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| 3 | + | LCO \\PRDFS1\SCOUSERS\FORZANOF\WS\2021SB-00986-R01- | |
| 4 | + | SB.docx | |
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| 6 | + | ||
| 7 | + | General Assembly Substitute Bill No. 986 | |
| 8 | + | January Session, 2021 | |
| 1 | 9 | ||
| 2 | 10 | ||
| 3 | 11 | ||
| 4 | - | Substitute Senate Bill No. 986 | |
| 5 | - | ||
| 6 | - | Public Act No. 21-39 | |
| 7 | 12 | ||
| 8 | 13 | ||
| 9 | 14 | AN ACT CONCERNING RE VISIONS TO THE CONNECTICUT | |
| 10 | 15 | UNIFORM TRUST CODE, RULE AGAINST PERPETU ITIES, | |
| 11 | 16 | CONNECTICUT UNIFORM POWER OF ATTORNEY AC T, | |
| 12 | - | CONNECTICUT BUSINESS CORPORATION ACT AND | |
| 13 | - | ||
| 17 | + | CONNECTICUT BUSINESS CORPORATION ACT AND CONNECTICUT | |
| 18 | + | REVISED NONSTOCK COR PORATION ACT. | |
| 14 | 19 | Be it enacted by the Senate and House of Representatives in General | |
| 15 | 20 | Assembly convened: | |
| 16 | 21 | ||
| 17 | - | Section 1. Section 45a-499c of the general statutes is repealed and the | |
| 18 | - | following is substituted in lieu thereof (Effective January 1, 2022): | |
| 19 | - | As used in [sections 45a-499a to 45a-500s, inclusive] this chapter: | |
| 20 | - | (1) "Action", with respect to an act of a trustee, includes a failure to | |
| 21 | - | act. | |
| 22 | - | (2) "Ascertainable standard" means a standard relating to an | |
| 23 | - | individual's health, education, support or maintenance within the | |
| 24 | - | meaning of Section 2041(b)(1)(A) or 2514(c)(1) of the Internal Revenue | |
| 25 | - | Code of 1986, or any subsequent corresponding internal revenue code | |
| 26 | - | of the United States, as amended from time to time, as in effect on | |
| 27 | - | January 1, 2020, or as later amended. | |
| 28 | - | (3) "Beneficiary" means a person that (A) has a present or future | |
| 29 | - | beneficial interest in a trust, vested or contingent; or (B) in a capacity | |
| 30 | - | other than that of trustee, holds a power of appointment over trust Substitute | |
| 22 | + | Section 1. Section 45a-499c of the general statutes is repealed and the 1 | |
| 23 | + | following is substituted in lieu thereof (Effective January 1, 2022): 2 | |
| 24 | + | As used in [sections 45a-499a to 45a-500s, inclusive] this chapter: 3 | |
| 25 | + | (1) "Action", with respect to an act of a trustee, includes a failure to 4 | |
| 26 | + | act. 5 | |
| 27 | + | (2) "Ascertainable standard" means a standard relating to an 6 | |
| 28 | + | individual's health, education, support or maintenance within the 7 | |
| 29 | + | meaning of Section 2041(b)(1)(A) or 2514(c)(1) of the Internal Revenue 8 | |
| 30 | + | Code of 1986, or any subsequent corresponding internal revenue code 9 | |
| 31 | + | of the United States, as amended from time to time, as in effect on 10 | |
| 32 | + | January 1, 2020, or as later amended. 11 | |
| 33 | + | (3) "Beneficiary" means a person that (A) has a present or future 12 | |
| 34 | + | beneficial interest in a trust, vested or contingent; or (B) in a capacity 13 | |
| 35 | + | other than that of trustee, holds a power of appointment over trust 14 Substitute Bill No. 986 | |
| 31 | 36 | ||
| 32 | - | Public Act No. 21-39 2 of 26 | |
| 33 | 37 | ||
| 34 | - | property. "Beneficiary" does not include an appointee under a power of | |
| 35 | - | appointment until the power is exercised and the trustee has knowledge | |
| 36 | - | of the exercise and the identity of the appointee. | |
| 37 | - | (4) "Breach of trust" includes a violation by a trust director or trustee | |
| 38 | - | of a duty imposed on the director or trustee by the terms of the trust, | |
| 39 | - | sections 45a-499a to 45a-500s, inclusive, or law of this state other than | |
| 40 | - | sections 45a-499a to 45a-500s, inclusive, pertaining to trusts. | |
| 41 | - | (5) "Charitable trust" means a trust, or part of a trust, created (A) for | |
| 42 | - | a charitable purpose described in section 45a-499z; and (B) when | |
| 43 | - | property is dedicated for a charitable purpose, whether the dedication | |
| 44 | - | is by written instrument, declaration, deed, pledge, judgment or decree. | |
