in lieu thereof:

(d) Within ten days of the commencement of a proceeding under subdivision [(2)] (1) OF SUBSECTION (a) of section 33-896 to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities exchange, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section 33-900 and accompanied by a copy of said section.

Sec. 127. Section 33-899 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 33-896 exist, it may IN THE CASE OF THE GROUNDS SPECIFIED IN SUBSECTION (a) OF SECTION 33-896, AND SHALL, IN THE CASE OF THE GROUNDS SPECIFIED IN SUBSECTION (b) OF SECTION 33-896 enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of the State, who shall file it.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with section 33-884 and the notification of claimants in accordance with sections 33-886 and 33-887.

Sec. 128. Section 33-900 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) In a proceeding under subdivision [(2)] (1) OF SUBSECTION (a) of section 33-896 to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.

(b) An election to purchase pursuant to this section may be filed with the court at any time within ninety days after the filing of the petition under subdivision [(2)] (1) OF SUBSECTION (a) of section 33-896 or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within ten days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under subdivision [(2)] (1) OF SUBSECTION (a) of section 33-896 may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of his shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale or other disposition.

(c) If, within sixty days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of petitioner's shares upon the terms and conditions agreed to by the parties.

(d) If the parties are unable to reach an agreement as provided for in subsection (c) of this section, the court, upon application of any party, shall stay the proceedings under subdivision [(2)] (1) OF SUBSECTION (a) of section 33-896 and determine the fair value of the petitioner's shares as of the day before the date on which the petition under said subdivision was filed or as of such other date as the court deems appropriate under the circumstances.

(e) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in instalments, where necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating petitioner's shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under subparagraph (B) or (D) of subdivision [(2)] (1) OF SUBSECTION (a) of section 33-896, it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by him.

(f) Upon entry of an order under subsection (c) or (e) of this section, the court shall dismiss the petition to dissolve the corporation under section 33-896, and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded to him by the order of the court which shall be enforceable in the same manner as any other judgment.

(g) The purchase ordered pursuant to subsection (e) of this section, shall be made within ten days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt [articles] A CERTIFICATE of dissolution pursuant to sections 33-881 and 33-882, which [articles] CERTIFICATE OF DISSOLUTION must then be adopted and filed within fifty days thereafter. Upon filing of such [articles] CERTIFICATE of dissolution, the corporation shall be dissolved in accordance with the provisions of sections 33-884 to 33-887, inclusive, and the order entered pursuant to subsection (e) of this section shall no longer be of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of subsection (e) of this section and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.

(h) Any payment by the corporation pursuant to an order under subsection (c) or (e) of this section, other than an award of fees and expenses pursuant to subsection (e) of this section, is subject to the provisions of section 33-687.

Sec. 129. Section 33-903 of the general statutes is repealed and the following is substituted in lieu thereof:

Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited FOR SAFEKEEPING with the State Treasurer or other [appropriate] state official [for safekeeping] AUTHORIZED TO HOLD SUCH ASSETS. When the creditor, claimant or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or SUCH other [appropriate] state official shall pay him or his representative that amount.

Sec. 130. Subsection (b) of section 33-910 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) If the [articles] CERTIFICATE of incorporation as in effect on January 1, 1997, of a specially chartered corporation contain any provision contrary to or inconsistent with or in addition to any provision of sections 33-600 to 33-998, inclusive, including this section, the provision contained in such [articles] CERTIFICATE of incorporation shall govern such corporation, and the provisions of said sections shall not be held or construed to alter or affect any provision of the [articles] CERTIFICATE of incorporation of a specially chartered corporation inconsistent herewith except as provided in sections 33-890, 33-912, 33-953 and 33-954.

Sec. 131. Section 33-911 of the general statutes is repealed and the following is substituted in lieu thereof:

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 sections 33-600 to 33-998, inclusive, except that: (1) The incorporators shall be such as are named in such act, if any; (2) no [articles] 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 [articles] A CERTIFICATE of incorporation; and (3) the [one-year] THIRTY-DAY period referred to in subsection (b) of section 33-953 as dating from the filing of the [articles] CERTIFICATE of incorporation shall commence with the date of enactment of the special act.

Sec. 132. Section 33-912 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Amendment of a special charter by the General Assembly shall require acceptance by the corporation if and to the extent provided in the act of amendment.

(b) The [articles] CERTIFICATE of incorporation of a specially chartered corporation may be amended by its shareholders for the purposes and in the manner provided by sections 33-600 to 33-998, inclusive, for corporations incorporated under said sections except that its [articles] CERTIFICATE of incorporation as so amended shall not authorize it to engage in any business or to carry on its business in any area unless either (1) it could be so authorized under section 33-645, or (2) it was so authorized by its [articles] 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 "limited" or "SOCIETA PER AZIONI" OR an abbreviation of one of such words may amend its [articles] CERTIFICATE of incorporation pursuant to this subsection without changing its name.

(c) A restated [articles] 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 business, and its special rights, privileges and immunities, recite such provisions.

Sec. 133. Section 33-913 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Any specially chartered corporation may surrender its charter and reincorporate under sections 33-600 to 33-998, inclusive, in the manner provided in this section, provided its [articles] CERTIFICATE of incorporation upon [effective] EFFECTING reincorporation shall contain only such provisions as might be lawfully contained in [articles] A CERTIFICATE of incorporation under said sections at the time of effecting reincorporation.

(b) The shareholders shall adopt a resolution to such effect and [articles] A CERTIFICATE of incorporation complying with sections 33-600 to 33-998, inclusive, both in the manner provided by section 33-797 in the case of an amendment by shareholders, except that the affirmative vote required shall be at least a majority of the voting power of the outstanding shares of each class.

(c) A certificate setting forth such resolution and [articles] A 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 33-797 in the case of an amendment by shareholders.

(d) Reincorporation shall take effect as provided in section 33-637. Upon the effectiveness of such reincorporation, the corporation shall cease to be a specially chartered corporation, shall continue its corporate existence under sections 33-600 to 33-998, inclusive, and shall in all respects be subject to and have the benefits of said sections.

Sec. 134. Subsection (c) of section 33-914 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) Together with its payment of franchise tax next following January 1, [1997] 1961, each specially chartered corporation in existence on said date shall file with the Secretary of the State a statement, executed as provided in section 33-608, of the number of shares which it was authorized by shareholders to issue but had not issued by January 1, [1997] 1961. Whenever shareholders of such a corporation shall increase the number of shares authorized to be issued over the number set forth in such statement, the corporation shall file an amended statement, so executed, setting forth such increase and such corporation shall be subject to the provisions of section 33-618 as in the case of an increase of authorized shares by amendment of the [articles] CERTIFICATE of incorporation. If the [articles] CERTIFICATE of incorporation of such a corporation shall, by special act or by amendment by shareholders, be amended to provide for a designated number of authorized shares, which number is an increase over the number of authorized shares set forth in the latest statement filed pursuant to this subsection, such increase shall be subject to the provisions of section 33-618 and thereafter such corporation shall be subject to said section and to this subsection.

Sec. 135. Subsection (b) of section 33-924 of the general statutes is repealed and the following is substituted in lieu thereof:

(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 sections 33-600 to 33-998, inclusive, is subject to the same duties, restrictions, penalties and liabilities [now or later] imposed on, a domestic corporation of like character.

Sec. 136. Subsection (b) of section 33-925 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) Except as authorized by subsections (c) and (d) of this section, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the Secretary of the State from: (1) The corporate name of a corporation incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under section 33-656 or 33-657; (3) the fictitious name [of] ADOPTED BY another foreign corporation authorized to transact business in this state [; and] BECAUSE ITS REAL NAME IS UNAVAILABLE (4) the corporate name of a [not-for-profit] NONPROFIT corporation incorporated or authorized to transact business in this state [4m; [0m (5) THE CORPORATE NAME OF ANY DOMESTIC OR FOREIGN NONSTOCK CORPORATION INCORPORATED OR AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE; (6) THE NAME OF ANY DOMESTIC OR FOREIGN LIMITED PARTNERSHIP ORGANIZED OR AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE; (7) THE NAME OF ANY DOMESTIC OR FOREIGN LIMITED LIABILITY COMPANY ORGANIZED OR AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE; (8) THE NAME OF ANY DOMESTIC OR FOREIGN LIMITED LIABILITY PARTNERSHIP ORGANIZED OR AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE; AND (9) 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 IN THIS STATE.

Sec. 137. Subsection (c) of section 33-925 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) A foreign corporation may apply to the Secretary of the State for authorization to use in this state [the name of another corporation, incorporated or authorized to transact business in this state,] A NAME that is not distinguishable upon his records from [the name applied for] 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.

Sec. 138. Subsection (d) of section 33-925 of the general statutes is repealed and the following is substituted in lieu thereof:

(d) A foreign corporation may use in this state the name, including the fictitious name, of another [domestic or foreign corporation] ENTITY that is used in this state if the other [corporation is incorporated] ENTITY IS ORGANIZED or authorized to transact business in this state and the foreign corporation: (1) Has merged with the other [corporation] ENTITY; or (2) has been formed by reorganization of the other [corporation] ENTITY.

Sec. 139. Section 33-926 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Each foreign corporation authorized to transact business in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) a registered agent, who may be: (A) [An individual who resides in this state and whose business office is identical with the registered office] A NATURAL PERSON WHO IS A RESIDENT OF THIS STATE; (B) a domestic corporation [or not-for-profit domestic corporation whose business office is identical with the registered office; or (C) a foreign corporation or foreign not-for-profit corporation authorized to transact business in this state whose business office is identical with the registered office] OR (C) A CORPORATION NOT ORGANIZED UNDER THE LAWS OF THIS STATE AND WHICH HAS PROCURED A CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS IN THIS STATE.

(b) IN ADDITION TO PERSONS OR ENTITIES WHO MAY ACT AS A REGISTERED AGENT PURSUANT TO SUBSECTION (a) OF THIS SECTION, A FOREIGN CORPORATION MAY APPOINT THE SECRETARY OF THE STATE OR HIS SUCCESSOR IN OFFICE TO ACT AS ITS REGISTERED AGENT.

Sec. 140. Subsection (a) of section 33-929 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the foreign corporation. SERVICE 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.

Sec. 141. Subsection (c) of section 33-929 of the general statutes is repealed and the following is substituted in lieu thereof:

(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.

Sec. 142. Subsection (d) of section 33-936 of the general statutes is repealed and the following is substituted in lieu thereof:

(d) The Secretary of the State's revocation of a foreign corporation's certificate of authority appoints the Secretary of the State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of the State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of the State shall, within two business days, mail a copy of the process to [the secretary of] the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none [are] IS on file, in its application for a certificate of authority.

Sec. 143. Subsection (e) of section 33-945 of the general statutes is repealed and the following is substituted in lieu thereof:

(e) A corporation shall keep a copy of the following records at its principal office: (1) Its [articles] CERTIFICATE OF INCORPORATION or restated [articles] CERTIFICATE of incorporation and all amendments to them currently in effect; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years; (5) all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 33-951; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Secretary of the State under section 33-953.

Sec. 144. Subsection (d) of section 33-946 of the general statutes is repealed and the following is substituted in lieu thereof:

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

Sec. 145. Section 33-953 of the general statutes is repealed and the following is substituted in lieu thereof:

[(a) (1) On and after January 1, 1995, each corporation required to file a report in 1995 shall file an annual report. On and after January 1, 1996, each corporation required to file a report shall file an annual report with the Secretary of the State.]

[(2)] (a) Each DOMESTIC corporation, except banks, trust companies, insurance or surety companies, [building] SAVINGS and loan associations and public service companies, as defined in section 16-1, AND EACH FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE shall file a biennial or annual report with the Secretary of the State as prescribed in [subsection (b) of] 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 [biennial or] annual report of a DOMESTIC corporation shall be filed within thirty days after its organization meeting. Subsequent [biennial or] annual reports AND BIENNIAL OR ANNUAL REPORTS OF EACH FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS 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; (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 sections 33-600 to 33-998, inclusive, 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) 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 33-608. 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 TRANSACT BUSINESS IN THIS STATE AT ITS EXECUTIVE OFFICES AS LAST SHOWN BY HIS RECORDS [4m, [0m 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. 146. Subsection (b) of section 33-954 of the general statutes, as amended by section 32 of public act 95-252, is repealed and the following is substituted in lieu thereof:

(b) The Secretary of the State shall not accept for filing a report from a corporation until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a corporation does not conform to law, he may return it to the corporation for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the corporation shall be in default for failure to file its report. [Any corrected report filed after the due date thereof shall be accompanied by the filing fee provided for in subsection (a) of this section, unless the report was received prior to the due date and is returned in corrected form to the Secretary of the State within eighteen days of the date of rejection by the Secretary of the State.] If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the corporation shall be in default for failure to file two reports.

Sec. 147. Section 33-995 of the general statutes is repealed and the following is substituted in lieu thereof:

Sections 33-600 to 33-998, inclusive, apply 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 [for profit] WITH CAPITAL STOCK if power to amend or repeal the statute under which the corporation was incorporated was reserved.

Sec. 148. (NEW) The General Assembly has power to amend or repeal all or part of sections 33-600 to 33-998, inclusive, of the general statutes, as amended by this act, at any time, and all domestic and foreign corporations subject to said sections are governed by the amendment or repeal.

