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General Assembly Raised Bill No. 986
January Session, 2021
LCO No. 4321
Referred to Committee on JUDICIARY
Introduced by:
(JUD)
AN ACT CONCERNING RE VISIONS TO THE CONNECTICUT
UNIFORM TRUST CODE, RULE AGAINST PERPETUITIES,
CONNECTICUT UNIFORM POWER OF ATTORNEY AC T,
CONNECTICUT BUSINESS CORPORATION ACT AND CONNECTICUT
REVISED NONSTOCK COR PORATION ACT.
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
Section 1. Section 45a-499c of the general statutes is repealed and the 1
following is substituted in lieu thereof (Effective January 1, 2022): 2
As used in [sections 45a-499a to 45a-500s, inclusive] this chapter: 3
(1) "Action", with respect to an act of a trustee, includes a failure to 4
act. 5
(2) "Ascertainable standard" means a standard relating to an 6
individual's health, education, support or maintenance within the 7
meaning of Section 2041(b)(1)(A) or 2514(c)(1) of the Internal Revenue 8
Code of 1986, or any subsequent corresponding internal revenue code 9
of the United States, as amended from time to time, as in effect on 10
January 1, 2020, or as later amended. 11 Raised Bill No. 986
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(3) "Beneficiary" means a person that (A) has a present or future 12
beneficial interest in a trust, vested or contingent; or (B) in a capacity 13
other than that of trustee, holds a power of appointment over trust 14
property. "Beneficiary" does not include an appointee under a power of 15
appointment until the power is exercised and the trustee has knowledge 16
of the exercise and the identity of the appointee. 17
(4) "Breach of trust" includes a violation by a trust director or trustee 18
of a duty imposed on the director or trustee by the terms of the trust, 19
sections 45a-499a to 45a-500s, inclusive, or law of this state other than 20
sections 45a-499a to 45a-500s, inclusive, pertaining to trusts. 21
(5) "Charitable trust" means a trust, or part of a trust, created (A) for 22
a charitable purpose described in section 45a-499z; and (B) when 23
property is dedicated for a charitable purpose, whether the dedication 24
is by written instrument, declaration, deed, pledge, judgment or decree. 25
(6) "Conservator of the estate" means a person appointed by the court 26
to administer the estate of an adult individual. 27
(7) "Conservator of the person" means a person appointed by the 28
court to make decisions regarding the support, care, education, health 29
and welfare of an adult individual and includes a conservator of the 30
person of an adult, but does not include a guardian ad litem. 31
(8) "Court" means a court of this state having jurisdiction over the 32
matter pursuant to sections 45a-499o and 45a-499p or a court of another 33
state having jurisdiction under the law of the other state. 34
(9) "Current beneficiary" means a beneficiary that, on the date the 35
beneficiary's qualification is determined, is a distributee or permissible 36
distributee of trust income or principal. 37
(10) "Designated representative" means any person designated as 38
provided in subsection (a) of section 45a-499u, as amended by this act, 39
unless precluded from acting by the trust instrument or applicable law. 40
(11) "Directed trust" means a trust for which the terms of the trust 41 Raised Bill No. 986
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grant a power of direction. 42
(12) "Directed trustee" means a trustee that is subject to a trust 43
director's power of direction. 44
(13) "Environmental law" means a federal, state or local law, rule, 45
regulation or ordinance relating to protection of the environment. 46
(14) "Guardian" means a person appointed by the court pursuant to 47
part V of chapter 802h. 48
(15) "Inter vivos trust" means a trust that is not a testamentary trust. 49
(16) "Interests of the beneficiaries" means the beneficial interests 50
provided in the terms of the trust. 51
(17) "Jurisdiction", with respect to a geographic area, includes a state 52
or country. 53
(18) "Mandatory distribution" means distribution of income or 54
principal that the trustee is required to make to a beneficiary under the 55
terms of the trust, including a distribution upon termination of the trust. 56
"Mandatory distribution" does not include a distribution subject to the 57
exercise of the trustee's discretion, regardless of whether the terms of 58
the trust (A) include a support or other standard to guide the trustee in 59
making distribution decisions; or (B) provide that the trustee may or 60
shall make discretionary distributions, including distributions pursuant 61
to a support or other standard. 62
(19) "Person" means an individual, corporation, statutory or business 63
trust, estate, trust, partnership, limited liability company, association, 64
joint venture, court, government, governmental subdivision, agency or 65
instrumentality, public corporation or any other legal or commercial 66
entity. 67
(20) "Power of direction" means a power over a trust granted to a 68
person by the terms of the trust to the extent the power is exercisable 69
while the person is not serving as a trustee. "Power of direction" includes 70 Raised Bill No. 986
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a power over the investment, management or distribution of trust 71
property or other matters of trust administration, but does not include 72
the powers described in subsection (b) of section 45a-500e. 73
(21) "Power of withdrawal" means a presently exercisable general 74
power of appointment other than a power exercisable only upon 75
consent of the trustee or a person holding an adverse interest. 76
(22) "Property" means anything that may be the subject of ownership, 77
whether real or personal and whether legal or equitable, or any interest 78
therein. 79
(23) "Qualified beneficiary" means a beneficiary that, on the date the 80
beneficiary's qualification is determined: (A) Is a distributee or 81
permissible distributee of trust income or principal; (B) would be a 82
distributee or permissible distributee of trust income or principal if the 83
interests of the distributees described in subparagraph (A) of this 84
subdivision terminated on such date without causing the trust to 85
terminate; or (C) would be a distributee or permissible distributee of 86
trust income or principal if the trust terminated on such date. 87
(24) "Revocable", as applied to a trust, means revocable by the settlor 88
without the consent of the trustee or a person holding an adverse 89
interest. 90
(25) "Settlor" means a person, including a testator, that creates or 91
contributes property to a trust. If more than one person creates or 92
contributes property to a trust, each person is a settlor of the portion of 93