| 45 | - | (6) "Conservator of the estate" means a person appointed by the court | |
| 46 | - | to administer the estate of an adult individual. | |
| 47 | - | (7) "Conservator of the person" means a person appointed by the | |
| 48 | - | court to make decisions regarding the support, care, education, health | |
| 49 | - | and welfare of an adult individual and includes a conservator of the | |
| 50 | - | person of an adult, but does not include a guardian ad litem. | |
| 51 | - | (8) "Court" means a court of this state having jurisdiction over the | |
| 52 | - | matter pursuant to sections 45a-499o and 45a-499p or a court of another | |
| 53 | - | state having jurisdiction under the law of the other state. | |
| 54 | - | (9) "Current beneficiary" means a beneficiary that, on the date the | |
| 55 | - | beneficiary's qualification is determined, is a distributee or permissible | |
| 56 | - | distributee of trust income or principal. | |
| 57 | - | (10) "Designated representative" means any person designated as | |
| 58 | - | provided in subsection (a) of section 45a-499u, as amended by this act, | |
| 59 | - | unless precluded from acting by the trust instrument or applicable law. | |
| 60 | - | (11) "Directed trust" means a trust for which the terms of the trust Substitute Senate Bill No. 986 | |
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| 61 | 41 | ||
| 62 | - | Public Act No. 21-39 3 of 26 | |
| 42 | + | property. "Beneficiary" does not include an appointee under a power of 15 | |
| 43 | + | appointment until the power is exercised and the trustee has knowledge 16 | |
| 44 | + | of the exercise and the identity of the appointee. 17 | |
| 45 | + | (4) "Breach of trust" includes a violation by a trust director or trustee 18 | |
| 46 | + | of a duty imposed on the director or trustee by the terms of the trust, 19 | |
| 47 | + | sections 45a-499a to 45a-500s, inclusive, or law of this state other than 20 | |
| 48 | + | sections 45a-499a to 45a-500s, inclusive, pertaining to trusts. 21 | |
| 49 | + | (5) "Charitable trust" means a trust, or part of a trust, created (A) for 22 | |
| 50 | + | a charitable purpose described in section 45a-499z; and (B) when 23 | |
| 51 | + | property is dedicated for a charitable purpose, whether the dedication 24 | |
| 52 | + | is by written instrument, declaration, deed, pledge, judgment or decree. 25 | |
| 53 | + | (6) "Conservator of the estate" means a person appointed by the court 26 | |
| 54 | + | to administer the estate of an adult individual. 27 | |
| 55 | + | (7) "Conservator of the person" means a person appointed by the 28 | |
| 56 | + | court to make decisions regarding the support, care, education, health 29 | |
| 57 | + | and welfare of an adult individual and includes a conservator of the 30 | |
| 58 | + | person of an adult, but does not include a guardian ad litem. 31 | |
| 59 | + | (8) "Court" means a court of this state having jurisdiction over the 32 | |
| 60 | + | matter pursuant to sections 45a-499o and 45a-499p or a court of another 33 | |
| 61 | + | state having jurisdiction under the law of the other state. 34 | |
| 62 | + | (9) "Current beneficiary" means a beneficiary that, on the date the 35 | |
| 63 | + | beneficiary's qualification is determined, is a distributee or permissible 36 | |
| 64 | + | distributee of trust income or principal. 37 | |
| 65 | + | (10) "Designated representative" means any person designated as 38 | |
| 66 | + | provided in subsection (a) of section 45a-499u, as amended by this act, 39 | |
| 67 | + | unless precluded from acting by the trust instrument or applicable law. 40 | |
| 68 | + | (11) "Directed trust" means a trust for which the terms of the trust 41 | |
| 69 | + | grant a power of direction. 42 Substitute Bill No. 986 | |
| 63 | 70 | ||
| 64 | - | grant a power of direction. | |
| 65 | - | (12) "Directed trustee" means a trustee that is subject to a trust | |
| 66 | - | director's power of direction. | |
| 67 | - | (13) "Environmental law" means a federal, state or local law, rule, | |
| 68 | - | regulation or ordinance relating to protection of the environment. | |
| 69 | - | (14) "Guardian" means a person appointed by the court pursuant to | |