Sec. 149. Subsection (c) of section 3-117 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) Notwithstanding the provisions of subsections (a) and (b) of this section, the Commissioner of Administrative Services shall charge the appropriations of any state agency, without certification by such agency, for expenses incurred by such agency for basic telephone service, toll telephone service and teletypewriter or computer exchange service. Not later than thirty days following notification of such charge, such agency shall certify to the commissioner that such services were provided to such agency. As used in this subsection, (1) "telecommunications service" means and includes: The transmission of any interactive electromagnetic communications including but not limited to voice, image, data and any other information, by means of but not limited to wire, cable, including fiber optical cable, microwave, radio wave or any combinations of such media, and the resale or leasing of any such service. "Telecommunications service" includes but is not limited to basic telephone service, toll telephone service and teletypewriter or computer exchange service, including but not limited to, residential and business service, directory assistance, two-way cable television service, cellular mobile telephone or telecommunication service, specialized mobile radio and pagers and paging service, including any form of mobile two-way communication. "Telecommunications service" does not include (A) nonvoice services in which computer processing applications are used to act on the information to be transmitted, (B) any services or transactions subject to the sales and use tax under chapter 219, (C) any one-way radio or television broadcasting transmission, (D) any telecommunications service rendered by a company in control of such service when rendered for private use within its organization or (E) any such service rendered by a company controlling such service when such company and the company for which such service is rendered are affiliated companies as defined in section [33-374a] 33-840 or are eligible to file a combined tax return for purposes of the state corporation business tax under chapter 208. (2) "Basic telephone service" means (A) telephone service allowing a telecommunications transmission station to be connected to points within a designated local calling area or (B) any facility or service provided in connection with a service described in subdivision (1) of this subsection but exclusive of any service which is a toll telephone service, teletypewriter or computer exchange service. (3) "Toll telephone service" means and includes the transmission of any interactive electromagnetic communication to points outside the designated local calling area in which the transmission originated for which there is a toll charge which varies in amount with the distance and elapsed transmission time of each individual communication, or a telecommunication service which entitles the subscriber or user, upon the payment of a periodic charge which is determined as a flat amount or upon the basis of total elapsed transmission time, to the privilege of an unlimited number of telephonic or interactive electromagnetic communications to or from all or a substantial portion of the persons having telephone or radio telephone stations in a specified area which is outside the basic telephone system area in which the station provided with this service is located. (4) "Teletypewriter or computer exchange service" means and includes the access from a teletypewriter, telephone, computer or other data station of which such transmission facility is a part, and the privilege of intercommunications by such station with substantially all persons having teletypewriter, telephone, computer or other data stations constituting a part of the same teletypewriter or computer exchange system, to which the subscriber or user is entitled upon payment of a charge or charges, whether such charge or charges are determined as a flat periodic amount on the basis of distance and elapsed transmission time or some other method.

Sec. 150. Subsection (u) of section 8-39 of the general statutes, as amended by section 12 of public act 95-79 and section 1 of public act 95-250, is repealed and the following is substituted in lieu thereof:

(u) "Eligible developer" or "developer" means (1) a nonprofit corporation; (2) any business corporation incorporated pursuant to chapter [599] 601 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 in accordance with regulations adopted pursuant to section 8-79a or 8-84; (3) any partnership, limited partnership, joint venture, trust, limited liability company 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 commissioner in accordance with regulations adopted pursuant to section 8-79a or 8-84; (4) a housing authority; (5) a family or person approved by the commissioner as qualified to own, construct, rehabilitate, manage and maintain housing under a mortgage loan made or insured under an agreement entered into pursuant to the provisions of this chapter; or (6) a municipal developer.

Sec. 151. Subsection (n) of section 8-113a of the general statutes, as amended by section 13 of public at 95-79, section 1 of public act 95-197 and section 1 of public act 95-250, is repealed and the following is substituted in lieu thereof:

(n) "Housing partnership" means any partnership, limited partnership, joint venture, trust or association consisting of (1) a housing authority, a nonprofit corporation or both and (2) (A) a business corporation incorporated pursuant to chapter [599] 601 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 in accordance with regulations adopted pursuant to section 8-79a or 8-84, (B) a for-profit partnership, limited partnership, joint venture, trust, limited liability company 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 commissioner in accordance with regulations adopted pursuant to section 8-79a or 8-84 or (C) any combination of the entities included under subparagraphs (A) and (B) of this subdivision.

Sec. 152. 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, 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] 601 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; (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. 153. 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, 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] 601 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 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. 154. Subsection (17) 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:

(17) "Eligible developer" means any of the following as approved by the commissioner: (A) A nonprofit entity; (B) a community housing development corporation as defined in section 8-217; (C) any business corporation incorporated PURSUANT TO CHAPTER 601 OR ANY PREDECESSOR STATUTES THERETO or authorized to do business pursuant to chapter [599] 601 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; (D) any partnership, limited partnership, joint venture, sole proprietorship, trust or association having as one of its purposes the construction, acquisition or related rehabilitation of affordable or assisted housing, and having basic documents of organization approved by the commissioner in accordance with regulations adopted pursuant to section 8-437; (E) a family or person approved by the commissioner as qualified to construct, acquire or rehabilitate affordable or assisted housing with financial assistance provided pursuant to the provisions of sections 8-430 to 8-438, inclusive; or (F) any combination thereof.

Sec. 155. Subsection (27) 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:

(27) "Housing partnership" means any partnership, limited partnership, joint venture, trust or association consisting of (A) one or more nonprofit entities, and (B) (i) one or more business corporations incorporated PURSUANT TO CHAPTER 601 OR ANY PREDECESSOR STATUTES THERETO or authorized to do business pursuant to chapter [599] 601 having as a purpose 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, (ii) one or more for-profit partnerships, limited partnerships, joint ventures, sole proprietorships, trusts or associations having as a purpose the construction, acquisition or related rehabilitation of affordable or assisted housing, and having basic documents of organization approved by the commissioner in accordance with regulations adopted pursuant to section 8-437, or (iii) any combination of the entities specified in subparagraphs (i) and (ii) of this subdivision.

Sec. 156. Section 10a-204 of the general statutes is repealed and the following is substituted in lieu thereof:

The board of directors shall have the following powers: (1) To lend money or guarantee the loan of money, and to acquire and sell loans, upon such terms and conditions as the board may prescribe, within the limitations contained in this chapter or in Title IV, Part B of the Higher Education Act of 1965, to assist persons in meeting the expenses of education; provided no such person shall receive any loan or loans in excess of such amounts as the board may authorize or amounts which are in conformance with Title IV, Part B of the Higher Education Act of 1965, as appropriate. The board may procure a policy or policies of group life insurance to insure the repayment of loans made or guaranteed by the corporation in the event of the death of an individual to whom a loan is made or guaranteed hereunder. The board may charge any person receiving a loan under the provisions of this subsection an amount deemed reasonable by the board but in no event shall such amount exceed the amount provided by the provisions of Title IV, Part B of the Higher Education Act of 1965, when applicable. (2) To take, hold and administer, on behalf of the corporation and for any of its purposes, real property, personal property and moneys, or any interest therein, and the income therefrom, either absolutely or in trust, for any purpose of the corporation. The board of directors may acquire property or moneys for such purpose by purchase or lease and by the acceptance of gifts, grants, bequests, devises or loans; provided no obligation of the corporation shall be a debt of the state, and the corporation shall have no power to make its debts payable out of any moneys except those of the corporation, except that, if state appropriations are not sufficient to pay that portion of any loans which are to be repaid by the corporation under the provisions of subsection (c) of section 10a-206, the state shall guarantee to make such payments when due. (3) To enter into contracts with institutions of higher education, eligible lenders, nonprofit organizations or other legal entities providing for the origination, administration, servicing, collection and guarantee of loans, investment agreements, agreements in connection with credit facilities, agreements to moderate interest fluctuations and such other contracts and agreements including, but not limited to, such contracts and agreements with financial consultants, underwriters, counsel and technical specialists and other professionals as the board of directors shall deem necessary or desirable to the performance of its duties and the execution of its powers under this section. (4) To sue and be sued in the name of the corporation. Process in any action or proceeding may be served upon the Secretary of the State, as agent for the corporation, in the manner provided by subsection (b) of section [33-297] 33-663. (5) To create and operate the affairs of the corporation through a subsidiary or division, the dominant purpose of which shall be to carry out the purposes and provisions of this chapter. (6) To adopt rules and regulations, not inconsistent with Title IV, Part B of the Higher Education Act of 1965, where applicable, governing the qualifications, including financial need, and application for and the granting, administration and terms of loans, made or guaranteed by the corporation, and governing any other matters relating to the activities of the corporation. (7) To issue bonds, notes or other obligations of the corporation, the interest on which shall be includable in the gross income of the holder or holders thereof for federal and state income tax purposes, to fund and refund the same, to provide for the rights of the holders thereof and to secure the same, all in accordance with section 10a-217. (8) To perform such other acts as may be necessary or appropriate to carry out effectively the objects and purposes of the corporation, as specified in this chapter or in Title IV, Part B of the Higher Education Act of 1965.

Sec. 157. Section 12-230 of the general statutes is repealed and the following is substituted in lieu thereof:

Any corporation required to file a return with the commissioner by the provisions of this part which neglects to file the same for two consecutive fiscal years shall be construed to have forfeited its corporate rights and powers, and its existence as a corporation shall be terminated in the manner provided in section [33-387] 33-890. A certificate of the commissioner lodged in the office of the Secretary of the State showing the delinquency of any such corporation shall be prima facie evidence of such delinquency, and the secretary, in each such case of default, shall proceed in the manner prescribed in said section [33-387] 33-890, except that, immediately following the lodgment of such certificate by the commissioner, the secretary shall notify such corporation and, if such corporation fails to file any return due the state within sixty days from the date of such notice, the secretary shall record in the records of corporations in his office a certificate signed by him showing that the corporate rights and powers of such corporation have been forfeited by reason of such default. Each such corporation may be reinstated and the property rights thereof and of the creditors and of all persons concerned shall be protected in the manner provided in section [33-388] 33-892.

Sec. 158. Section 12-301 of the general statutes is repealed and the following is substituted in lieu thereof:

When the Commissioner of Revenue Services finds that the collection of the tax imposed by this chapter would be facilitated thereby, he may, in his discretion, authorize any person resident or located outside this state engaged in the business of manufacturing cigarettes, or any person resident or located outside this state who ships cigarettes into this state for sale to dealers in this state, and who qualifies as a distributor, but need not have a place of business in this state, upon complying with the requirements of the commissioner, to affix, or cause to be affixed, the stamps required by this chapter on behalf of the purchasers of such cigarettes who would otherwise be taxable therefor, and the commissioner may sell such stamps to such person as provided in section 12-298, or authorize the use of a machine by such person as provided in section 12-299. The commissioner shall require a bond or other security of such nonresident person, satisfactory to the commissioner, in an amount not to exceed ten thousand dollars, conditioned upon the payment of the tax and compliance with such other requirements as the commissioner may specify. Such bond shall be issued by a surety company authorized to do business in the state and shall be in full force and effect for a period of three years and one month following the expiration of the bond or such other period as the commissioner may determine, unless a certificate is issued by the commissioner to the effect that all taxes due the state have been paid. Such nonresident person shall agree to submit his books, accounts and records to examination during reasonable business hours by the commissioner or his authorized agent. Each such nonresident person, other than a foreign corporation which has complied with the provisions of section [33-400] 33-922, shall, in writing, appoint the Secretary of the State and his successors in office to be his attorney, such appointment to be made, acknowledged and filed in the manner prescribed in said section [33-400] 33-922. Service upon said attorney shall be sufficient service upon any such nonresident person, whether a foreign corporation which has complied with the provisions of said section [33-400] 33-922 or not, and may be made by leaving a duly attested copy of the process with the Secretary of the State or at his office. When legal process against any such nonresident person is served upon the Secretary of the State, he shall notify such nonresident person in the manner specified in section [33-411] 33-929 and shall collect the fee specified therein. Any person complying with the provisions of this section shall thereupon become a licensed distributor within the meaning of this chapter and shall be subject to all provisions of this chapter applicable to licensed distributors, except as otherwise ruled by the commissioner.

Sec. 159. Subsection (26) of section 12-407 of the general statutes, as amended by sections 12 and 21 of public act 95-257, is repealed and the following is substituted in lieu thereof:

(26) (a) "Telecommunications service" means the transmission of any interactive electromagnetic communications including but not limited to voice, image, data and any other information, by means of but not limited to wire, cable, including fiber optical cable, microwave, radio wave or any combinations of such media, and the leasing of any such service. "Telecommunications service" includes but is not limited to basic telephone service, including any facility or service provided in connection with such basic telephone service, toll telephone service and teletypewriter or computer exchange service, including but not limited to residential and business service, directory assistance, two-way cable television service, cellular mobile telephone or telecommunication service, specialized mobile radio and pagers and paging service, including any form of mobile two-way communication. "Telecommunications service" does not include (1) nonvoice services in which computer processing applications are used to act on the information to be transmitted, (2) any one-way radio or television broadcasting transmission, (3) any telecommunications service (A) rendered by a company in control of such service when rendered for private use within its organization (B) used, allocated or distributed by a company within its organization, including in such organization affiliates, as defined in section [33-374a] 33-840, for the purpose of conducting business transactions of the organization if such service is purchased or leased from a company rendering telecommunications service and such purchase or lease is subject to tax under this chapter, and (4) access or interconnection service purchased by a provider of telecommunications service from another provider of such service for purposes of rendering such service, provided the purchaser submits to the seller a certificate attesting to the applicability of this exclusion, upon receipt of which the seller is relieved of any tax liability for such sale so long as the certificate is taken in good faith by the seller.

(b) For purposes of the tax imposed under this chapter (1) gross receipts from the rendering of telecommunications service shall include any subscriber line charge or charges as required by the Federal Communications Commission and any charges for access service collected by any person rendering such service unless otherwise excluded from such gross receipts under this chapter and (2) gross receipts from the rendering of telecommunications service shall not include any local charge for calls from public or semipublic telephones.