the trust property attributable to such person's contribution, except to 94
the extent another person has the power to revoke or withdraw such 95
portion and as otherwise provided in section 45a-499nn, as amended by 96
this act. 97
(26) "Spendthrift provision" means a term of a trust that restrains both 98
voluntary and involuntary transfer of a beneficiary's interest. 99
(27) "State" means a state of the United States, the District of 100 Raised Bill No. 986
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Columbia, Puerto Rico, the United States Virgin Islands or any territory 101
or insular possession subject to the jurisdiction of the United States, and 102
includes an Indian tribe or band recognized by federal law or formally 103
acknowledged by a state. 104
(28) "Terms of a trust" means: 105
(A) Except as otherwise provided in subparagraph (B) of this 106
subdivision, the manifestation of the settlor's intent regarding a trust's 107
provisions as: 108
(i) Expressed in the trust instrument; or 109
(ii) Established by other evidence that would be admissible in a 110
judicial proceeding; or 111
(B) The trust's provisions, as established, determined or amended by: 112
(i) A trustee or other person in accordance with applicable law; 113
(ii) A court order; or 114
(iii) A nonjudicial settlement agreement under section 45a-499k and 115
subsection (a) of section 45a-499ll or court approval of the combination 116
of a testamentary trust with another trust or the division of a 117
testamentary trust into two or more separate trusts pursuant to 118
subsection (b) of section 45a-499ll. 119
[(28)] (29) "Testamentary trust" means a trust created under a will 120
and, unless otherwise expressly provided, any trust established 121
pursuant to an order of the Probate Court. 122
[(29)] (30) "Trust director" means a person that is granted a power of 123
direction by the terms of a trust to the extent the power is exercisable 124
while the person is not serving as a trustee, provided a person is a trust 125
director whether or not the terms of the trust refer to the person as a 126
trust director and whether or not the person is a beneficiary or settlor of 127
the trust. 128 Raised Bill No. 986
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[(30)] (31) "Trust instrument" means any instrument executed by the 129
settlor, including a will establishing or creating a testamentary trust, 130
that contains terms of the trust, including any amendments thereto. In 131
the case of a charitable trust, "trust instrument" means any written 132
instrument by which property is dedicated for a charitable purpose 133
described in section 45a-499z. 134
[(31)] (32) "Trustee" includes an original, additional and successor 135
trustee and a cotrustee. 136
Sec. 2. Subsection (a) of section 45a-499j of the general statutes is 137
repealed and the following is substituted in lieu thereof (Effective January 138
1, 2022): 139
(a) Whenever notice to qualified beneficiaries of a trust is required 140
under sections 45a-487j to 45a-487t, inclusive, and 45a-499a to 45a-500s, 141
inclusive, the trustee shall also give notice to [: (1) A representative 142
designated under section 45a-499u to receive notices on the beneficiary's 143
behalf; and (2)] any [other] beneficiary who sent the trustee a request for 144
notice. The trustee may send notice to a designated representative who 145
is qualified to represent a beneficiary under section 45a-499u, as 146
amended by this act, in lieu of sending notice to a beneficiary. 147
Sec. 3. Subsection (a) of section 45a-499u of the general statutes is 148
repealed and the following is substituted in lieu thereof (Effective January 149
1, 2022): 150
(a) The trust instrument may (1) designate one or more persons other 151
than the settlor to represent and bind a beneficiary that is not a charity 152
and to receive a notice, information, an accounting or a report on behalf 153
of the beneficiary; or (2) authorize a person or persons, other than a 154
trustee of the trust or the settlor, to designate one or more persons to 155
represent and bind a beneficiary that is not a charity and receive any 156
notice, information, accounting or report. The designated representative 157
shall act on behalf of any beneficiary so represented. 158
Sec. 4. Section 45a-499gg of the general statutes is repealed and the 159 Raised Bill No. 986
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following is substituted in lieu thereof (Effective January 1, 2022): 160
Except as otherwise provided in section 45a-499hh, if a particular 161
charitable purpose becomes unlawful, impracticable, impossible to 162
achieve or wasteful: (1) The trust does not fail, in whole or in part; (2) 163
the trust property does not revert to the settlor or the settlor's successors 164
in interest; and (3) the court may apply cy pres to modify or terminate 165
the trust, subject to section 45a-520, by directing that the trust property 166
be applied or distributed, in whole or in part, in a manner consistent 167
with the settlor's charitable purposes. 168
Sec. 5. Subsection (a) of section 45a-499nn of the general statutes is 169
repealed and the following is substituted in lieu thereof (Effective January 170
1, 2022): 171
(a) For all purposes under this section and section 45a-499mm, a 172
creditor of a beneficiary, other than a creditor of the settlor if the settlor 173
is a beneficiary of the trust, may not attach or compel a distribution of 174
property that is subject to: 175
(1) A power of withdrawal held by the beneficiary if the value of the 176
property subject to the power does not exceed the greater of the amount 177
specified in Section 2041(b)(2) or 2514(e) of the Internal Revenue Code 178
of 1986, or any subsequent corresponding internal revenue code of the 179
United States, as amended from time to time, and the regulations 180
thereunder, or Section 2503(b) of said Internal Revenue Code and the 181
regulations thereunder, in each case as in effect on January 1, 2020; 182
(2) A power, whether mandatory or discretionary, held by the trustee 183
of the trust, including a power held by the beneficiary as the sole trustee 184
or a cotrustee of the trust, to make distributions to or for the benefit of 185
the beneficiary, if the power is exercisable by the trustee only in 186
accordance with an ascertainable standard relating to such beneficiary's 187
individual health, education, support or maintenance within the 188
meaning of Section 2041(b)(1)(A) or 2514(c)(1) of the Internal Revenue 189
Code of 1986, or any subsequent corresponding internal revenue code 190
of the United States, as amended from time to time, and the regulations 191 Raised Bill No. 986