| 70 | - | part V of chapter 802h. | |
| 71 | - | (15) "Inter vivos trust" means a trust that is not a testamentary trust. | |
| 72 | - | (16) "Interests of the beneficiaries" means the beneficial interests | |
| 73 | - | provided in the terms of the trust. | |
| 74 | - | (17) "Jurisdiction", with respect to a geographic area, includes a state | |
| 75 | - | or country. | |
| 76 | - | (18) "Mandatory distribution" means distribution of income or | |
| 77 | - | principal that the trustee is required to make to a beneficiary under the | |
| 78 | - | terms of the trust, including a distribution upon termination of the trust. | |
| 79 | - | "Mandatory distribution" does not include a distribution subject to the | |
| 80 | - | exercise of the trustee's discretion, regardless of whether the terms of | |
| 81 | - | the trust (A) include a support or other standard to guide the trustee in | |
| 82 | - | making distribution decisions; or (B) provide that the trustee may or | |
| 83 | - | shall make discretionary distributions, including distributions pursuant | |
| 84 | - | to a support or other standard. | |
| 85 | - | (19) "Person" means an individual, corporation, statutory or business | |
| 86 | - | trust, estate, trust, partnership, limited liability company, association, | |
| 87 | - | joint venture, court, government, governmental subdivision, agency or | |
| 88 | - | instrumentality, public corporation or any other legal or commercial | |
| 89 | - | entity. | |
| 90 | - | (20) "Power of direction" means a power over a trust granted to a Substitute Senate Bill No. 986 | |
| 91 | 71 | ||
| 92 | - | Public Act No. 21-39 4 of 26 | |
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| 76 | + | (12) "Directed trustee" means a trustee that is subject to a trust 43 | |
| 77 | + | director's power of direction. 44 | |
| 78 | + | (13) "Environmental law" means a federal, state or local law, rule, 45 | |
| 79 | + | regulation or ordinance relating to protection of the environment. 46 | |
| 80 | + | (14) "Guardian" means a person appointed by the court pursuant to 47 | |
| 81 | + | part V of chapter 802h. 48 | |
| 82 | + | (15) "Inter vivos trust" means a trust that is not a testamentary trust. 49 | |
| 83 | + | (16) "Interests of the beneficiaries" means the beneficial interests 50 | |
| 84 | + | provided in the terms of the trust. 51 | |
| 85 | + | (17) "Jurisdiction", with respect to a geographic area, includes a state 52 | |
| 86 | + | or country. 53 | |
| 87 | + | (18) "Mandatory distribution" means distribution of income or 54 | |
| 88 | + | principal that the trustee is required to make to a beneficiary under the 55 | |
| 89 | + | terms of the trust, including a distribution upon termination of the trust. 56 | |
| 90 | + | "Mandatory distribution" does not include a distribution subject to the 57 | |
| 91 | + | exercise of the trustee's discretion, regardless of whether the terms of 58 | |
| 92 | + | the trust (A) include a support or other standard to guide the trustee in 59 | |
| 93 | + | making distribution decisions; or (B) provide that the trustee may or 60 | |
| 94 | + | shall make discretionary distributions, including distributions pursuant 61 | |
| 95 | + | to a support or other standard. 62 | |
| 96 | + | (19) "Person" means an individual, corporation, statutory or business 63 | |
| 97 | + | trust, estate, trust, partnership, limited liability company, association, 64 | |
| 98 | + | joint venture, court, government, governmental subdivision, agency or 65 | |
| 99 | + | instrumentality, public corporation or any other legal or commercial 66 | |
| 100 | + | entity. 67 | |
| 101 | + | (20) "Power of direction" means a power over a trust granted to a 68 | |
| 102 | + | person by the terms of the trust to the extent the power is exercisable 69 | |
| 103 | + | while the person is not serving as a trustee. "Power of direction" includes 70 | |
| 104 | + | a power over the investment, management or distribution of trust 71 Substitute Bill No. 986 | |
| 123 | 105 | ||
| 124 | - | Public Act No. 21-39 5 of 26 | |
| 125 | 106 | ||
| 126 | - | (26) "Spendthrift provision" means a term of a trust that restrains both | |