Sec. 160. 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:

(a) No public service company shall cease operations as a public service company, dissolve or terminate its corporate existence without the consent of the Department of Public Utility Control, except a water company, as defined in section 16-262n, shall not cease its operations, or unilaterally discontinue the provision of water service to customers without the consent of both the Department of Public Utility Control and the Department of Public Health. Upon receipt of a request from a water company to cease its operations or discontinue the provision of water service, the Department of Public Utility Control, in conjunction with the Department of Public Health, shall hold a public hearing and issue a final decision setting forth the actions the water company shall take to ensure a continuous supply of potable water at adequate volume and pressures, in accordance with the procedures and criteria set forth in sections 16-262n to 16-262q, inclusive.

(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] XIVof chapter [599] 601 in the case of a company organized with capital stock or part VIII of chapter 600 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. 161. Section 16-264 of the general statutes is repealed and the following is substituted in lieu thereof:

Any such corporation seeking the benefits of sections 16-263 to 16-269, inclusive, shall file with the Secretary of the State a certified copy of the certificate of public convenience and necessity issued to such corporation under the provisions of said federal Natural Gas Act. Upon the filing of such certificate and, in the case of a corporation organized under the laws of any state other than Connecticut, upon compliance with the provisions of sections [33-396, 33-399 and 33-400] 33-920 AND 33-922, such corporation shall be entitled and empowered to take by eminent domain such land, rights-of-way, easements or other interests in land in this state as are necessary for the construction, operation, maintenance and alteration of such pipeline or pipelines and for the installation of compressor stations, appliances or other appurtenant equipment.

Sec. 162. Subsection (a) of section 16-331 of the general statutes, as amended by section 1 of public act 95-150, is repealed and the following is substituted in lieu thereof:

(a) No person, association, or corporation, or a municipality which owns or operates one or more plants for the manufacture or distribution of electricity pursuant to section 7-213 shall construct or operate a community antenna television system without having first obtained a certificate of public convenience and necessity from the Department of Public Utility Control certifying that the person, firm or corporation is qualified pursuant to the provisions of subsection (b) of this section to operate such a service within the territory specified in such certificate. The department may issue more than one such certificate for any franchise area or portion of a franchise area. Notwithstanding the provisions of section [33-286] 33-645 any such certificate shall authorize the holder thereof to occupy public highways to the extent required to provide community antenna television system service. A certificate shall be issued only after written application for the same has been made to the department, accompanied by a fee of fifty dollars, and public hearing has been held thereon. No certificate shall be sold or transferred without the approval of the department. For due cause shown, the department may amend, suspend or revoke any such certificate. If a certificate is not exercised within two years from the date of issue, the department may revoke the certificate. The department may specify in the certificate at the time of issue and from time to time thereafter such terms and conditions as the public interest may require.

Sec. 163. Subsection (a) of section 33-182c of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Any person or group of persons licensed or otherwise legally authorized to render the same professional services may organize and become a shareholder or shareholders of a professional corporation for profit under the provisions of chapter [599] 601, for the sole and specific purpose of rendering the same professional service.

Sec. 164. Section 33-182e of the general statutes is repealed and the following is substituted in lieu thereof:

Nothing contained in this chapter shall be interpreted to abolish, repeal, modify, restrict or limit the law in effect on May 29, 1969, in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct; provided any officer, agent or employee of a corporation organized under this chapter shall be personally liable and accountable only for negligent or wrongful acts or misconduct committed by him, or by any person under his direct supervision and control, while rendering professional services on behalf of the corporation to the person for whom such professional services were being rendered; and provided the personal liability of shareholders of a corporation organized under this chapter, in their capacity as shareholders of such corporation, shall be no greater in any aspect than that of a shareholder-employee of a corporation organized under chapter [599] 601 OR ANY PREDECESSOR STATUTES THERETO. The corporation shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, agents or employees while they are engaged on behalf of the corporation in the rendering of professional services.

Sec. 165. Section 33-182i of the general statutes is repealed and the following is substituted in lieu thereof:

Chapter [599] 601 is applicable to a corporation organized pursuant to this chapter except to the extent that any of the provisions of this chapter are interpreted to be in conflict with the provisions of said chapter [599] 601, in which event the provisions of this chapter shall take precedence with respect to a corporation organized pursuant to the provisions of this chapter. A professional corporation organized under this chapter shall consolidate or merge only with another domestic professional corporation organized under this chapter to render the same specific professional service and a merger or consolidation with any foreign corporation is prohibited.

Sec. 166. Section 33-182k of the general statutes is repealed and the following is substituted in lieu thereof:

A foreign professional corporation transacting business in this state shall obtain a certificate of authority pursuant to section [33-396] 33-920.

Sec. 167. Section 33-198 of the general statutes is repealed and the following is substituted in lieu thereof:

The provisions of subsection (b) of section [33-289] 33-637 shall apply to any corporation formed under this chapter.

Sec. 168. Section 33-199 of the general statutes is repealed and the following is substituted in lieu thereof:

When its certificate of incorporation has been approved and recorded, the corporation shall have all powers conferred upon corporations by section [33-291] 33-647and shall have the same power to mortgage or pledge its real and personal estate and to issue promissory notes or other evidences of indebtedness as have corporations having capital stock. Any such corporation may purchase or otherwise acquire, hold, own, sell, transfer or pledge, or guarantee the payment of dividends or interest on, or the retirement or redemption of, shares of the capital stock or bonds of any association or corporation engaged in the warehousing, handling or marketing of any of the products handled by the corporation; establish reserves and invest the funds thereof in such manner as it deems advisable or as may be provided in the bylaws; and exercise all powers, rights and privileges necessary or incidental to the purposes for which the corporation is formed or to the activities in which it is engaged.

Sec. 169. Section 33-234 of the general statutes is repealed and the following is substituted in lieu thereof:

The Secretary of the State shall charge and collect the fees set forth in section [33-304] 33-617, for the filing of articles or certificates provided for in this chapter.

Sec. 170. Section 33-418h of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Any corporation formed under the provisions of chapter [599] 601 OR ANY PREDECESSOR STATUTES THERETO may elect to be governed as a worker cooperative under the provisions of this chapter by so stating in its certificate of incorporation or certificate of amendment filed in accordance with chapter [599] 601. A corporation so electing shall be governed by all provisions of chapter [599] 601 other than sections [33-364 to 33-374] 33-815 TO 33-831, inclusive, AND 33-855 TO 33-872, INCLUSIVE except as otherwise provided in this chapter.

(b) A worker cooperative may revoke its election under subsection (a) of this section by a vote of two-thirds of the members and through a certificate of amendment filed in accordance with section [33-360] 33-800.

(c) A worker cooperative may include the word "cooperative" or "co-op" in its corporate name.

Sec. 171. Subsection (c) of section 33-418i of the general statutes is repealed and the following is substituted in lieu thereof:

(c) Membership shares shall be issued for a fee as shall be determined from time to time by the board of directors. [Sections 33-342, 33-346 and 33-347] SECTION 33-671 AND SUBDIVISION (6) OF SUBSECTION (b) OF SECTION 33-683 shall not apply to such membership shares. Sections [33-373 and 33-374] 33-855 TO 33-872, INCLUSIVE shall not apply to membership shares whose redemption price is determined by reference to internal capital accounts, as defined in section 33-418m.

Sec. 172. Subsection (d) of section 33-418i of the general statutes is repealed and the following is substituted in lieu thereof:

(d) Members of a worker cooperative shall have all the rights and responsibilities of stockholders of a corporation formed under chapter [599] 601, except as otherwise provided in this chapter.

Sec. 173. Subsection (b) of section 33-418j of the general statutes is repealed and the following is substituted in lieu thereof:

(b) The power to amend or repeal the bylaws of a worker cooperative shall be in the members only, except that the board of directors may amend or repeal such bylaws in accordance with the provisions of [subsection (d) of section 33-306] SECTIONS 33-806, 33-807 AND 33-808.

Sec. 174. Subsection (c) of section 33-418j of the general statutes is repealed and the following is substituted in lieu thereof:

(c) Sections [33-360, 33-361 and 33-362] 33-795 TO 33-801, INCLUSIVE, shall be construed, for purposes of this chapter, to limit voting on any amendment of the certificate of incorporation of a worker cooperative to the members, except that amendments adversely affecting the rights of the holders of corporate shares other than membership shares may not be adopted without the vote of such shareholders as provided in section [33-361] 33-798.

Sec. 175. Subsection (b) of section 33-418m of the general statutes is repealed and the following is substituted in lieu thereof:

(b) The certificate of incorporation or bylaws of a worker cooperative may permit the periodic redemption of written notices of allocation and corporate shares, and shall provide for recall and redemption of the membership share upon termination of membership in the cooperative, except that no redemption shall be made if it would result in the liability of any director of the worker cooperative pursuant to subsection [(b) of section 33-321] (a) OF SECTION 33-757.

Sec. 176. Section 33-418o of the general statutes is repealed and the following is substituted in lieu thereof:

(a) When a worker cooperative revokes its election in accordance with subsection (b) of section 33-418h, the certificate of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with the provisions of chapter [599] 601.

(b) A worker cooperative which has not revoked its election under this chapter may not consolidate or merge with another corporation other than a worker cooperative. Two or more worker cooperatives may consolidate or merge in accordance with sections [33-364 to 33-369, inclusive, and subsection (c) of section 33-373] 33-815, 33-817, 33-819, 33-820 AND SUBDIVISION (1) OF SUBSECTION (a) OF SECTION 33-856.

Sec. 177. Subsection (a) of section 33-424 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The name of each corporation formed after January 1, 1961: (1) Shall contain the word "corporation" or "company" or "incorporated", or shall contain the abbreviation "corp." or "co." or "inc.", the initial letter of which may be a capital letter, and shall be written in English letters or numbers; (2) shall not describe corporate powers, purposes or authority which the corporation does not possess; and (3) shall be such as to distinguish it upon the records of the office of the Secretary of the State from any other corporation organized and existing under the laws of this state whether with or without capital stock, from any foreign corporation authorized to conduct affairs in this state, from any corporate name reserved or registered as provided in this chapter or chapter [599] 601, from any limited partnership recorded in the office of the Secretary of the State, from any foreign limited partnership of record in the office of the Secretary of the State, from any limited liability company existing under the laws of this state, from any foreign limited liability company authorized to transact business in this state and from any limited liability company name reserved under section 34-103.

Sec. 178. Section 33-425 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Any corporation organized and existing under the laws of any state may register its corporate name under this chapter, provided its corporate name is such as to distinguish it upon the records in the office of the Secretary of the State from any other corporation with or without capital stock organized and existing under the laws of this state, from any foreign corporation authorized to conduct affairs in this state, from any corporate name reserved or registered under this chapter or chapter [599] 601, from any limited partnership recorded in the office of the Secretary of the State, from any foreign limited partnership of record in the office of the Secretary of the State, from any limited liability company existing under the laws of this state, from any foreign limited liability company authorized to transact business in this state and from any limited liability company name reserved under section 34-103.

(b) Such registration shall be made by: (1) Filing with the Secretary of the State (i) an application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state under the laws of which it is incorporated, the date of its incorporation, a statement that it is conducting affairs and a brief statement of the activities in which it is engaged, and (ii) a certificate setting forth that such corporation is in good standing under the laws of the state wherein it is incorporated, executed by the secretary of state of such state or by such other official as may have custody of the records pertaining to corporations, and (2) paying to the Secretary of the State a registration fee as provided in section [33-304] 33-617.

(c) Such registration shall be effective until the close of the calendar year in which the application for registration is filed.

(d) A corporation which has in effect a registration of its corporate name may renew such registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying a fee as provided in section [33-304] 33-617. A renewal application may be filed between the first day of October and the thirty-first day of December in each year and shall extend the registration for the following calendar year.

Sec. 179. Subsection (c) of section 33-427 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) The certificate of incorporation may contain: (1) Any provisions not prohibited by law for the regulation and management of the affairs of the corporation or for defining and regulating the powers of the corporation, its officers, directors and members or any class of members, and (2) 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 subdivision (3) of section [33-374d] 33-843, 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. No such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision.

Sec. 180. Subsection (c) of section 33-480 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) If a corporation has filed a certificate of merger or consolidation with an effective date later than the date of filing, and abandonment has occurred, the corporation may file a certificate of abandonment with the Secretary of the State executed as provided in section [33-285] 33-422 by each of the abandoning corporations which shall set forth: (1) The names of the abandoning corporations, (2) the fact that a certificate of merger or consolidation was filed, (3) the date the merger or consolidation was abandoned and (4) such other provisions with respect to the abandonment as are deemed necessary or desirable.

Sec. 181. Subsection (b) of section 33-507 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) The Secretary of the State shall not issue a certificate of authority to any foreign corporation unless (1) the name of the foreign corporation is such to distinguish it, upon the records of the Secretary of the State, from any corporate name reserved or registered as provided in this chapter or chapter [600] 601, or from any corporation organized and existing, or authorized to transact business as a foreign corporation, under the laws of this state or from any limited partnership or foreign limited partnership recorded in the office of the Secretary of the State; or (2) the foreign corporation adds to its corporate name in its application for authority to conduct affairs in this state, and agrees in such application to use in this state exclusive of any other name, a distinctive and distinguishing element, which in the judgment of the Secretary of the State will be sufficient to distinguish its name, upon the records of the Secretary of State, in the manner required by subdivision (1); or (3) the foreign corporation has obtained permission to use in this state a name that does not otherwise meet the requirements of this subsection (b) in the form of a written consent, executed and filed as provided in section [33-285] 33-422, from each person or corporation that has reserved or is properly using in this state a name that is not such as can be distinguished from the name of the foreign corporation and agrees in such application to use in this state exclusive of any other name, a distinctive and distinguishing element, which in the judgment of the Secretary of the State will be sufficient to distinguish its name, upon the records of the Secretary of the State, in the manner required by subdivision (1) of this subsection.

Sec. 182. 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, 33-656, 33-657, 34-103 or subsection (a) of section 34-13.