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thereunder, as in effect on January 1, 2020; [or] 192
(3) A power, whether mandatory or discretionary, held by the trustee 193
of the trust, including a power held by the beneficiary as the sole trustee 194
or a cotrustee of the trust, to make distributions to or for the benefit of a 195
person who the beneficiary has an obligation to support, if the power is 196
exercisable by the trustee only in accordance with an ascertainable 197
standard relating to such person's individual health, education, support 198
or maintenance within the meaning of Section 2041(b)(1)(A) or 199
2514(c)(1) of the Internal Revenue Code of 1986, or any subsequent 200
corresponding internal revenue code of the United States, as amended 201
from time to time, and the regulations thereunder, as in effect on 202
January 1, 2020; or 203
(4) A power of withdrawal that has lapsed or been waived or released 204
over all or any part of the trust property. 205
Sec. 6. Subdivision (10) of section 45a-487k of the general statutes is 206
repealed and the following is substituted in lieu thereof (Effective January 207
1, 2022): 208
(10) "Trust instrument" means an instrument, in writing, appointing 209
at least one qualified trustee for the property that is the subject of a 210
disposition, which instrument: 211
(A) Expressly provides that the laws of this state govern the validity, 212
construction and administration of the trust; 213
(B) Is irrevocable; and 214
(C) Provides that the interest of the transferor or other beneficiary in 215
the trust property or the income from the trust property may not be 216
transferred, assigned, pledged or mortgaged, whether voluntarily or 217
involuntarily, before the qualified trustee or qualified trustees actually 218
distribute the property or income from the trust property to or for the 219
benefit of the beneficiary, and the provision of the trust instrument shall 220
be deemed to be a restriction on the transfer of the transferor's beneficial 221 Raised Bill No. 986
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interest in the trust that is enforceable under applicable nonbankruptcy 222
law within the meaning of 11 USC 541(c)(2), as amended from time to 223
time. 224
Sec. 7. Section 45a-491 of the general statutes is repealed and the 225
following is substituted in lieu thereof (Effective from passage and 226
applicable to any trust created on or after January 1, 2020): 227
(a) A nonvested property interest is invalid unless: (1) When the 228
interest is created, it is certain to vest or terminate no later than twenty-229
one years after the death of an individual then alive; or (2) the interest 230
either vests or terminates within ninety years after its creation. 231
(b) A general power of appointment not presently exercisable 232
because of a condition precedent is invalid unless: (1) When the power 233
is created, the condition precedent is certain to be satisfied or become 234
impossible to satisfy no later than twenty-one years after the death of an 235
individual then alive; or (2) the condition precedent either is satisfied or 236
becomes impossible to satisfy within ninety years after its creation. 237
(c) A nongeneral power of appointment or a general testamentary 238
power of appointment is invalid unless: (1) When the power is created, 239
it is certain to be irrevocably exercised or otherwise to terminate no later 240
than twenty-one years after the death of an individual then alive; or (2) 241
the power is irrevocably exercised or otherwise terminates within ninety 242
years after its creation. 243
(d) In determining whether a nonvested property interest or a power 244
of appointment is valid under subdivision (1) of subsection (a), (b) or (c) 245
of this section, the possibility that a child will be born to an individual 246
after the individual's death is disregarded. 247
(e) If, in measuring a period from the creation of a trust or other 248
property arrangement, language in a governing instrument (1) seeks to 249
disallow the vesting or termination of any interest or trust beyond, (2) 250
seeks to postpone the vesting or termination of any interest or trust 251
until, or (3) seeks to operate in effect in any similar fashion upon, the 252 Raised Bill No. 986
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later of (A) the expiration of a period of time not exceeding twenty-one 253
years after the death of the survivor of specified lives in being at the 254
creation of the trust or other property arrangement or (B) the expiration 255
of a period of time that exceeds or might exceed twenty-one years after 256
the death of the survivor of lives in being at the creation of the trust or 257
other property arrangement, that language is inoperative to the extent 258
it produces a period of time that exceeds twenty-one years after the 259
death of the survivor described in subparagraph (A) of this subsection. 260
Nothing in this subsection shall affect the validity of the other 261
provisions of the trust or other property arrangement or of the 262
governing instrument. 263
(f) With respect to any trust created on or after January 1, 2020, this 264
section and sections 45a-492 to 45a-495, inclusive, shall apply to a 265
nonvested property interest or power of appointment contained in a 266
trust by substituting "eight hundred years" in place of "ninety years" in 267
each place such term appears in this section and sections 45a-492 to 45a-268
495, inclusive, unless the terms of the trust expressly require that all 269
beneficial interests in the trust vest or terminate within a lesser period. 270
Sec. 8. Section 1-350d of the general statutes is repealed and the 271
following is substituted in lieu thereof (Effective October 1, 2021): 272
A power of attorney must be dated and signed by the principal or in 273
the principal's conscious physical presence by another individual 274
directed by the principal to sign the principal's name on the power of 275
attorney and witnessed by two witnesses. A signature on a power of 276
attorney is presumed to be genuine if the principal acknowledges the 277
signature before a notary public, a commissioner of the Superior Court 278
or other individual authorized by law to take acknowledgments. 279
Sec. 9. Subsection (a) of section 47-5 of the general statutes is repealed 280
and the following is substituted in lieu thereof (Effective October 1, 2021): 281
(a) All conveyances of land shall be: (1) In writing; (2) if the grantor 282
is (A) a natural person, subscribed, with or without a seal, by the grantor 283
with his own hand or with his mark with his name annexed to it or by 284 Raised Bill No. 986