| 127 | - | voluntary and involuntary transfer of a beneficiary's interest. | |
| 128 | - | (27) "State" means a state of the United States, the District of | |
| 129 | - | Columbia, Puerto Rico, the United States Virgin Islands or any territory | |
| 130 | - | or insular possession subject to the jurisdiction of the United States, and | |
| 131 | - | includes an Indian tribe or band recognized by federal law or formally | |
| 132 | - | acknowledged by a state. | |
| 133 | - | (28) "Terms of a trust" means: | |
| 134 | - | (A) Except as otherwise provided in subparagraph (B) of this | |
| 135 | - | subdivision, the manifestation of the settlor's intent regarding a trust's | |
| 136 | - | provisions as: | |
| 137 | - | (i) Expressed in the trust instrument; or | |
| 138 | - | (ii) Established by other evidence that would be admissible in a | |
| 139 | - | judicial proceeding; or | |
| 140 | - | (B) The trust's provisions, as established, determined or amended by: | |
| 141 | - | (i) A trustee or other person in accordance with authority under the | |
| 142 | - | trust instrument, a statute or a court order; | |
| 143 | - | (ii) A court order; or | |
| 144 | - | (iii) A nonjudicial settlement agreement under section 45a-499k and | |
| 145 | - | subsection (a) of section 45a-499ll or court approval of the combination | |
| 146 | - | of a testamentary trust with another trust or the division of a | |
| 147 | - | testamentary trust into two or more separate trusts pursuant to | |
| 148 | - | subsection (b) of section 45a-499ll. | |
| 149 | - | [(28)] (29) "Testamentary trust" means a trust created under a will | |
| 150 | - | and, unless otherwise expressly provided, any trust established | |
| 151 | - | pursuant to an order of the Probate Court. Substitute Senate Bill No. 986 | |
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| 152 | 110 | ||
| 153 | - | Public Act No. 21-39 6 of 26 | |
| 111 | + | property or other matters of trust administration, but does not include 72 | |
| 112 | + | the powers described in subsection (b) of section 45a-500e. 73 | |
| 113 | + | (21) "Power of withdrawal" means a presently exercisable general 74 | |
| 114 | + | power of appointment other than a power exercisable only upon 75 | |
| 115 | + | consent of the trustee or a person holding an adverse interest. 76 | |
| 116 | + | (22) "Property" means anything that may be the subject of ownership, 77 | |
| 117 | + | whether real or personal and whether legal or equitable, or any interest 78 | |
| 118 | + | therein. 79 | |
| 119 | + | (23) "Qualified beneficiary" means a beneficiary that, on the date the 80 | |
| 120 | + | beneficiary's qualification is determined: (A) Is a distributee or 81 | |
| 121 | + | permissible distributee of trust income or principal; (B) would be a 82 | |
| 122 | + | distributee or permissible distributee of trust income or principal if the 83 | |
| 123 | + | interests of the distributees described in subparagraph (A) of this 84 | |
| 124 | + | subdivision terminated on such date without causing the trust to 85 | |
| 125 | + | terminate; or (C) would be a distributee or permissible distributee of 86 | |
| 126 | + | trust income or principal if the trust terminated on such date. 87 | |
| 127 | + | (24) "Revocable", as applied to a trust, means revocable by the settlor 88 | |
| 128 | + | without the consent of the trustee or a person holding an adverse 89 | |
| 129 | + | interest. 90 | |
| 130 | + | (25) "Settlor" means a person, including a testator, that creates or 91 | |
| 131 | + | contributes property to a trust. If more than one person creates or 92 | |
| 132 | + | contributes property to a trust, each person is a settlor of the portion of 93 | |
| 133 | + | the trust property attributable to such person's contribution, except to 94 | |
| 134 | + | the extent another person has the power to revoke or withdraw such 95 | |
| 135 | + | portion and as otherwise provided in section 45a-499nn, as amended by 96 | |
| 136 | + | this act. 97 | |
| 137 | + | (26) "Spendthrift provision" means a term of a trust that restrains both 98 | |
| 138 | + | voluntary and involuntary transfer of a beneficiary's interest. 99 | |