Sec. 183. Subdivision (6) of section 34-82 of the general statutes is repealed and the following is substituted in lieu thereof:

(6) An association formed under this section may become a professional service corporation, in accordance with section 33-182b, by complying with the provisions of chapter 594a and with this subsection. Upon the filing of a certificate of incorporation in compliance with section 33-182c, the association shall file with the Secretary of the State, in such form as the Secretary of the State shall prescribe, a certificate of cancellation of its articles of association and a consent of each member to the association becoming a professional service corporation, together with a filing fee of ten dollars. Upon the filing of such a certificate and consents and the incorporation of the professional service corporation, the association shall become a professional service corporation and the interests therein shall be converted to such number of shares of capital stock of the professional service corporation as the members shall approve. The provisions of [subsections (c), (d) and (e) of section 33-369] SUBDIVISIONS (2), (3), (4) AND (6) OF SUBSECTION (a) OF SECTION 33-820 shall apply as though the professional service corporation was the surviving corporation in a merger and the association the merging corporation.

Sec. 184. 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, 33-656,33-657, 34-13 or 34-13a.

Sec. 185. Subsection (d) of section 34-119 of the general statutes is repealed and the following is substituted in lieu thereof:

(d) No limited liability company may be formed under sections 34-100 to 34-242, inclusive, for the purpose of transacting the business of an insurance company or a surety or indemnity company, unless (1) it is an affiliate of an insurance company chartered by, incorporated, organized or constituted within or under the laws of this state; and (2) at the time of the filing of its articles of organization, there is also filed a certificate issued by the Insurance Commissioner pursuant to section [33-286a] 33-646 authorizing the formation of the limited liability company. No limited liability company formed under sections 34-100 to 34-242, inclusive, shall have power to transact in this state the business of any insurance company or a surety or indemnity company until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41.

Sec. 186. Subsection (b) of section 34-133 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) Nothing contained in sections 34-100 to 34-242, inclusive, shall be interpreted to abolish, repeal, modify, restrict or limit the law in effect on October 1, 1993, in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct; provided any member, manager, agent or employee of a limited liability company rendering professional services formed under sections 34-100 to 34-242, inclusive, shall be personally liable and accountable only for negligent or wrongful acts or misconduct committed by him, or by any person under his direct supervision and control, while rendering professional services on behalf of the limited liability company to the person for whom such professional services were being rendered; and provided further the personal liability of members of a limited liability company rendering professional services formed under sections 34-100 to 34-242, inclusive, in their capacity as members of such limited liability company, shall be no greater in any aspect than that of a shareholder who is an employee of a corporation formed under chapter [599] 601. A limited liability company rendering professional services shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its members, managers, agents or employees while they are engaged on behalf of the limited liability company in the rendering of professional services.

Sec. 187. Section 35-3 of the general statutes is repealed and the following is substituted in lieu thereof:

The provisions of sections [33-287] 33-655 and 35-2 shall not apply to nor prohibit the use of the words "banks", "bankers" and "banking" in their titles by The Connecticut Bankers' Association, The Savings Banks' Association of Connecticut, any chapter, whether incorporated or not, affiliated and in good standing with The American Institute of Banking, or by any other associations of state bank and trust companies, national banking associations and mutual savings banks or by associations of their employees.

Sec. 188. Section 36a-83 of the general statutes is repealed and the following is substituted in lieu thereof:

The shareholders of any capital stock Connecticut bank may examine the [books, accounts, securities and expenditures] RECORDS of such bank in accordance with section [33-334] 33-946.

Sec. 189. Section 36a-97 of the general statutes is repealed and the following is substituted in lieu thereof:

The certificate of incorporation or charter of a bank, Connecticut credit union or federal credit union may contain a provision limiting the personal liability of a director to the bank or credit union or its members or its shareholders for monetary damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the bank or credit union during the year of the violation if such breach did not (1) involve a knowing and culpable violation of law by the director, (2) enable the director or an associate, as defined in subdivision (3) of section [33-374d] 33-843, to receive an improper personal economic gain, (3) show a lack of good faith and a conscious disregard for the duty of the director to the bank or credit union under circumstances in which the director was aware that the director's conduct or omission created an unjustifiable risk of serious injury to the bank or credit union, (4) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the bank or credit union, or (5) create liability under section 36a-58. No such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision.

Sec. 190. Section 36a-105 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) [Section 33-340] CHAPTER 601 shall govern the terms of issuance of shares of stock of a capital stock Connecticut bank newly organized under section 36a-70. Any share, when issued, shall be issued at not less than par value, if any, or, if such shares are issued without par value, for such consideration as may be fixed from time to time by the governing board, unless the certificate of incorporation reserves to the shareholders the right to fix the consideration.

(b) Any capital stock Connecticut bank may increase its authorized capital stock to any amount approved by the commissioner. An amendment to the certificate of incorporation of such bank increasing or decreasing its authorized capital stock [by amending the par value of its shares, or by some other means,] shall be executed and filed as provided in section [33-285] 33-422. No such amendment shall become effective until a certificate from the commissioner approving such increase or decrease has been filed with the Secretary of the State.

(c) Any increase in authorized capital stock made under the provisions of subsection (b) of this section shall be by the affirmative vote of the holders of a majority of the shares, or of each class of shares, entitled to vote thereon at a meeting noticed and called for that purpose. The governing board of such bank may provide for the issuance from time to time of its authorized but unissued stock and, except as otherwise provided by law, may determine all matters with respect thereto.

(d) When the authorized capital stock of any such capital stock Connecticut bank is increased under subsection (b) of this section and the shares are issued at a price in excess of the par value, if any, such excess received over the par value shall be credited to the surplus account of the capital stock Connecticut bank. In case of the issuance of shares without par value, the entire amount of consideration received therefor, expressed in dollars, shall constitute stated capital unless, at any time before sixty days after the issuance of such shares, the governing board allocates to capital surplus any portion thereof.

Sec. 191. Subsection (a) of section 36a-106 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) Subject to the approval of the commissioner, any capital stock Connecticut bank may increase its authorized capital stock and provide for the issuance of nonassessable preferred shares of one or more classes in accordance with chapter [599] 601.

Sec. 192. Subsection (b) of section 36a-106 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) Preferred shares, capital notes and debentures which are convertible into shares of common stock shall be subject to the limitations of SUBSECTION (f) OF section [33-349] 33-672.

Sec. 193. Subsection (c) of section 36a-106 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) Before the issuance of preferred shares, any provision of which is fixed or determined by the governing board in accordance with subsection [(b)] (a) of section [33-341] 33-666, the governing board shall amend the certificate of incorporation of the capital stock Connecticut bank as provided in [subdivision (2) of] subsection [(b)] (d) of section [33-360]33-666.

Sec. 194. Section 36a-108 of the general statutes is repealed and the following is substituted in lieu thereof:

The preemptive rights of the holders of the capital stock of a capital stock Connecticut bank shall be determined in accordance with section [33-343] 33-683.

Sec. 195. Section 36a-109 of the general statutes is repealed and the following is substituted in lieu thereof:

The rights of a capital stock Connecticut bank to issue or grant rights or options entitling the holders thereof to purchase authorized shares from such bank [and to issue or grant such rights or options to directors, officers or employees] shall be determined in accordance with section [33-344] [4m33-675 [0m, PROVIDED NO SUCH RIGHTS OR OPTIONS SHALL BE ISSUED OR GRANTED TO DIRECTORS, OFFICERS OR EMPLOYEES OF THE BANK, OR OF A SUBSIDIARY THEREOF, UNLESS SUCH ISSUE OR GRANT IS APPROVED BY SHAREHOLDERS OF THE BANK WITHIN TWELVE MONTHS BEFORE OR AFTER THE DATE SUCH ISSUANCE OR GRANT IS MADE, OR IS AUTHORIZED BY AND CONSISTENT WITH A PLAN APPROVED BY SHAREHOLDERS OF THE BANK WITHIN TWELVE MONTHS BEFORE OR AFTER THE DATE SUCH PLAN IS ADOPTED, WHICH PLAN SHALL BE SET FORTH OR INCORPORATED BY REFERENCE IN THE INSTRUMENT OR INSTRUMENTS EVIDENCING SUCH RIGHTS OR OPTIONS.

Sec. 196. Section 36a-111 of the general statutes is repealed and the following is substituted in lieu thereof:

Subject to the approval of the commissioner, a capital stock Connecticut bank may acquire and dispose of its own stock pursuant to section [33-358] 33-684 provided no such acquisition shall reduce the bank's equity capital below the minimum for a capital stock Connecticut bank as required by section 36a-70. [To the extent that the bank's surplus is restricted pursuant to subsection (c) of said section 33-358, such restricted portion shall be excluded from the bank's equity capital in computing the bank's loan and investment limitations.]

Sec. 197. Subsection (b) of section 36a-112 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) Notwithstanding the provisions of sections [33-337 to 33-339] 33-706 AND 33-715TO33-717 inclusive, an irrevocable proxy, voting trust, voting agreement or similar arrangement with respect to the shares of a capital stock Connecticut bank is valid or enforceable only if approved by the commissioner. The commissioner, upon complaint from any person or upon the commissioner's own investigation, may issue an order pursuant to section 36a-52 directing that any person entering into or assisting in the operation of such proxy, trust, agreement or arrangement cease and desist from such activity.

Sec. 198. Subsection (d) of section 36a-125 of the general statutes, as amended by section 10 of public act 95-155, is repealed and the following is substituted in lieu thereof:

(d) In addition to the vote of the governing board or organizers as required by subsection (b) of this section, in the case of a capital stock constituent final bank, the merger or consolidation shall be approved by the affirmative vote of the holders of at least two-thirds of the issued and outstanding shares of each class of the capital stock. Such vote shall be taken at separate meetings of the shareholders called for the purpose of considering the proposed merger or consolidation, and not less than ten days' notice of the time, place and purpose of such meeting shall be mailed to the last-known address of each shareholder. Any person entitled to notice under this subsection may waive such notice in accordance with section [33-308]33-700. The vote may approve the merger or consolidation either upon the terms of the agreement as approved and executed by the governing board or organizers or with such additions or amendments as may be so approved at such shareholders' or incorporators' meetings of each of the constituent banks.

Sec. 199. Subsection (h) of section 36a-125 of the general statutes, as amended by section 10 of public act 95-155, is repealed and the following is substituted in lieu thereof:

(h) Upon the effectiveness of the agreement of merger or consolidation, the shareholders, if any, of the constituent banks, except to the extent that they have received cash, property or other securities of the resulting bank or shares or other securities of any other corporation in exchange for or upon conversion of their shares, shall be shareholders of the resulting bank. Unless such agreement otherwise provides, the resulting bank may require each shareholder to surrender such shareholder's certificates of stock in the constituent bank and in that event no shareholder, until such surrender of that shareholder's certificates, shall be entitled to receive a certificate of stock of the resulting bank or to vote thereon or to collect dividends declared thereon, or to receive cash, property or other securities of the resulting bank, or shares or other securities of any other corporation. Any shareholder of any such constituent bank who [, on or before the date of such meeting of shareholders of the constituent bank of which that shareholder holds shares, gave written notice to the secretary of the constituent bank of objection thereto may, provided none of that shareholder's shares shall have been voted in favor of the merger or consolidation, require the constituent bank to purchase that shareholder's shares at fair value by delivering to the secretary of such constituent bank a demand to that effect in writing within ten days after the date of such meeting. Any such demand shall comply with the requirements of section 33-374 and, after the delivery of such demand, it shall be deemed for all purposes to have been delivered pursuant to section 33-374, and the effect of such demand and the] DISSENTS FROM THE MERGER OR CONSOLIDATION IS ENTITLED TO ASSERT DISSENTERS' RIGHTS UNDER SECTIONS 33-855 TO 33-872, INCLUSIVE. THE rights and obligations of the objecting shareholders and the bank shall be determined in accordance with [section 33-374] SECTIONS 33-855 TO 33-872, INCLUSIVE. The stock of the resulting bank up to an amount of the combined stock of the constituent banks shall be exempt from any franchise tax.

Sec. 200. Section 36a-182 of the general statutes is repealed and the following is substituted in lieu thereof:

No corporation shall be considered as transacting the business of or promoting the purpose of a bank and trust company, capital stock savings and loan association or capital stock savings bank for any purpose including the purposes of section [33-286] 33-645 by reason of the ownership of shares or other securities of a capital stock bank.

Sec. 201. Subsection (a) of section 36a-183 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The application of sections 36a-180 to 36a-191, inclusive, shall not be affected by the fact that a transaction takes place wholly or partly outside this state or that a company is organized or operates outside this state. Notwithstanding the provisions of SUBSECTION (b) OF section [33-397] 33-920, any holding company, whether organized or incorporated or existing under or by virtue of the laws of this state or otherwise, shall be deemed to be transacting business in this state for the purposes of being subject to the provisions of sections 36a-180 to 36a-191, inclusive, and to the jurisdiction of the courts of this state.

Sec. 202. Subsection (c) of section 36a-195 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) A reorganized savings institution shall have the power to issue preferred stock in accordance with the procedures contained in section 36a-106. The voting rights of holders of shares of preferred stock of a reorganized savings institution shall be limited to those voting rights required under the provisions of chapter [599] 601. Upon any liquidation of such reorganized savings institution, the priority of the holders of any shares of preferred stock shall be limited to repayment of their original investment in such shares and any dividends earned but unpaid prior to such liquidation.

Sec. 203. Subsection (c) of section 36a-196 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) The provisions of sections 36a-105 and 36a-108 shall apply to the issuance of shares of common stock or shares of securities convertible into common stock only by a reorganized savings institution [except that the reorganized savings institution shall not have the right otherwise provided in subsection (f) of section 33-343 to limit or deny preemptive rights as to shares of its common stock or shares of securities convertible into its common stock.]