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his agent authorized for that purpose by a power (i) executed, 285
acknowledged and witnessed in the manner provided for conveyances, 286
or [, if the grantor is] (ii) executed, acknowledged and witnessed in the 287
same manner provided for in section 1-350d, as amended by this act, 288
and subsection (a) of section 1-350r; or (B) a corporation, limited liability 289
company or partnership, subscribed by a duly authorized person; (3) 290
acknowledged by the grantor, his agent or such duly authorized person 291
(A) to be his free act and deed, or (B) in any manner permitted under 292
chapter 6 or chapter 8; and (4) attested to by two witnesses with their 293
own hands. 294
Sec. 10. Subsection (b) of section 33-695 of the general statutes is 295
repealed and the following is substituted in lieu thereof (Effective from 296
passage): 297
(b) [Annual shareholders' meetings] Unless the board of directors 298
determines that an annual shareholders' meeting shall be held solely by 299
means of remote communication in accordance with subsection (c) of 300
section 33-703, as amended by this act, such meeting (1) may be held in 301
or out of this state at the place stated in or fixed in accordance with the 302
bylaws, [. If] or (2) if no place is stated in or fixed in accordance with the 303
bylaws, annual meetings shall be held at the corporation's principal 304
office. 305
Sec. 11. Subsections (a) to (c), inclusive, of section 33-696 of the 306
general statutes are repealed and the following is substituted in lieu 307
thereof (Effective from passage): 308
(a) A corporation shall hold a special meeting of shareholders: (1) On 309
call of its board of directors or the person or persons authorized to do so 310
by the certificate of incorporation or bylaws; or (2) if the holders of at 311
least ten per cent of all the votes entitled to be cast on any issue proposed 312
to be considered at the proposed special meeting sign, date and deliver 313
to the corporation's secretary one or more written demands for the 314
meeting describing the purpose or purposes for which it is to be held, 315
except that if the corporation has a class of voting stock registered 316 Raised Bill No. 986
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pursuant to Section 12 of the Securities Exchange Act of 1934, as 317
amended from time to time, and no person held ten per cent or more of 318
[such votes] all the votes entitled to be cast by the holders of such class 319
of voting stock on February 1, 1988, the corporation need not hold such 320
meeting except upon demand of the holders of not less than thirty-five 321
per cent of such votes. 322
(b) If not otherwise fixed under section 33-697 or 33-701, the record 323
date for determining shareholders entitled to demand a special meeting 324
is the date the first shareholder signs the demand. 325
(c) [Special shareholders' meetings] Unless the board of directors 326
determines that a special shareholders' meeting shall be held solely by 327
means of remote communication in accordance with subsection (c) of 328
section 33-703, as amended by this act, such meeting (1) may be held in 329
or out of this state at the place stated in or fixed in accordance with the 330
bylaws, [. If] or (2) if no place is stated or fixed in accordance with the 331
bylaws, special meetings shall be held at the corporation's principal 332
office. 333
Sec. 12. Section 33-697 of the general statutes is repealed and the 334
following is substituted in lieu thereof (Effective from passage): 335
(a) The superior court for the judicial district where a corporation's 336
principal office or, if none in this state, its registered office is located may 337
summarily order a meeting to be held: (1) On application of any 338
shareholder of the corporation entitled to participate in an annual 339
meeting if an annual meeting was not held or action by written consent 340
in lieu thereof did not become effective within the earlier of six months 341
after the end of the corporation's fiscal year or fifteen months after its 342
last annual meeting; or (2) on application of a shareholder who signed a 343
demand for a special meeting valid under section 33-696, as amended 344
by this act, if: (A) Notice of the special meeting was not given within 345
thirty days after the date the demand was delivered to the corporation's 346
secretary; or (B) the special meeting was not held in accordance with the 347
notice. 348 Raised Bill No. 986
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(b) [The] Unless the bylaws require a meeting of shareholders to be 349
held at a place, the court may fix the time of the meeting, determine 350
whether the meeting will be held at a place or solely by remote 351
communication, and, if the meeting is to be held at a place, the place of 352
the meeting, determine the shares entitled to participate in the meeting, 353
specify a record date or dates for determining shareholders entitled to 354
notice of and to vote at the meeting, prescribe the form and content of 355
the meeting notice, fix the quorum required for specific matters to be 356
considered at the meeting, or direct that the votes represented at the 357
meeting constitute a quorum for action on those matters, and enter other 358
orders necessary to accomplish the purpose or purposes of the meeting. 359
The court may order the meeting to be held solely by means of remote 360
communication in compliance with section 33-703, as amended by this 361
act, subject to such guidelines and procedures as the court may order, 362
including implementation of the measures specified in subsection (b) of 363
said section. 364
Sec. 13. Section 33-699 of the general statutes is repealed and the 365
following is substituted in lieu thereof (Effective from passage): 366
(a) A corporation shall notify shareholders of the date [,] and time 367
[and place] of each annual and special shareholders' meeting and, if the 368
meeting is to be held at a place, the place of such meeting, no fewer than 369
ten nor more than sixty days before the meeting date. The notice shall 370
include the record date for determining the shareholders entitled to vote 371
at the meeting, if such date is different than the record date for 372
determining shareholders entitled to notice of the meeting. If the board 373
of directors has authorized participation by means of remote 374
communication pursuant to section 33-703, as amended by this act, for 375
any class or series of shareholders, the notice to such class or series of 376
shareholders shall describe the means of remote communication to be 377
used. Unless sections 33-600 to 33-998, inclusive, or the certificate of 378