| 139 | + | (27) "State" means a state of the United States, the District of 100 | |
| 140 | + | Columbia, Puerto Rico, the United States Virgin Islands or any territory 101 Substitute Bill No. 986 | |
| 154 | 141 | ||
| 155 | - | [(29)] (30) "Trust director" means a person that is granted a power of | |
| 156 | - | direction by the terms of a trust to the extent the power is exercisable | |
| 157 | - | while the person is not serving as a trustee, provided a person is a trust | |
| 158 | - | director whether or not the terms of the trust refer to the person as a | |
| 159 | - | trust director and whether or not the person is a beneficiary or settlor of | |
| 160 | - | the trust. | |
| 161 | - | [(30)] (31) "Trust instrument" means any instrument executed by the | |
| 162 | - | settlor, including a will establishing or creating a testamentary trust, | |
| 163 | - | that contains terms of the trust, including any amendments thereto. In | |
| 164 | - | the case of a charitable trust, "trust instrument" means any written | |
| 165 | - | instrument by which property is dedicated for a charitable purpose | |
| 166 | - | described in section 45a-499z. | |
| 167 | - | [(31)] (32) "Trustee" includes an original, additional and successor | |
| 168 | - | trustee and a cotrustee. | |
| 169 | - | Sec. 2. Subsection (a) of section 45a-499j of the general statutes is | |
| 170 | - | repealed and the following is substituted in lieu thereof (Effective January | |
| 171 | - | 1, 2022): | |
| 172 | - | (a) Whenever notice to qualified beneficiaries of a trust is required | |
| 173 | - | under sections 45a-487j to 45a-487t, inclusive, and 45a-499a to 45a-500s, | |
| 174 | - | inclusive, the trustee shall also give notice to [: (1) A representative | |
| 175 | - | designated under section 45a-499u to receive notices on the beneficiary's | |
| 176 | - | behalf; and (2)] any [other] beneficiary who sent the trustee a request for | |
| 177 | - | notice. The trustee may send notice to a designated representative who | |
| 178 | - | is qualified to represent a beneficiary under section 45a-499u, as | |
| 179 | - | amended by this act, in lieu of sending notice to a beneficiary. | |
| 180 | - | Sec. 3. Subsection (a) of section 45a-499u of the general statutes is | |
| 181 | - | repealed and the following is substituted in lieu thereof (Effective January | |
| 182 | - | 1, 2022): | |
| 183 | - | (a) The trust instrument may (1) designate one or more persons other Substitute Senate Bill No. 986 | |
| 184 | 142 | ||
| 185 | - | Public Act No. 21-39 7 of 26 | |
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| 186 | 146 | ||
| 187 | - | than the settlor to represent and bind a beneficiary that is not a charity | |
| 188 | - | and to receive a notice, information, an accounting or a report on behalf | |
| 189 | - | of the beneficiary; or (2) authorize a person or persons, other than a | |
| 190 | - | trustee of the trust or the settlor, to designate one or more persons to | |
| 191 | - | represent and bind a beneficiary that is not a charity and receive any | |
| 192 | - | notice, information, accounting or report. The designated representative | |
| 193 | - | shall act in good faith on behalf of any beneficiary so represented. | |
| 194 | - | Sec. 4. Section 45a-499gg of the general statutes is repealed and the | |
| 195 | - | following is substituted in lieu thereof (Effective January 1, 2022): | |
| 196 | - | Except as otherwise provided in section 45a-499hh, if a particular | |
| 197 | - | charitable purpose becomes unlawful, impracticable, impossible to | |
| 198 | - | achieve or wasteful: (1) The trust does not fail, in whole or in part; (2) | |
| 199 | - | the trust property does not revert to the settlor or the settlor's successors | |
| 200 | - | in interest; and (3) the court may apply cy pres to modify or terminate | |
| 201 | - | the trust, subject to section 45a-520, by directing that the trust property | |
| 202 | - | be applied or distributed, in whole or in part, in a manner consistent | |
| 203 | - | with the settlor's charitable purposes. | |
| 204 | - | Sec. 5. Subsection (a) of section 45a-499nn of the general statutes is | |