Sec. 204. Section 36a-218 of the general statutes is repealed and the following is substituted in lieu thereof:

Whenever the commissioner has reason to believe that the capital of any capital stock Connecticut bank is impaired but the impairment is not sufficient to require other action for the protection of the public, the commissioner may notify such bank in writing to make good any impairment of capital within a time to be fixed by the commissioner. For purposes of this section, the capital of a bank is impaired if the [assets of the bank are not sufficient to equal the amount of its indebtedness added to any stated capital, as defined in subsection (w) of section 33-284] EQUITY CAPITAL OF THE BANK IS LESS THAN ZERO. At the end of such period, the commissioner shall make, or cause to be made, an examination of such bank, and, upon finding at any time thereafter an impairment of capital, the commissioner may deliver to such bank a written order to discontinue receiving moneys for deposit or for certificates of indebtedness and paying depositors or other creditors. The commissioner may thereupon bring an action in the superior court for the judicial district of Hartford-New Britain or the judicial district in which the main office of such bank is located for its dissolution and for the appointment of a receiver to take charge of its affairs. Such written order of the commissioner, until vacated by an order of the court, shall have the effect of a temporary injunction restraining such bank, its directors, officers and employees, from receiving moneys for deposit or for certificates of indebtedness and paying depositors or other creditors. Nothing in this section shall require the commissioner to take any action for the restoration of any impairment of capital or for the appointment of a receiver if, in the commissioner's opinion, the remaining capital of any such bank is sufficient to protect the depositors and other creditors thereof from loss.

Sec. 205. 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 advisor 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 OR 33-920 shall comply with the requirements of such sections.

Sec. 206. Subsection (c) of section 36a-275 of the general statutes, as amended by section 3 of public act 95-70, is repealed and the following is substituted in lieu thereof:

(c) (1) The rating and other investment restrictions on debt securities described in subsection (b) of this section shall not apply to: (A) The general obligations of the United States or this state; (B) Securities which are guaranteed fully as to principal and interest by the United States or this state or for which the full faith and credit of the United States or this state is pledged for the payment of principal and interest; or (C) Securities which are prerefunded with their proceeds invested in securities as described in subparagraphs (A) and (B) of this subdivision; (2) The investment restrictions on debt securities described in subdivisions (1), (3) and (4) of subsection (b) of this section shall not apply to the general obligations of the federal Farm Credit Bank, the federal Home Loan Bank, the federal Home Loan Mortgage Corporation, the federal National Mortgage Association, the Government National Mortgage Corporation, the Student Loan Marketing Association or any agency of the United States which are not guaranteed fully as to principal and interest by the United States or for which the full faith and credit of the United States is not pledged for the payment of principal and interest, provided the debt securities are (A) rated in the three highest rating categories by a rating service of such securities recognized by the commissioner, and (B) the total amount of such securities does not exceed, at any time, fifteen per cent of the assets of the bank making the investment; (3) The investment restrictions on debt securities described in subdivisions (1), (2) and (4) of subsection (b) of this section shall not apply to the debt obligations of depository institutions which (A) are deposits, (B) result from the temporary transfer between depository institutions of their balances in federal reserve banks or federal home loan banks or of correspondent balances, or (C) mature in one week or less. Any investment made under the provisions of this subdivision shall be in the opinion of the bank making the investment as entered on its records prudent for it to make and shall be subject to the supervision of the commissioner concerning safe and sound banking practices. For the purposes of this subdivision, "depository institution" means a person that accepts deposits and is subject to examination by officials of the government of any state [, as defined in subsection (v) of section 33-284.] FOR THE PURPOSES OF THIS SUBDIVISION, "STATE" MEANS THE UNITED STATES, ANY STATE, TERRITORY, INSULAR POSSESSION OR OTHER POLITICAL SUBDIVISION OF THE UNITED STATES, INCLUDING THE DISTRICT OF COLUMBIA, ANY FOREIGN COUNTRY OR NATION, AND ANY PROVINCE, TERRITORY OR OTHER POLITICAL SUBDIVISION OF ANY FOREIGN COUNTRY OR NATION.

Sec. 207. Subsection (e) of section 36a-425 of the general statutes is repealed and the following is substituted in lieu thereof:

(e) (1) Any person who maintains an office or transacts business in this state in violation of this section shall be subject to the penalties imposed by [subsections (c) and (e)] SUBSECTION (d) of section [33-412] 33-921. (2) The provisions of subsections (a) [and (d)] (b) AND (c) of section [33-412] 33-921 shall not be applicable to any foreign banking corporation by reason of its maintenance of an office or its transaction of business in this state in violation of this section before May 31, 1991, provided nothing in this subdivision shall be construed to affect any action pending on May 31, 1991.

Sec. 208. 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 OR 33-920 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. 209. 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 OR 33-920 and shall comply with the requirements of said sections.

Sec. 210. Section 38a-59 of the general statutes is repealed and the following is substituted in lieu thereof:

An amendment to the certificate of incorporation of a domestic insurance company with capital stock which changes the name of the company shall not become effective until approved by the Insurance Commissioner after reasonable notice and a public hearing, if such notice and hearing are deemed by him to be in the public interest. A certificate of amendment conforming to the requirements of section [33-360] 33-800 shall be filed in the office of the Insurance Commissioner before any amendment to the certificate of incorporation of a domestic insurance company with capital stock shall become effective.

Sec. 211. Subsection (a) of section 38a-63 of the general statutes is repealed and the following is substituted in lieu thereof:

(a) The personal liability of a director of a mutual insurance company to the company or its members for monetary damages for breach of duty as a director may be limited by the board to an amount that is not less than the compensation received by the director for serving the company during the year of the violation, provided such breach did not (1) involve a knowing and culpable violation of law by the director, (2) enable the director or an associate, as defined solely for the purposes of this section in subdivision (3) of section [33-374d] 33-843, to receive an improper personal economic gain, (3) show a lack of good faith and a conscious disregard for the duty of the director to the company under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the company, or (4) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the company, provided further no director who is a defendant in a lawsuit shall participate in the discussion or vote on such limitation of liability if it will affect his potential liability in such lawsuit. No such limitation shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision.

Sec. 212. Subsection (b) of section 38a-148 of the general statutes is repealed and the following is substituted in lieu thereof:

(b) If, at least ten days prior to the redemption date, such shareholder gives written notice to the corporation objecting to the redemption consideration set forth in the corporation's notice, the fair value for such shareholder's shares shall be determined and such shares shall be acquired by the corporation in the manner set forth in [section 33-374] SECTIONS 33-863 TO 33-872. The right to be paid the value of such shares pursuant to said [section 33-374] SECTIONS shall be such shareholder's exclusive remedy as holder of such shares against the corporation's redemption of such shares, whether or not the shareholder proceeds as provided in said [section 33-374] SECTIONS. Such notice by the shareholder shall be deemed to be the notice required by [subsection (b) of said section 33-374] SECTION 33-862. [and the corporation's redemption consideration as set forth in its notice to the shareholder shall be deemed to be the written offer required by subsection (d) of said section 33-374.]

Sec. 213. Subdivision (4) of section 38a-564 of the general statutes, as amended by section 144 of public act 95-79, is repealed and the following is substituted in lieu thereof: (4) "Small employer" means any person, firm, corporation, limited liability company, partnership or association actively engaged in business for at least three consecutive months who, on at least fifty per cent of its working days during the preceding twelve months, employed no more than fifty eligible employees, the majority of whom were employed within the state of Connecticut. In determining the number of eligible employees, companies which are affiliated companies, as defined in section [33-374a] 33-840, or which are eligible to file a combined tax return for purposes of taxation under chapter 208 shall be considered one employer. Eligible employees shall not include employees covered through the employer by health insurance plans or insurance arrangements issued to or in accordance with a trust established pursuant to collective bargaining subject to the federal Labor Management Relations Act. Except as otherwise specifically provided, provisions of sections 12-201, 12-211, 12-212a and 38a-564 to 38a-572, inclusive, which apply to a small employer shall continue to apply until the plan anniversary following the date the employer no longer meets the requirements of this definition.

Sec. 214. Subsection (1) of section 42a-8-207 of the general statutes is repealed and the following is substituted in lieu thereof:

(1) [Subject to section 33-310, prior] PRIOR to due presentment for registration of transfer of a certificated security in registered form, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Sec. 215. 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] 601 OR ANY PREDECESSOR STATUTES THERETO, or as a nonstock corporation under chapter 600, of any powers which it may exercise thereunder.

Sec. 216. Subsection (f) of section 47a-21 of the general statutes is repealed and the following is substituted in lieu thereof:

(f) Any landlord who is not a resident of this state shall appoint in writing the Secretary of the State as his attorney upon whom all process in any action or proceeding against such landlord may be served. ["Foreign corporation" as used in subsections (a) and (c) of section 33-400 shall include any such landlord.]

Sec. 217. Subsection (c) of section 52-57 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) In actions against a private corporation, service of process shall be made either upon the president, the vice president, an assistant vice president, the secretary, the assistant secretary, the treasurer, the assistant treasurer, the cashier, the assistant cashier, the teller or the assistant teller or its general or managing agent or manager or upon any director resident in this state, or the person in charge of the business of the corporation or upon any person who is at the time of service in charge of the office of the corporation in the town in which its principal office or place of business is located. In actions against a private corporation established under the laws of any other state, any foreign country or the United States, service of process may be made upon any of the aforesaid officers or agents, or upon the agent of the corporation appointed pursuant to section [33-400] 33-922.

Sec. 218. Subsection (c) of section 52-325 of the general statutes is repealed and the following is substituted in lieu thereof:

(c) Notwithstanding the provisions of subsection (a) of this section, no recorded notice of lis pendens shall be valid or constitute constructive notice thereof unless the party recording such notice, not later than thirty days after such recording, serves a true and attested copy of the recorded notice of lis pendens upon the owner of record of the property affected thereby. The notice shall be served upon the owner, if he resides in the same town in which the real property is located, by any proper officer or indifferent person, by leaving a true and attested copy of such recorded notice with him or at his usual place of abode. If the property owner does not reside in such town, such copy may be served by any proper officer or indifferent person, by mailing such copy, by registered or certified mail, to the owner at the place where he resides. If such copy is returned unclaimed, notice to such property owner shall be given by publication in accordance with the provisions of section 1-2. If the property owner is a nonresident individual, or foreign partnership, or his or its executor or administrator, the notice may be served upon the Secretary of the State as provided in subsection (c) of section 52-59b and if the property owner is a foreign corporation, the notice may be served as provided in section [33-411 or] 33-519 OR 33-929. When there are two or more property owners of record, a true and attested copy of such recorded notice shall be so served on each property owner. A certified copy of the recorded notice of lis pendens, with the return of the person who served it, endorsed thereon, shall be returned to the party who recorded such notice.

Sec. 219. (NEW) Sections 219 to 253, inclusive, of this act shall be known and may be cited as the "Connecticut Statutory Trust Act."

Sec. 220. (NEW) (a) A statutory trust is hereby declared to be a permitted form of association for the conduct of business in this state, provided the provisions of sections 219 to 253, inclusive, of this act are complied with, except that nothing contained in said sections shall be construed to limit, prohibit or invalidate the existence, acts or obligations of any common law business trust created or doing business in this state before or after the effective date of sections 219 to 253, inclusive, of this act. Common law business trusts created before or after the effective date of sections 219 to 253, inclusive, of this act, may elect to be governed by the provisions of sections 219 to 253, inclusive, of this act upon the filing of a certificate of trust, provided, a common law business trust created before the effective date of sections 219 to 253, inclusive, of this act, shall not be governed by the provisions of sections 219 to 253, inclusive, of this act to the extent of any inconsistent provisions contained in its governing instrument and not thereafter modified by amendment.

(b) The laws of this state shall govern the organization and internal affairs of all domestic statutory trusts.

Sec. 221. (NEW) For purposes of sections 219 to 253, inclusive, of this act: (1) "Beneficial owner" means any owner of a beneficial interest in a statutory trust. Beneficial ownership shall be determined and evidenced, whether by means of registration, the issuance of certificates or otherwise, in accordance with the applicable provisions of the governing instrument of the statutory trust. (2) "Statutory trust" or "domestic statutory trust" means an unincorporated association which (A) is created by a trust instrument under which property is or will be held, managed, administered, controlled, invested, reinvested or operated, or business or professional activities are carried on or will be carried on, by a trustee or trustees for the benefit of such person or persons as are or may become entitled to a beneficial interest in the trust property, including but not limited to a trust of the type known at common law as a "business trust" or "Massachusetts trust" or "grantor trust", or a trust qualifying as a real estate investment trust under Section 856 et seq., of the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, or a trust qualifying as a real estate mortgage investment conduit under Section 860D of the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, and (B) files a certificate of trust pursuant to section 230 of this act. Any such association organized before or after the effective date of sections 219 to 253, inclusive, of this act shall be a statutory trust and a separate legal entity. A statutory trust may be organized to carry on any lawful business or activity, whether or not conducted for profit, and for any lawful purpose, including, without limitation, holding or otherwise taking title to property, whether in an active, passive or custodial capacity. (3) "Foreign statutory trust" means any business trust, association or similar entity which is not organized under the laws of this state. (4) "Governing instrument" means a trust instrument which creates a statutory trust and provides for the governance of the affairs of the statutory trust and the conduct of its business. A governing instrument: (A) May provide that a person shall become a beneficial owner and shall become bound by the governing instrument if such person, or a representative authorized by such person orally, in writing or by other action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest; and (B) may consist of one or more agreements, instruments or other writings and may refer to or incorporate bylaws containing provisions relating to the business of the statutory trust, the conduct of its affairs and its rights or powers or the rights or powers of its trustees, beneficial owners, agents or employees. (5) "Other business entity" means a corporation, a limited liability company, a general or limited partnership, a limited liability partnership, a common law trust or any other unincorporated business. (6) "Person" means a natural person, partnership, limited partnership, limited liability partnership, limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity. (7) "Trustee" means the person or persons appointed as a trustee in accordance with the governing instrument of a statutory trust and may include one or more of the beneficial owners of the statutory trust.