incorporation requires otherwise, the corporation is required to give 379
notice only to shareholders entitled to vote at the meeting as of the 380
record date for determining the shareholders entitled to notice of the 381
meeting. 382 Raised Bill No. 986
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(b) Unless sections 33-600 to 33-998, inclusive, or the certificate of 383
incorporation requires otherwise, notice of an annual meeting need not 384
include a description of the purpose or purposes for which the meeting 385
is called. 386
(c) Notice of a special shareholders' meeting shall include a 387
description of the purpose or purposes for which the meeting is called. 388
(d) If not otherwise fixed under section 33-697 or 33-701, as amended 389
by this act, the record date for determining shareholders entitled to 390
notice of and to vote at an annual or special shareholders' meeting is the 391
day before the first notice is delivered to shareholders. 392
(e) Unless the bylaws require otherwise, if an annual or special 393
shareholders' meeting is adjourned to a different date, time or place, if 394
any, notice need not be given of the new date, time or place, if any, if the 395
new date, time or place, if any, is announced at the meeting before 396
adjournment. If a new record date for the adjourned meeting is or must 397
be fixed under section 33-701, however, notice of the adjourned meeting 398
must be given under this section to shareholders entitled to vote at such 399
adjourned meeting as of the record date fixed for notice of such 400
adjourned meeting. 401
Sec. 14. Section 33-703 of the general statutes is repealed and the 402
following is substituted in lieu thereof (Effective from passage): 403
(a) Shareholders of any class or series may participate in any meeting 404
of shareholders by means of remote communication to the extent the 405
board of directors authorizes such participation for such class or series. 406
Participation by means of remote communication shall be subject to 407
such guidelines and procedures as the board of directors adopts, and 408
shall be in conformity with subsection (b) of this section. 409
(b) Shareholders participating in a shareholders' meeting by means 410
of remote communication shall be deemed present and may vote at such 411
a meeting if the corporation has implemented reasonable measures: (1) 412
To verify that each person participating remotely is a shareholder, and 413 Raised Bill No. 986
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(2) to provide such shareholders a reasonable opportunity to participate 414
in the meeting and to vote on matters submitted to the shareholders, 415
including an opportunity to communicate, and to read or hear the 416
proceedings of the meeting, substantially concurrent with such 417
proceedings. 418
(c) Unless the bylaws require the meeting of shareholders to be held 419
at a place, the board of directors may determine that any meeting of 420
shareholders shall not be held at any place and shall instead be held 421
solely by means of remote communication, provided the corporation 422
implements the measures specified in subsection (b) of this section. 423
Sec. 15. Section 33-704 of the general statutes is repealed and the 424
following is substituted in lieu thereof (Effective from passage): 425
(a) After fixing a record date for a meeting, a corporation shall 426
prepare an alphabetical list of the names of all its shareholders who are 427
entitled to notice of a shareholders' meeting. If the board of directors 428
fixes a different record date under subsection (e) of section 33-701 to 429
determine the shareholders entitled to vote at the meeting, a corporation 430
also shall prepare an alphabetical list of the names of all its shareholders 431
who are entitled to vote at the meeting. A list shall be arranged by voting 432
group, and within each voting group by class or series of shares, and 433
show the address of and number of shares held by each shareholder. 434
(b) The shareholders' list for notice shall be available for inspection 435
by any shareholder, beginning two business days after notice of the 436
meeting is given for which the list was prepared and continuing through 437
the meeting, (1) at the corporation's principal office or at a place 438
identified in the meeting notice in the city where the meeting will be 439
held, or (2) on a reasonably accessible electronic network, provided the 440
information required to gain access to such list is provided with the 441
notice of the meeting. In the event that the corporation makes the list 442
available on an electronic network, the corporation may take reasonable 443
steps to ensure that such information is available only to shareholders 444
of the corporation. A shareholders' list for voting must be similarly 445 Raised Bill No. 986
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available for inspection promptly after the record date for voting. A 446
shareholder, his agent or attorney is entitled on written demand to 447
inspect and, subject to the requirements of subsection (d) of section 33-448
946, to copy a list, during regular business hours and at his expense, 449
during the period it is available for inspection. 450
(c) [The] If the meeting is to be held at a place, the corporation shall 451
make the list of shareholders entitled to vote available [at] during the 452
meeting, and any shareholder, his agent or attorney is entitled to inspect 453
the list at any time during the meeting or any adjournment. If the 454
meeting is to be held solely by means of remote communication, such 455
list shall be open to inspection during the meeting on a reasonably 456
accessible electronic network, and the information required to access 457
such list shall be provided with the notice of the meeting. 458
(d) If the corporation refuses to allow a shareholder or his agent or 459
attorney to inspect a shareholders' list before or at the meeting, or copy 460
a list as permitted by subsection (b) of this section, the superior court for 461
the judicial district where a corporation's principal office or, if none in 462
this state, its registered office, is located, on application of the 463
shareholder, may summarily order the inspection or copying at the 464
corporation's expense and may postpone the meeting for which the list 465
was prepared until the inspection or copying is complete. 466
(e) Refusal or failure to prepare or make available a shareholders' list 467
does not affect the validity of action taken at the meeting. 468
Sec. 16. Section 33-808 of the general statutes is repealed and the 469
following is substituted in lieu thereof (Effective from passage): 470
(a) A bylaw that fixes a greater quorum or voting requirement for the 471
board of directors or that requires a meeting of shareholders to be held 472
at a place may be amended or repealed: (1) If originally adopted by the 473
shareholders, only by the shareholders; (2) if originally adopted by the 474
incorporator or incorporators or by the board of directors, either by the 475
shareholders or by the board of directors. 476 Raised Bill No. 986
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(b) A bylaw adopted or amended by the shareholders that fixes a 477
greater quorum or voting requirement for the board of directors may 478
provide that it may be amended or repealed only by a specified vote of 479
either the shareholders or the board of directors. 480
(c) Action by the board of directors under subdivision (2) of 481
subsection (a) of this section to adopt or amend a bylaw that changes the 482
quorum or voting requirement for the board of directors must meet the 483
same quorum requirement and be adopted by the same vote required to 484
take action under the quorum and voting requirement then in effect or 485
proposed to be adopted, whichever is greater. 486
Sec. 17. Section 33-1061 of the general statutes is repealed and the 487
following is substituted in lieu thereof (Effective from passage): 488
(a) A corporation that has members entitled to vote for the election of 489
directors shall hold a meeting of such members annually at a time stated 490
in or fixed in accordance with the bylaws. 491
(b) [Annual meetings of members] Unless the board of directors 492
determines that an annual meeting of members shall be held solely by 493
means of remote communication in accordance with the provisions of 494
subsection (c) of section 22 of this act, such meeting (1) may be held in 495
or out of this state at the place stated in or fixed in accordance with the 496
bylaws, [. If] or (2) if no place is stated in or fixed in accordance with the 497
bylaws, annual meetings shall be held at the corporation's principal 498
office. 499
(c) A corporation that has members entitled to vote may hold regular 500
meetings of such members in or out of this state at the places and times 501
stated in or fixed in accordance with the bylaws. 502
(d) The failure to hold an annual or regular meeting at the time stated 503
in or fixed in accordance with a corporation's bylaws does not affect the 504
validity of any corporate action. 505
Sec. 18. Section 33-1062 of the general statutes is repealed and the 506 Raised Bill No. 986
LCO No. 4321 18 of 26
following is substituted in lieu thereof (Effective from passage): 507
(a) A corporation that has members entitled to vote shall hold a 508
special meeting of members entitled to vote at the meeting: (1) On call 509
of its board of directors or the person or persons authorized to do so by 510
the certificate of incorporation or the bylaws; or (2) if the members 511
holding at least five per cent, or such other number or proportion as 512
shall be provided in the bylaws, of all the votes entitled to be cast on any 513
issue proposed to be considered at the proposed special meeting sign, 514
date and deliver to the corporation one or more written demands for the 515
meeting describing the purpose or purposes for which it is to be held. If 516
a call for such a special meeting is not issued within fifteen days after 517
receipt of such members' request, such members may call the meeting. 518
(b) If not otherwise fixed under section 33-1063 or 33-1067, the record 519
date for determining members entitled to demand a special meeting is 520
the date the first member signs the demand. 521
(c) [Special meetings of members] Unless the board of directors 522
determines that a special meeting of members shall be held solely by 523
remote communication in accordance with the provisions of subsection 524
(c) of section 22 of this act, such meeting (1) may be held in or out of this 525
state at the place stated in or fixed in accordance with the bylaws, [. If] 526
or (2) if no place is stated or fixed in accordance with the bylaws, special 527
meetings shall be held at the corporation's principal office. 528
(d) Only business within the purpose or purposes described in the 529
meeting notice required by subsection (c) of section 33-1065, as amended 530
by this act, may be conducted at a special meeting of members. 531
Sec. 19. Section 33-1063 of the general statutes is repealed and the 532
following is substituted in lieu thereof (Effective from passage): 533
(a) The superior court for the judicial district where a corporation's 534
principal office or, if none in this state, its registered office is located may 535
summarily order a meeting to be held: (1) On application of any member 536
entitled to vote at an annual meeting if an annual meeting was not held 537 Raised Bill No. 986
LCO No. 4321 19 of 26
within the earlier of six months after the end of the corporation's fiscal 538
year or fifteen months after its last annual meeting; or (2) on application 539
of a member who signed a demand for a special meeting valid under 540
section 33-1062, as amended by this act, if: (A) Notice of the special 541
meeting was not given within thirty days after the date the demand was 542
delivered to the corporation's secretary; or (B) the special meeting was 543
not held in accordance with the notice. 544
(b) [The] Unless the bylaws require a meeting of members to be held 545
at a place, the court may fix the time of the meeting and, if the meeting 546
is to be held at a place, the place of the meeting, determine the members 547
entitled to vote at the meeting, specify a record date for determining 548
members entitled to notice of and to vote at the meeting, prescribe the 549
form and content of the meeting notice, fix the quorum required for 550
specific matters to be considered at the meeting, or direct that the votes 551
represented at the meeting constitute a quorum for action on those 552
matters, and enter other orders necessary to accomplish the purpose or 553
purposes of the meeting. The court may order the meeting to be held 554
solely by means of remote communication in compliance with section 555
22 of this act, subject to such guidelines and procedures as the court may 556
order, including implementation of the measures specified in subsection 557
(b) of said section. 558
Sec. 20. Section 33-1064 of the general statutes is repealed and the 559
following is substituted in lieu thereof (Effective from passage): 560
(a) Any action which, under any provision of sections 33-1000 to 33-561
1290, inclusive, may be taken at a meeting of members may be taken 562
without a meeting by one or more consents in writing, setting forth the 563
action so taken or to be taken, signed by all of the persons who would 564