Sec. 222. (NEW) (a) A contribution of a beneficial owner to the statutory trust may be in cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to perform services; provided, a person may become a beneficial owner of a statutory trust and may receive a beneficial interest in a statutory trust without making a contribution or being obligated to make a contribution to the statutory trust.

(b) Except as provided in the governing instrument, a beneficial owner is obligated to the statutory trust to perform any promise to contribute cash or property or to perform services, even if the beneficial owner is unable to perform because of death, disability or any other reason. If a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated at the option of the statutory trust to contribute cash equal to that portion of the agreed value, as stated in the records of the statutory trust, of the contribution that has not been made. Such option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the statutory trust may have against such beneficial owner under the governing instrument or applicable law.

(c) A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that such beneficial owner is obligated to make shall be subject to specific penalties for, or set forth the specified consequences of, such failure. Such penalty or consequence may take the form of (1) reducing or eliminating the defaulting beneficial owner's proportionate interest in the statutory trust, (2) subordinating the defaulting beneficial owner's beneficial interest to that of nondefaulting beneficial owners, (3) a forced sale of the defaulting beneficial owner's beneficial interest, (4) forfeiture of the defaulting beneficial owner's beneficial interest, (5) the lending by other beneficial owners of the amount necessary to meet the defaulting beneficial owner's commitment, (6) fixing the value of the defaulting beneficial owner's beneficial interest by appraisal or by formula and redemption or sale of the defaulting beneficial owner's beneficial interest at such value, or (7) any other penalty or consequence.

Sec. 223. (NEW) (a) Except to the extent otherwise provided in the governing instrument of the statutory trust, the beneficial owners of a statutory trust shall be entitled to the same limitation of personal liability extended to shareholders of domestic corporations.

(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, a trustee, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.

(c) Except to the extent otherwise provided in the governing instrument of a statutory trust, an officer, employee, manager or other person acting pursuant to subdivision (7) of subsection (b) of section 226 of this act, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.

Sec. 224. (NEW) (a) A statutory trust shall have the power to sue and be sued in its own name. In furtherance of the foregoing, a statutory trust may be sued for debts and other obligations or liabilities contracted or incurred by the trustees, or by the duly authorized agents of such trustees, in the performance of their respective duties under the governing instrument of the statutory trust, and for any damages to persons or property resulting from the negligence of such trustees or agents acting in the performance of such respective duties. The property of a statutory trust shall be subject to attachment and execution as if it were a domestic corporation. Notwithstanding the foregoing provisions of this section, in the event that the governing instrument of a statutory trust, including a statutory trust which is a registered investment company under the Investment Company Act of 1940, as amended, 15 USC Sections 80a-1 et seq., creates one or more series as provided in subdivision (2) of subsection (b) of section 226 of this act, and (1) separate and distinct records are maintained for any such series and the assets associated with any such series are held and accounted for separately from the assets of the statutory trust, or any other series thereof, (2) the governing instrument so provides, and (3) notice of the limitation on liabilities of series as referenced in this sentence is set forth in the certificate of trust of the statutory trust, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only and not against the assets of the statutory trust generally.

(b) A trustee of a statutory trust may be served with process in all civil actions or proceedings brought in this state involving or relating to the activities of the statutory trust or a violation by a trustee of a duty to the statutory trust or to any beneficial owner, whether or not the trustee is a trustee at the time suit is commenced. Every resident or nonresident of this state who accepts election or appointment or serves as a trustee of a statutory trust shall, by such acceptance or service, be deemed thereby to have consented to the appointment of the statutory agent of such statutory trust required by section 227 of this act or, if there is none, the Secretary of the State, as such person's agent upon whom service of process may be made, as provided in this section. Such acceptance or service shall signal the consent of such trustee that any process when so served shall be of the same legal force and validity as if served upon such trustee within this state and such appointment of such statutory agent or, if there is none, the Secretary of the State, shall be irrevocable.

(c) Any process, notice or demand in connection with any action or proceeding required or permitted by law to be served upon a statutory trust may be served upon the statutory trust's statutory agent for service by any proper officer or other person lawfully empowered to make service.

(d) If it appears from the records of the Secretary of the State that a statutory trust has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit endorsed on the return of the officer or other proper person directed to serve any process, notice or demand upon such statutory trust's statutory agent for service appearing on the records of the Secretary of the State that such agent cannot, with reasonable diligence, be found at the address shown on such records as the agent's address, service of such process, notice or demand on such statutory trust may, when timely made, be made by such officer or other proper person by: (1) Leaving a true and attested copy thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mails, by registered or certified mail, postage prepaid, addressed to such office; and (2) depositing in the United States mails, by registered or certified mail, postage prepaid, a true and attested copy thereof, together with a statement by such officer that service is being made pursuant to this section, addressed to such statutory trust at its principal office.

(e) The Secretary of the State shall file the copy of each process, notice or demand received by him as provided in subsection (d) of this section and keep a record of the day and hour of such receipt. Service made as provided in this section shall be effective as of such day and hour.

(f) In the governing instrument of the statutory trust or other writing, a trustee may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of, or the exclusivity of arbitration in, this state, and to be served with legal process in the manner prescribed in such governing instrument of the statutory trust or other writing.

(g) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a statutory trust in any other manner permitted by law on or after the effective date of sections 219 to 253, inclusive, of this act. This section is an extension of, and not a limitation upon, the right otherwise existing of service of legal process upon nonresidents.

(h) The Superior Court may make all necessary rules respecting the form of process, the manner of issuance and return thereof and such other rules which may be necessary to implement this section and are not inconsistent with this section.

(i) A general or limited partnership, corporation or other nonnatural person formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of the United States or any state other than the state of Connecticut shall not be deemed to be doing business in this state solely by reason of its being a trustee of a statutory trust.

Sec. 225. (NEW) (a) Except to the extent otherwise provided in the governing instrument of the statutory trust, a beneficial owner shall have an undivided beneficial interest in the property of the statutory trust and shall share in the profits and losses of the statutory trust in the proportion, expressed as a percentage, of the entire undivided beneficial interest in the statutory trust owned by such beneficial owner. The governing instrument of a statutory trust may provide that the statutory trust or the trustees, acting for and on behalf of the statutory trust, shall be deemed to hold beneficial ownership of any income earned on securities of the statutory trust issued by any business entities formed, organized or existing under the laws of any jurisdiction, including the laws of any foreign country.

(b) No creditor of a beneficial owner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory trust.

(c) A beneficial owner's beneficial interest in the statutory trust is personal property notwithstanding the nature of the property of the trust. Except to the extent otherwise provided in the governing instrument of a statutory trust, a beneficial owner has no interest in specific statutory trust property.

(d) A beneficial owner's beneficial interest in the statutory trust is freely transferable except to the extent otherwise provided in the governing instrument of the statutory trust.

(e) Except to the extent otherwise provided in the governing instrument of a statutory trust, at the time a beneficial owner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the statutory trust with respect to the distribution. A governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a statutory trust.

Sec. 226. (NEW) (a) Except to the extent otherwise provided in the governing instrument of the statutory trust, the business and affairs of a statutory trust shall be managed by or under the direction of its trustees. To the extent provided in the governing instrument of a statutory trust, any person, including a beneficial owner, shall be entitled to direct the trustees or other persons in the management of a statutory trust. Except to the extent otherwise provided in the governing instrument of a statutory trust, neither the power to give direction to a trustee or other persons nor the exercise thereof by any person, including a beneficial owner, shall cause such person to be a trustee.

(b) A governing instrument may contain any provision relating to the management of the business and affairs of the statutory trust, and the rights, duties and obligations of the trustees, beneficial owners and other persons, which is not contrary to any provision or requirement of sections 219 to 253, inclusive, of this act and, without limitation:

(1) May provide for classes, groups or series of trustees or beneficial owners, or classes, groups or series of beneficial interests, having such relative rights, powers and duties as the governing instrument may provide, and may make provision for the future creation in the manner provided in the governing instrument of additional classes, groups or series of trustees, beneficial owners or beneficial interests, having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior or subordinate to existing classes, groups or series of trustees, beneficial owners or beneficial interests; (2) May establish or provide for the establishment of designated series of trustees, beneficial owners or beneficial interests having separate rights, powers or duties with respect to specified property or obligations of the statutory trust or profits and losses associated with specified property or obligations, and, to the extent provided in the governing instrument, any such series may have a separate business purpose or investment objective; (3) May provide for the taking of any action, including the amendment of the governing instrument, the accomplishment of a merger or consolidation, the appointment of one or more trustees, the sale, lease, exchange, transfer, pledge or other disposition of all or any part of the assets of the statutory trust or the assets of any series, or the dissolution of the statutory trust, or may provide for the taking of any action to create under the provisions of the governing instrument a class, group or series of beneficial interests that was not previously outstanding, in any such case without the vote or approval of any particular trustee or beneficial owner, or class, group or series of trustees or beneficial owners; (4) May grant to, or withhold from, all or certain trustees or beneficial owners, or a specified class, group or series of trustees or beneficial owners, the right to vote, separately or with any or all other classes, groups or series of the trustees or beneficial owners, on any matter, such voting being on a per capita, number, financial interest, class group, series or any other basis; (5) May, if and to the extent that voting rights are granted under the governing instrument, set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, waiver of any such notice, action by consent without a meeting, the establishment of record dates, quorum requirements, voting in person, by proxy or in any other manner, or any other matter with respect to the exercise of any such right to vote; (6) May provide for the present or future creation of more than one statutory trust, including the creation of a future statutory trust to which all or any part of the assets, liabilities, profits or losses of any existing statutory trust will be transferred, and for the conversion of beneficial interests in an existing statutory trust, or series thereof, into beneficial interests in the separate statutory trust, or series thereof; or (7) May provide for the appointment, election or engagement, either as agents or independent contractors of the statutory trust or as delegatees of the trustees, as officers, employees, managers or other persons who may manage the business and affairs of the statutory trust and may have such titles and such relative rights, powers and duties as the governing instrument shall provide. Except to the extent otherwise provided in the governing instrument of a statutory trust, the trustees shall choose and supervise such officers, managers, employees and other persons.

(c) To the extent that, at law or in equity, a trustee has duties, including fiduciary duties, and liabilities relating thereto to a statutory trust or to a beneficial owner: (1) Any such trustee acting under a governing instrument shall not be liable to the statutory trust or to any such beneficial owner for any act or omission taken in good faith reliance on the provisions of such governing instrument; and (2) The trustee's duties and liabilities may be expanded or restricted by provisions in a governing instrument.

(d) To the extent that, at law or in equity, an officer, employee, manager or other person designated pursuant to subdivision (7) of subsection (b) of this section has duties, including fiduciary duties, and liabilities relating thereto to a statutory trust, a beneficial owner or a trustee: (1) Any such officer, employee, manager or other person acting under a governing instrument shall not be liable to the statutory trust, any beneficial owner or any trustee for any act or omission taken in good faith reliance on the provisions of such governing instrument; and (2) The duties and liabilities of an officer, employee, manager or other person acting pursuant to subdivision (7) of subsection (b) of this section may be expanded or restricted by provisions in a governing instrument.

Sec. 227. (NEW) (a) No trustee of a statutory trust shall be required to be a resident of, or have a principal place of business in, this state.

(b) Each statutory trust shall have and maintain a statutory agent for service in this state, as provided in this section. A statutory agent for service shall be either (1) A natural person who is a resident of this state; (2) a domestic corporation, a domestic limited liability company or a domestic statutory trust; or (3) any corporation, limited liability company or business trust not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct affairs in this state.

(c) A statutory trust's statutory agent for service shall be appointed by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the statutory trust; (2) the name of the statutory agent for service; and (3) if the statutory agent is a natural person, the business and residence thereof; if the statutory agent is a corporation, limited liability company or business trust not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by the statutory agent for service therein appointed.

(d) If a statutory agent for service dies, dissolves, removes from the state or resigns, the statutory trust shall forthwith appoint another statutory agent for service. If the statutory agent for service changes his or its address within the state from that appearing upon the record in the office of the Secretary of the State, the statutory trust shall forthwith file with the Secretary of the State notice of the new address. A statutory agent for service may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of the statement to the statutory trust at its principal office. Upon expiration of thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. The Secretary of the State shall be the statutory agent for service during such periods of time when the statutory trust has no other statutory agent for service in this state. A statutory trust may revoke the appointment of a statutory agent for service by making a new appointment as provided in this section and any new appointment so made shall revoke all appointments theretofore made.

Sec. 228. (NEW) (a) Except to the extent otherwise provided in the governing instrument of the statutory trust, a statutory trust shall have perpetual existence, and a statutory trust may not be terminated or revoked by a beneficial owner or other person except in accordance with the terms of its governing instrument.

(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, the death, incapacity, dissolution, termination or bankruptcy of a beneficial owner shall not result in the termination or dissolution of a statutory trust.

Sec. 229. (NEW) Except to the extent otherwise provided or authorized in this act, the laws of this state pertaining to trusts are applicable to statutory trusts; provided, for purposes of taxation under title 12 of the general statutes, a corporation, an association, a partnership, a trust or otherwise, as shall be determined under the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended.

Sec. 230. (NEW) (a) Every statutory trust shall file the original, signed copy of its certificate of trust with the office of the Secretary of the State. The certificate of trust shall set forth: (1) A name of the statutory trust that satisfies the requirements of section 234 of this act; (2) The future effective date, which shall be a date certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate; (3) The principal office address of the statutory trust; (4) The appointment of a statutory agent for service of process, as required by section 227 of this act; and (5) Any other information the trustees determine to include therein.

(b) (1) A certificate of trust may be amended by filing a certificate of amendment thereto with the office of the Secretary of the State. The certificate of amendment shall set forth: (A) The name of the statutory trust; (B) the date of filing of the original certificate of trust; (C) the amendment to the certificate; and (D) the future effective date, which shall be a date certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate. (2) A certificate of trust may be amended at any time for any purpose as the trustees may determine, provided the certificate of trust as amended contains those provisions that are required by law to be contained in a certificate of trust at the time of making the amendment.

(c) (1) A certificate of trust may be restated by integrating into a single instrument all of the provisions of the certificate of trust which are then in effect and operative as a result of there having been theretofore filed one or more certificates of amendment pursuant to subsection (b) of this section, and the certificate of trust may be amended or further amended by the filing of a restated certificate of trust. The restated certificate of trust shall be specifically designated as such in its heading and shall set forth: (A) The present name of the statutory trust, and if it has been changed, the name under which the statutory trust was originally formed; (B) the date of filing of the original certificate of trust; (C) the information required to be included pursuant to subsection (a) of this section; (D) the future effective date, which shall be a date certain, of effectiveness of the restated certificate of trust if it is not to be effective upon the filing of the restated certificate of trust; and (E) any other information the trustees determine to include therein. (2) A certificate of trust may be restated at any time for any purpose as the trustees may determine.

(d) A certificate of trust shall be cancelled upon the completion of winding up of the statutory trust and its termination. A certificate of cancellation shall be filed in the office of the Secretary of the State and set forth: (1) The name of the statutory trust; (2) the date of filing of the original certificate of trust; (3) the reason for filing the certificate of cancellation; (4) the future effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and (5) any other information the trustees determine to include therein.

(e) Unless the office of the Secretary of the State determines that a document filed with it pursuant to this section does not conform to law, it shall, when all required filing fees have been paid, endorse on each signed original of such document the word "Filed" and the date and time of its acceptance for filing and retain the original in its files.

Sec. 231. (NEW) (a) Each certificate required by sections 219 to 253, inclusive, of this act to be filed in the office of the Secretary of the State shall be executed in the following manner: (1) A certificate of trust shall be signed by all of the trustees; (2) A certificate of amendment or a restated certificate of trust shall be signed by at least one of the trustees; (3) A certificate of cancellation shall be signed by all of the trustees or as otherwise provided in the governing instrument of the statutory trust; and (4) If a statutory trust is filing a certificate of merger or consolidation, the certificate of merger or consolidation shall be signed by all of the trustees or as otherwise provided in the governing instrument of the statutory trust or, if the certificate of merger or consolidation is being filed by another business entity, the certificate of merger or consolidation shall be signed by a person authorized to execute such instrument on behalf of such other business entity.

(b) The execution of a certificate by a trustee constitutes an oath or affirmation, under the penalty of false statement, that, to the best of the trustee's knowledge and belief, the facts stated therein are true.

Sec. 232. (NEW) Upon the filing of a certificate of trust with the Secretary of the State, or upon the future effective date or time of a certificate of trust as provided for therein, the certificate of trust shall be effective. Upon the filing of a certificate of amendment or a restated certificate of trust with the Secretary of the State, or upon the future effective date or time of a certificate of amendment or a restated certificate of trust as provided for therein, the certificate of trust shall be amended or restated as set forth therein. Upon the filing of a certificate of cancellation or a certificate of merger or consolidation which acts as a certificate of cancellation with the Secretary of the State, or upon the future effective date or time of a certificate of cancellation or a certificate of merger or consolidation which acts as a certificate of cancellation as provided for therein, the certificate of trust shall be cancelled.

Sec. 233. (NEW) (a) The Secretary of the State shall charge and collect the following fees and remit them to the Treasurer for the use of the state: (1) For filing of an application for reservation of name, and application for renewal of reservation, or notice of transfer or cancellation of reservation pursuant to section 234 of this act, thirty dollars; (2) for filing of a certificate of trust, a certificate of amendment, a restated certificate of trust, a certificate of cancellation or a certificate of merger or consolidation, sixty dollars; (3) for preparing and furnishing a copy of any certificate filed relating to a statutory trust: For each copy of each such document thereof regardless of the number of pages, twenty dollars; for affixing his certification thereto, five dollars; and (4) 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.

(b) The tax imposed under chapter 219 of the general statutes shall not be imposed upon any transaction for which a fee is charged under sections 219 to 253, inclusive of this act.

Sec. 234. (NEW) (a) The name of each statutory trust as set forth in its certificate of trust shall be such as to distinguish it upon the records of the office of the Secretary of the State from: (1) The name of any corporation, limited partnership, limited liability company, limited liability partnership or statutory trust existing under the laws of this state; (2) the name of any foreign corporation, limited partnership, limited liability company, limited liability partnership or statutory trust authorized to transact business in this state; or (3) any name reserved under subsection (d) of section 234 of this act or under section 33-287, 33-288, 33-424, 33-425, 33-656, 33-657, 34-13, 34-13a, 34-81s, 34-81t, 34-102 or 34-103 of the general statutes.

(b) The name of each statutory trust as set forth in its certificate of trust may contain the name of a beneficial owner, a trustee or any other person.

(c) The name of each statutory trust as set forth in its certificate of trust shall contain one or more of the following words: "Statutory Trust", "Limited Liability Trust", "Limited", "ST", "S.T.", "LLT", "L.L.T.", or "Ltd.".

(d) The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a statutory trust and to adopt that name; (2) any statutory trust intending to register in this state and to adopt that name; (3) any foreign statutory trust intending to register in this state and to adopt that name; or (4) any person intending to organize a foreign statutory trust and to have it register in this state and to adopt that name.

(e) The reservation shall be made by filing with the Secretary of the State an application, executed by the applicant, together with the applicable fee. If the office of the Secretary of the State finds that the name is available for use by a domestic or foreign statutory trust, it shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days counting the date of such filing as the first day of the one hundred twenty days. The holder of a reserved statutory trust name may renew the reservation for successive periods of one hundred twenty days each from the date of such renewal. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the office of the Secretary of the State a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The transfer shall not extend the term during which the name is reserved. Any person for whom a specified statutory trust name has been reserved, or a transferee of such person, may, during the period for which such name is reserved, terminate such reservation by filing with the office of the Secretary of the State an application for cancellation of reservation of statutory trust name, executed by the applicant, together with the applicable fee.

(f) A fee as set forth in subdivision (1) of subsection (a) of section 233 of this act shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.

Sec. 235. (NEW) (a) Pursuant to an agreement of merger or consolidation, a statutory trust may merge or consolidate with or into one or more statutory trusts or other business entities formed, organized or existing under the laws of this or any other state, the United States or any foreign country or other foreign jurisdiction; provided, in the case of any merger or consolidation involving one or more foreign statutory trusts or other business entities, both foreign and domestic, each such foreign statutory trust and other business entity that is a party to the merger or consolidation shall have the power and authority to merge or consolidate with such statutory trust. The agreement of merger or consolidation shall specify which of the constituent parties shall be the surviving or resulting statutory trust or other business entity. Unless otherwise provided in the governing instrument of a statutory trust, a merger or consolidation shall be approved by each statutory trust which is to merge or consolidate by all of the trustees and the beneficial owners of such statutory trust. In connection with a merger or consolidation under this section, rights or securities of, or interest in, a statutory trust or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting statutory trust or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a statutory trust or other business entity which is not the surviving or resulting statutory trust or other business entity in the merger or consolidation. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation.

(b) If a statutory trust is merging or consolidating under this section, the statutory trust or other business entity surviving or resulting in or from the merger or consolidation shall deliver to the Secretary of the State for filing a certificate of merger or consolidation duly executed by each constituent party to such merger or consolidation setting forth: (1) The name and jurisdiction of formation or organization of each statutory trust or other business entity which is to merge or consolidate; (2) That an agreement of merger or consolidation has been approved and executed by each statutory trust and other business entity which is to merge or consolidate; (3) The name of the surviving or resulting statutory trust or other business entity; (4) The effective date of the merger or consolidation if later than the date of filing of the certificate of merger or consolidation; (5) That the executed agreement of merger or consolidation is on file at a principal place of business of the surviving or resulting statutory trust or other business entity and the address thereof; (6) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting statutory trust or other business entity, on request and without cost, to any beneficial owner of any statutory trust or any person holding an interest in any other business entity which is to merge or consolidate; and (7) If the surviving or resulting entity is not a statutory trust or other business entity formed or organized or existing under the laws of this state, a statement that such surviving or resulting statutory trust or other business entity agrees that it may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of any statutory trust which is to merge or consolidate, irrevocably appointing the Secretary of the State as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of the State. In the event of service under this subsection upon the Secretary of the State, the plaintiff in any such action, suit or proceeding shall furnish the Secretary of the State with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the Secretary of the State, and the Secretary of the State shall notify such surviving or resulting statutory trust or other business entity thereof at all such addresses furnished by the plaintiff by letter, certified mail, return receipt requested. Such letter shall enclose a copy of the process and any other papers served upon the Secretary of the State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of the State that service is being made pursuant to this subsection, and to pay the Secretary of the State the sum of ___ dollars for use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The Secretary of the State shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceedings in which process has been served upon him, the return date thereof, and the day and hour when the service was made. The Secretary of the State shall not be required to retain such information for a period longer than five years from the date of receipt of the service of process.

(c) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation which was effective prior to the effective date of this act shall not affect the validity or effectiveness of any such merger or consolidation.

(d) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of the State of a certificate of merger or consolidation.

(e) A certificate of merger or consolidation shall act as a certificate of cancellation for a statutory trust which is not the surviving or resulting entity in the merger or consolidation.

(f) (1) Notwithstanding anything to the contrary contained in the governing instrument of a statutory trust, a governing instrument of a statutory trust containing a specific reference to this subsection may provide that an agreement of merger or consolidation approved in accordance with subsection (a) of this section may: (A) Effect any amendment to the governing instrument of the statutory trust; or (B) effect the adoption of a new governing instrument of the statutory trust if it is the surviving or resulting statutory trust in the merger or consolidation. (2) Any amendment to the governing instrument of a statutory trust or adoption of a new governing instrument of the statutory trust made pursuant to subdivision (1) of this subsection shall be effective on the effective date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to herein by any other means provided for in the governing instrument of a statutory trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent statutory trust to the merger or consolidation, including a statutory trust formed for the purpose of consummating a merger or consolidation, shall be the governing instrument of the surviving or resulting statutory trust.

(g) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of this state, all of the rights, privileges and powers of each of the statutory trusts and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such statutory trusts and other business entities, as well as all other things and causes of action belonging to each of such statutory trusts and other business entities, shall be vested in the surviving or resulting statutory trust or other business entity, and shall thereafter be the property of the surviving or resulting statutory trust or other business entity as they were of each of the statutory trusts and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of this state, in any of such statutory trusts and other business entities, shall not revert or be in any way impaired by reason of sections 219 to 253, inclusive, of this act; but all rights of creditors and all liens upon any property of any of such statutory trusts and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of such statutory trusts and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting statutory trust or other business entity, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

Sec. 236. (NEW) (a) A beneficial owner may bring an action in the Superior Court in the right of a statutory trust to recover a judgment in its favor if trustees with authority to do so have refused to bring the action or if an effort to cause such trustees to bring the action is not likely to succeed.

(b) A beneficial owner may not commence or maintain a derivative action unless the beneficial owner is a beneficial owner at the time of bringing the action and the beneficial owner (1) was a beneficial owner at the time of the transaction of which the beneficial owner complains or became a beneficial owner through transfer by operation of law or pursuant to the terms of the governing instrument of the statutory trust from a person who was a beneficial owner at the time of the transaction, and (2) fairly and adequately represents the interests of the statutory trust in enforcing the right of the statutory trust.

(c) In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the trustees, or the reasons for not making the effort.

(d) If a derivative action is successful, in whole or in part, or if anything is received by a statutory trust as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of such proceeds and direct plaintiff to remit to the statutory trust the remainder thereof, and if such proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or a portion thereof be paid by the statutory trust.

(e) A beneficial owner's right to bring a derivative action may be subject to such additional standards and restrictions, if any, as are set forth in the governing instrument of the statutory trust, including, without limitation, the requirement that beneficial owners owning a specified beneficial interest in the statutory trust join in the bringing of the derivative action.

(f) A derivative action may not be discontinued or settled without the court's approval.

Sec. 237. (NEW) (a) Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a statutory trust, a statutory trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.

(b) The absence of a provision for indemnity in the governing instrument of a statutory trust shall not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this state.

Sec. 238. (NEW) Subject to the Constitution of this state, the laws of the state or other jurisdictions under which a foreign statutory trust is organized shall govern its organization and internal affairs. A foreign statutory trust may not be denied registration by reason of any difference between those laws and the laws of this state.

Sec. 239. (NEW) Before transacting business in this state, a foreign statutory trust shall register with the Secretary of the State. In order to register, a foreign statutory trust shall submit to the Secretary of the State an original signed copy of an application for registration as a foreign statutory trust executed by a person with authority to do so under the laws of the state or other jurisdiction of its formation. The application shall set forth: (1) The name of the foreign statutory trust and, if different, the name under which it proposes to transact business in this state; (2) the state or other jurisdiction where formed, and date of its organization; (3) the name and address of the agent in this state for service of process on the foreign statutory trust required to be maintained by section 240 of this act and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State; (4) the address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, of the principal office of the foreign statutory trust; (5) a representation that the foreign statutory trust is a "foreign statutory trust" as defined in subdivision (3) of section 221 of this act; and (6) the character of the business which the statutory trust intends to transact in this state.