be entitled to vote upon such action at a meeting, or by their duly 565
authorized attorneys which action for purposes of this subsection shall 566
be referred to as "unanimous written consent". The secretary shall file 567
such consent or consents, or certify the tabulation of such consents and 568
file such certificate, with the minutes of the meetings of the members. A 569
unanimous written consent shall have the same force and effect as a vote 570 Raised Bill No. 986
LCO No. 4321 20 of 26
of the members at a meeting duly held, and may be stated as such in any 571
certificate or document filed under sections 33-1000 to 33-1290, 572
inclusive. 573
(b) [Where directors or officers are to be elected by members or any 574
other action is to be voted upon by members, the certificate of 575
incorporation or bylaws may provide that such elections may be 576
conducted and such actions voted upon by mail in such manner as shall 577
be stated therein. The vote of members, or of the members of any 578
particular class, shall be determined from the total number of members 579
who actually vote by mail, rather than from the total number of 580
members entitled so to vote, unless the certificate of incorporation 581
otherwise provides. A ballot signed under this section shall have the 582
same force and effect as a vote of the member who signed it at a meeting 583
duly held, and may be stated as such in any certificate or document filed 584
under sections 33-1000 to 33-1290, inclusive] The certificate of 585
incorporation or bylaws may provide that any action that may be taken 586
at any meeting of members may be taken without a meeting if the 587
corporation delivers notice that includes a ballot to every member 588
entitled to vote on the matter. A ballot shall: (1) Be in writing; (2) set 589
forth each proposed action; (3) provide an opportunity to vote for, or 590
withhold a vote for, each candidate for election as a director, if any; and 591
(4) provide an opportunity to vote for or against each other proposed 592
action. 593
(c) [If not otherwise fixed under section 33-1063 or 33-1067, the record 594
date for determining members entitled to take action without a meeting 595
is the date the first member signs the consent or ballot under subsection 596
(a) or (b) of this section] Approval by ballot pursuant to this section of 597
action other than election of directors is valid only when the number of 598
votes cast by ballot equals or exceeds the quorum required to be present 599
at a meeting authorizing the action, and the number of approvals equals 600
or exceeds the number of votes that would be required to approve the 601
matter at a meeting at which the total number of votes cast was the same 602
as the number of votes cast by ballot. A ballot signed under this section 603
shall have the same force and effect as a vote of the member who signed 604 Raised Bill No. 986
LCO No. 4321 21 of 26
it at a meeting duly held, and may be stated as such in any certificate or 605
document filed under sections 33-1000 to 33-1290, inclusive. 606
(d) [The absence from the minutes of any indication that a member 607
objected to holding the meeting shall prima facie establish that no such 608
objection was made] Any solicitation for votes by ballot shall: (1) 609
Indicate the number of responses needed to meet the quorum 610
requirements, (2) state the percentage of approvals necessary to approve 611
each matter other than election of directors, and (3) specify the time by 612
which a ballot must be received by the corporation in order to be 613
counted. 614
(e) Except as otherwise provided in the certificate of incorporation or 615
bylaws, a ballot may not be revoked. 616
(f) If not otherwise fixed under section 33-1063, as amended by this 617
act, or 33-1067, the record date for determining members entitled to take 618
action without a meeting is: (1) The date the first member signs the 619
consent under subsection (a) of this section, or (2) the date the 620
corporation delivers the notice under subsection (b) of this section. 621
(g) The absence from the minutes of any indication that a member 622
objected to holding the meeting shall prima facie establish that no such 623
objection was made. 624
Sec. 21. Section 33-1065 of the general statutes is repealed and the 625
following is substituted in lieu thereof (Effective from passage): 626
(a) A corporation shall notify members entitled to vote of the date [,] 627
and time [and place] of each annual, regular and special meeting of 628
members and if the meeting is to be held at a place, the place of the 629
meeting, no fewer than ten nor more than sixty days before the meeting 630
date. Unless sections 33-1000 to 33-1290, inclusive, or the certificate of 631
incorporation requires otherwise, the corporation is required to give 632
notice only to members entitled to vote at the meeting. 633
(b) Unless sections 33-1000 to 33-1290, inclusive, the certificate of 634 Raised Bill No. 986
LCO No. 4321 22 of 26
incorporation or bylaws require otherwise, notice of an annual or 635
regular meeting need not include a description of the purpose or 636
purposes for which the meeting is called, except that, unless stated in a 637
written notice of the meeting, (1) no bylaw may be brought up for 638
adoption, amendment or repeal, and (2) no matter, other than the 639
election of directors at an annual meeting, may be brought up which 640
expressly requires the vote of members pursuant to said sections. 641
(c) Notice of a special meeting of members shall include a description 642
of the purpose or purposes for which the meeting is called. 643
(d) If not otherwise fixed under section 33-1063, as amended by this 644
act, or 33-1067, the record date for determining members entitled to 645
notice of and to vote at an annual, regular or special meeting is the day 646
before the first notice is delivered to members. 647
(e) Unless the bylaws require otherwise, if an annual, regular or 648
special meeting of members is adjourned to a different date, time or 649
place, if any, notice need not be given of the new date, time or place, if 650
any, if the new date, time or place, if any, is announced at the meeting 651
before adjournment. If a new record date for the adjourned meeting is 652
or must be fixed under section 33-1067, however, notice of the adjourned 653
meeting must be given under this section to persons who are members 654
entitled to vote as of the new record date. 655
Sec. 22. (NEW) (Effective from passage) (a) Members of any class may 656
participate in any meeting of members by means of remote 657
communication to the extent the board of directors authorizes such 658