Sec. 240. (NEW) (a) Each foreign statutory trust shall, before transacting business in this state, appoint in writing an agent upon whom all process, in any action or proceeding against it, may be served, and by such appointment the foreign statutory trust shall agree that any process against it which is served on such agent shall be of the same legal force and validity as if served on the foreign statutory trust in this state.

(b) A foreign statutory trust's agent for service upon whom process may be served shall be (1) the Secretary of the State and his successors in office, (2) a natural person who is a resident of this state, (3) a corporation or limited liability company organized under the laws of this state, (4) any corporation not organized under the laws of this state which has procured a certificate of authority to transact business in this state, or (5) any limited liability company not organized under the laws of this state which has procured a certificate of registration to transact business in this state.

(c) A foreign statutory trust's appointment of the Secretary of the State and his successors in office as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 239 of this act. A subsequent appointment of the Secretary of the State and his successors in office as a foreign statutory trust's agent upon whom process may be served shall be filed in the office of the Secretary of the State in such form as the secretary shall prescribe.

(d) A foreign statutory trust's appointment of a natural person, corporation or limited liability company as its initial agent upon whom process may be served shall be included in the application for registration as provided in section 239 of this act. A foreign statutory trust's subsequent appointment of a natural person, corporation or limited liability company as its agent upon whom process may be served shall be filed with the Secretary of the State in such form as the secretary shall prescribe setting forth: (1) The name of the statutory trust; (2) the name of such agent; (3) a statement of acceptance by the statutory agent therein appointed; and (4) if such agent is a natural person, his business and residence address; if such agent is a corporation or limited liability company organized under the laws of this state, the address of the principal office thereof; if such agent is a corporation or limited liability company not organized under the laws of this state, the address of the principal office thereof in this state. In each case the address shall include the street number or other particular designation. All subsequent written appointments filed with the Secretary of the State shall be signed by a trustee of the foreign statutory trust and, if other than the Secretary of the State, by the statutory agent therein appointed.

(e) If an agent dies, dissolves, removes from the state or resigns, the foreign statutory trust shall forthwith appoint another agent upon whom process may be served. If such agent changes his or its address within the state from that appearing upon the records in the office of the Secretary of the State, the foreign statutory trust or agent shall forthwith file with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of such statement, together with notice that as a result of the failure to comply with this section, the authority to transact business in this state of such foreign statutory trust shall be deemed to have been revoked, by certified mail, to the foreign statutory trust at the office designated in the application for registration filed pursuant to section 239 of this act. Upon the expiration of one hundred twenty days after the mailing of such notice, the resignation shall be effective and the authority of the statutory trust to transact business in this state shall be revoked unless a new agent has been appointed as provided in this section within such one hundred twenty day period. A foreign statutory trust may revoke the appointment of an agent upon whom process may be served by making a new appointment as provided in this section and any new appointment so made revokes all appointments theretofore made.

(f) Whenever a foreign statutory trust fails to comply with this section the authority of such foreign statutory trust shall be deemed to have been revoked.

Sec. 241. (NEW) (a) Any process, notice or demand in connection with any action or proceeding required or permitted by law to be served upon a foreign statutory trust authorized to transact business in this state which is subject to the provisions of section 240 of this act, may be served upon the foreign statutory trust's statutory agent for service by any proper officer or other person lawfully empowered to make service.

(b) A foreign statutory trust's agent upon whom process may be served shall be as follows: When the Secretary of the State and his successors have been appointed such statutory trust's agent for service of process, 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 mails, by registered or certified mail, postage prepaid, addressed to said 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, and, within two business days after such service, forward by registered or certified mail the other copy of such process to the statutory trust at the address of the office designated in the application for registration filed pursuant to section 240 of this act. Service so made shall be effective as of the date and hour received by the Secretary of the State as shown on his records. If it appears from the records of the Secretary of the State that such a foreign statutory trust has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit attached to the process, notice or demand of the officer or other proper person directed to serve any process, notice or demand upon such a foreign statutory trust's statutory agent for service appearing on the records of the Secretary of the State that such agent cannot, with reasonable diligence, be found, service of such process, notice or demand on such foreign statutory trust may, when timely made, be made by such officer or other proper person by: (1) Leaving a true and attested copy thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mails, by registered or certified mail, postage prepaid, addressed to said office; and (2) depositing in the United States mails, by registered or certified mail, postage prepaid, a true and attested copy thereof, together with a statement by such officer that service is being made pursuant to this section, addressed to such foreign statutory trust at the address of the office designated in the certificate of trust in the state of formation as shown on the records of such state.

(c) The Secretary of the State shall file the copy of each process, notice or demand received by him as provided in subsection (b) of this section, and keep a record of the day and hour of such receipt. Service made as provided in this section shall be effective as of such day and hour.

(d) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a statutory trust in any other manner permitted by law.

Sec. 242. (NEW) (a) If the Secretary of the State finds that an application for registration conforms to the filing provisions of sections 219 to 253, inclusive, of this act and all requisite fees have been paid, he shall: (1) Endorse on each signed original of the application the word "Filed", and the date and time of its acceptance for filing; (2) retain the signed original in his files; and (3) issue a certificate of registration to transact business in this state.

(b) If the Secretary of the State determines that the documents do not conform to the filing provisions of sections 219 to 253, inclusive, of this act, or are not accompanied by all fees required by law, the documents shall not be filed and the Secretary of the State shall return the documents to the person originally submitting them.

Sec. 243. (NEW) The Secretary of the State shall not issue a registration to, or file any documents submitted by any foreign statutory trust unless (1) such foreign statutory trust's name complies with the provisions of section 234 of this act; or (2) the foreign statutory trust adds to its name in its application for registration to transact business in this state, and agrees in such application to use in this state, exclusive of any other name, a distinctive and distinguishing element, which in the judgment of the Secretary of the State will be sufficient to distinguish its name upon the records of the Secretary of the State, in the manner required by subsection (a) of section 234 of this act; or (3) the foreign statutory trust has obtained permission to use in this state a name that does not otherwise meet the requirements of subsection (a) of section 234 of this act in the form of a written consent, executed and filed as provided in section 231 of this act, from each person or statutory trust which has reserved or is properly using in this state a name that is not such as can be distinguished from the name of the foreign statutory trust and agrees in such application to use in this state exclusive of any other name, a distinctive and distinguishing element, which in the judgment of the Secretary of the State will be sufficient to distinguish its name, upon the records of the Secretary of the State, in the manner required by subsection (a) of section 234 of this act; or (4) the foreign statutory trust chooses to transact business in this state using a name that is different from the name under which it is organized and such name complies with section 234 of this act.

Sec. 244. (NEW) (a) The application for registration of a foreign statutory trust may be amended by filing articles of amendment with the Secretary of the State signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization in the same manner as the original application for registration. The articles of amendment shall set forth: (1) The name of the statutory trust; and (2) the amendment to the application for registration.

(b) The application for registration may be amended in any way, provided the application for registration as amended contains only provisions that may be contained lawfully in an application at the time of making the amendment.

Sec. 245. (NEW) (a) A foreign statutory trust authorized to transact business in this state may cancel its registration upon procuring from the Secretary of the State a certificate of cancellation. In order to procure such certificate, the foreign statutory trust shall deliver to the Secretary of the State an application for cancellation, which shall set forth: (1) The name of the foreign statutory trust and the state or other jurisdiction under the laws of which it is organized; (2) that the foreign statutory trust is not transacting business in this state; (3) that the foreign statutory trust surrenders its certificate of registration to transact business in this state; (4) that the foreign statutory trust revokes the authority of its statutory agent for service of process in this state and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the foreign statutory trust was authorized to transact business in this state may thereafter be made on such foreign statutory trust by service thereof upon the Secretary of the State; and (5) an address to which a person may mail a copy of any process against the foreign statutory trust.

(b) The application for cancellation shall be in the form and manner designated by the Secretary of the State and shall be executed by the foreign statutory trust by a person with authority to do so under the laws of the state or other jurisdiction of its organization, or, if the foreign statutory trust is in the hands of a receiver or trustee or other court appointed fiduciary, by such receiver, trustee or fiduciary.

(c) A cancellation does not terminate the authority of the Secretary of the State to accept service of process on the foreign statutory trust with respect to causes of action arising out of the transaction of business in this state.

Sec. 246. (NEW) (a) The certificate of registration of a foreign statutory trust to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) The statutory trust has failed to file its annual report with the Secretary of the State; (2) a wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such statutory trust pursuant to sections 219 to 253, inclusive, of this act; or (3) the statutory trust is exceeding the authority conferred upon it by said sections.

(b) (1) On the happening of the events set out in subdivision (1) of subsection (a) of this section, the Secretary of the State shall revoke the certificate of registration of such foreign statutory trust to transact business in this state. (2) On the happening of the events set out in subdivision (2) or (3) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days written notice to the foreign statutory trust that said secretary intends to revoke the certificate of registration of such foreign statutory trust for one of said causes, specifying the same. Such notice shall be given by registered or certified mail addressed to the statutory trust at its address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in the notice, the statutory trust establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its certificate of registration did not exist at the time the notice was mailed or, if it did exist at said time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time stated in the notice, said secretary shall revoke the certificate of registration of such foreign statutory trust to transact business in this state.

(c) Upon revoking the certificate of registration of any statutory trust, the Secretary of the State shall file a certificate of revocation in his office and mail a copy thereof to such statutory trust at its address as last shown on said secretary's records. The filing of such certificate shall cause the authority of a statutory trust to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign statutory trust of an attorney upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign statutory trust in this state.

Sec. 247. (NEW) (a) A foreign statutory trust transacting business in this state may not maintain an action, suit or proceeding in a court of this state until it has registered in this state.

(b) The failure of a foreign statutory trust to register in this state does not: (1) Impair the validity of any contract or act of the foreign statutory trust; (2) affect the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) prevent the foreign statutory trust from defending any action, suit or proceeding in any court of this state.

(c) A foreign statutory trust, by transacting business in this state without a certificate of registration, appoints the Secretary of the State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state.

(d) A foreign statutory trust which transacts business in this state without a valid certificate of registration shall be liable to this state, for each year or part thereof during which it transacted business in this state without such certificate, in an amount equal to: (1) The sum of two thousand dollars; (2) all fees and taxes which would have been imposed by law upon such statutory trust had it duly applied for and received such registration to transact business in this state; and (3) all interest and penalties imposed by law for failure to pay such fees and taxes. Such fees and penalties may be levied by the Secretary of the State. The penalty imposed by subdivision (1) of this subsection shall not be levied upon a foreign statutory trust which has registered with said secretary within ninety days after it has commenced transacting business in this state. The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this subsection.

(e) The civil penalty set forth in subsection (d) of this section may be recovered in an action brought by the Attorney General. Upon a finding by the court that a foreign statutory trust has transacted business in this state in violation of sections 219 to 253, inclusive, of this act, the court shall, in addition to imposing a civil penalty, issue an injunction restraining further transaction of business by the foreign statutory trust and the further exercise of any rights and privileges of a statutory trust in this state. The foreign statutory trust shall be enjoined from transacting business in this state until all civil penalties, plus any interest and court costs which the court may assess, have been paid and until the foreign statutory trust has otherwise complied with the provisions of sections 219 to 253, inclusive, of this act.

(f) A beneficiary of a foreign statutory trust is not liable for the debts and obligations of the statutory trust because that statutory trust transacted business in this state without a valid certificate of registration.

Sec. 248. (NEW) (a) Any foreign statutory trust may purchase, hold, mortgage, lease, sell and convey real and personal property in this state for its lawful uses and purposes, and may hold such property as it may acquire by foreclosure or otherwise in payment of debts due such statutory trust without such action constituting transacting business in this state for the purposes of sections 219 to 253, inclusive, of this act.

(b) Without excluding other activities which may not constitute transacting business in this state, a foreign statutory trust shall not be considered to be transacting business in this state, for the purposes of sections 219 to 253, inclusive, of this act by reason of carrying on in this state any one or more of the following activities: (1) Maintaining, defending or settling any proceeding; (2) holding meetings of its trustees or beneficiaries or carrying on any other activities concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the foreign statutory trust's own securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) voting securities or other equity ownership interests owned by the foreign statutory trust; (10) conducting an isolated transaction that is complete within thirty days and that is not one in the course of repeated transactions of a like nature; or (11) transacting business in interstate commerce.

(c) A foreign statutory trust shall not be considered to be transacting business solely because it: (1) Owns a controlling interest in a corporation or foreign corporation that is transacting business in this state; (2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; or (3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.

(d) This section does not apply in determining the contacts or activities that may subject a foreign statutory trust to service of process or taxation in this state or to regulation under any other law of this state.

Sec. 249. (NEW) This act does not apply in determining the application of section 45a-206 of the general statutes to the trustee of any statutory trust.

Sec. 250. (NEW) The Attorney General may maintain an action to restrain a foreign statutory trust from transacting business in this state in violation of sections 219 to 253, inclusive, of this act.

Sec. 251. (NEW) If any provision of sections 219 to 253, inclusive, of this act or its application to any person or circumstances is held invalid the invalidity does not affect other provisions or applications of said sections that can be given effect without the invalid provision or application, and to this end the provisions of said sections are severable.

Sec. 252. (NEW) All provisions of sections 219 to 253, inclusive, of this act may be altered from time to time or repealed and all rights of statutory trusts, trustees, beneficial owners and other persons are subject to this reservation.

Sec. 253. (NEW) (a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to sections 219 to 253, inclusive, of this act.

(b) It is the policy of sections 219 to 253, inclusive, of this act to give maximum effect to the principles of freedom of contract and to the enforceability of governing instruments.

Sec. 254. This act shall take effect January 1, 1997, except that sections 219 to 253, inclusive, shall take effect October 1, 1997.

Approved June 10, 1996. Effective as provided in section 254.

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