participation for such class. Participation by means of remote 659
communication shall be subject to such guidelines and procedures as 660
the board of directors adopts, and shall be in conformity with subsection 661
(b) of this section. 662
(b) Members participating in a member meeting by means of remote 663
communication shall be deemed present and may vote at such a meeting 664
if the corporation has implemented reasonable measures: (1) To verify 665
that each person participating remotely is a member; and (2) to provide 666 Raised Bill No. 986
LCO No. 4321 23 of 26
such members a reasonable opportunity to participate in the meeting 667
and to vote on matters submitted to the members, including an 668
opportunity to communicate, and to read or hear the proceedings of the 669
meeting, substantially concurrently with such proceedings. 670
(c) Unless the bylaws require the meeting of members to be held at a 671
place, the board of directors may determine that any meeting of 672
members shall not be held at any place and shall instead be held solely 673
by means of remote communication, provided the corporation 674
implements the measures specified in subsection (b) of this section. 675
Sec. 23. Section 33-1070 of the general statutes is repealed and the 676
following is substituted in lieu thereof (Effective from passage): 677
(a) After fixing a record date for a meeting, a corporation shall 678
prepare an alphabetical list of the names of all its members who are 679
entitled to notice of the meeting. The list shall be arranged by classes of 680
members, if any, and show the address of and number of votes to which 681
each such member is entitled. 682
(b) The members' list shall be available for inspection by any 683
members entitled to vote at the meeting, beginning two business days 684
after notice of the meeting is given for which the list was prepared and 685
continuing through the meeting, (1) at the corporation's principal office 686
or at a place identified in the meeting notice in the city where the 687
meeting will be held, or (2) on a reasonably accessible electronic 688
network, provided the information required to gain access to such list is 689
provided with the notice of the meeting. In the event that the 690
corporation makes the list available on an electronic network, the 691
corporation may take reasonable steps to ensure that such information 692
is available only to members of the corporation. A member entitled to 693
vote at the meeting or his agent or attorney is entitled on written 694
demand to inspect and, subject to the requirements of subsection (c) of 695
section 33-1236, to copy the list, during regular business hours and at 696
his expense, during the period it is available for inspection. 697
(c) [The] If the meeting is to be held at a place, the corporation shall 698 Raised Bill No. 986
LCO No. 4321 24 of 26
make the members' list available [at] during the meeting, and any 699
member entitled to vote at the meeting or his agent or attorney is 700
entitled to inspect the list at any time during the meeting or any 701
adjournment. If the meeting is to be held solely by means of remote 702
communication, such list shall be open to such inspection during the 703
meeting on a reasonably accessible electronic network, and the 704
information required to access such list shall be provided with the notice 705
of the meeting. 706
(d) If the corporation refuses to allow a member entitled to vote at the 707
meeting or his agent or attorney to inspect the members' list before or at 708
the meeting, or copy the list as permitted by subsection (b) of this 709
section, the superior court for the judicial district where a corporation's 710
principal office or, if none in this state, its registered office, is located, on 711
application of the member, may summarily order the inspection or 712
copying at the corporation's expense and may postpone the meeting for 713
which the list was prepared until the inspection or copying is complete. 714
(e) Refusal or failure to prepare or make available the members' list 715
does not affect the validity of action taken at the meeting. 716
Sec. 24. Section 33-1152 of the general statutes is repealed and the 717
following is substituted in lieu thereof (Effective from passage): 718
(a) A bylaw that fixes a greater quorum or voting requirement for the 719
board of directors or that requires a meeting of members to be held at a 720
place may be amended or repealed: (1) If originally adopted by the 721
members, only by the members; (2) if originally adopted by the 722
incorporator or incorporators or by the board of directors, either by the 723
members or by the board of directors. 724
(b) A bylaw adopted or amended by the members that fixes a greater 725
quorum or voting requirement for the board of directors may provide 726
that it may be amended or repealed only by a specified vote of either the 727
members or the board of directors. 728
(c) Action by the board of directors under subdivision (2) of 729 Raised Bill No. 986
LCO No. 4321 25 of 26
subsection (a) of this section to adopt or amend a bylaw that changes the 730
quorum or voting requirement for the board of directors must meet the 731
same quorum requirement and be adopted by the same vote required to 732
take action under the quorum and voting requirement then in effect or 733
proposed to be adopted, whichever is greater. 734
This act shall take effect as follows and shall amend the following
sections:
Section 1 January 1, 2022 45a-499c
Sec. 2 January 1, 2022 45a-499j(a)
Sec. 3 January 1, 2022 45a-499u(a)
Sec. 4 January 1, 2022 45a-499gg
Sec. 5 January 1, 2022 45a-499nn(a)
Sec. 6 January 1, 2022 45a-487k(10)
Sec. 7 from passage and
applicable to any trust
created on or after January
1, 2020
45a-491
Sec. 8 October 1, 2021 1-350d
Sec. 9 October 1, 2021 47-5(a)
Sec. 10 from passage 33-695(b)
Sec. 11 from passage 33-696(a) to (c)
Sec. 12 from passage 33-697
Sec. 13 from passage 33-699
Sec. 14 from passage 33-703
Sec. 15 from passage 33-704
Sec. 16 from passage 33-808
Sec. 17 from passage 33-1061
Sec. 18 from passage 33-1062
Sec. 19 from passage 33-1063
Sec. 20 from passage 33-1064
Sec. 21 from passage 33-1065
Sec. 22 from passage New section
Sec. 23 from passage 33-1070
Sec. 24 from passage 33-1152
Raised Bill No. 986
LCO No. 4321 26 of 26
Statement of Purpose:
To make revisions to the Connecticut Uniform Trust Code, Rule Against
Perpetuities, Connecticut Uniform Power of Attorney Act, Connecticut
Business Corporation Act and Revised Nonstock Corporation Act.
[Proposed deletions are enclosed in brackets. Proposed additions are indicated by underline, except
that when the entire text of a bill or resolution or a section of a bill or resolution is new, it is not
underlined.]