| 205 | - | repealed and the following is substituted in lieu thereof (Effective January | |
| 206 | - | 1, 2022): | |
| 207 | - | (a) For all purposes under this section and section 45a-499mm, a | |
| 208 | - | creditor of a beneficiary, other than a creditor of the settlor if the settlor | |
| 209 | - | is a beneficiary of the trust, may not attach or compel a distribution of | |
| 210 | - | property that is subject to: | |
| 211 | - | (1) A power of withdrawal held by the beneficiary if the value of the | |
| 212 | - | property subject to the power does not exceed the greater of the amount | |
| 213 | - | specified in Section 2041(b)(2) or 2514(e) of the Internal Revenue Code | |
| 214 | - | of 1986, or any subsequent corresponding internal revenue code of the | |
| 215 | - | United States, as amended from time to time, and the regulations Substitute Senate Bill No. 986 | |
| 147 | + | or insular possession subject to the jurisdiction of the United States, and 102 | |
| 148 | + | includes an Indian tribe or band recognized by federal law or formally 103 | |
| 149 | + | acknowledged by a state. 104 | |
| 150 | + | (28) "Terms of a trust" means: 105 | |
| 151 | + | (A) Except as otherwise provided in subparagraph (B) of this 106 | |
| 152 | + | subdivision, the manifestation of the settlor's intent regarding a trust's 107 | |
| 153 | + | provisions as: 108 | |
| 154 | + | (i) Expressed in the trust instrument; or 109 | |
| 155 | + | (ii) Established by other evidence that would be admissible in a 110 | |
| 156 | + | judicial proceeding; or 111 | |
| 157 | + | (B) The trust's provisions, as established, determined or amended by: 112 | |
| 158 | + | (i) A trustee or other person in accordance with authority under the 113 | |
| 159 | + | trust instrument, a statute or a court order; 114 | |
| 160 | + | (ii) A court order; or 115 | |
| 161 | + | (iii) A nonjudicial settlement agreement under section 45a-499k and 116 | |
| 162 | + | subsection (a) of section 45a-499ll or court approval of the combination 117 | |
| 163 | + | of a testamentary trust with another trust or the division of a 118 | |
| 164 | + | testamentary trust into two or more separate trusts pursuant to 119 | |
| 165 | + | subsection (b) of section 45a-499ll. 120 | |
| 166 | + | [(28)] (29) "Testamentary trust" means a trust created under a will 121 | |
| 167 | + | and, unless otherwise expressly provided, any trust established 122 | |
| 168 | + | pursuant to an order of the Probate Court. 123 | |
| 169 | + | [(29)] (30) "Trust director" means a person that is granted a power of 124 | |
| 170 | + | direction by the terms of a trust to the extent the power is exercisable 125 | |
| 171 | + | while the person is not serving as a trustee, provided a person is a trust 126 | |
| 172 | + | director whether or not the terms of the trust refer to the person as a 127 | |
| 173 | + | trust director and whether or not the person is a beneficiary or settlor of 128 | |
| 174 | + | the trust. 129 Substitute Bill No. 986 | |
| 216 | 175 | ||
| 217 | - | Public Act No. 21-39 8 of 26 | |
| 218 | 176 | ||
| 219 | - | thereunder, or Section 2503(b) of said Internal Revenue Code and the | |
| 220 | - | regulations thereunder, in each case as in effect on January 1, 2020; | |
| 221 | - | (2) A power, whether mandatory or discretionary, held by the trustee | |
| 222 | - | of the trust, including a power held by the beneficiary as the sole trustee | |
| 223 | - | or a cotrustee of the trust, to make distributions to or for the benefit of | |
| 224 | - | the beneficiary, if the power is exercisable by the trustee only in | |
| 225 | - | accordance with an ascertainable standard relating to such beneficiary's | |
| 226 | - | individual health, education, support or maintenance within the | |
| 227 | - | meaning of Section 2041(b)(1)(A) or 2514(c)(1) of the Internal Revenue | |
| 228 | - | Code of 1986, or any subsequent corresponding internal revenue code | |
| 229 | - | of the United States, as amended from time to time, and the regulations | |
| 230 | - | thereunder, as in effect on January 1, 2020; [or] | |
| 231 | - | (3) A power, whether mandatory or discretionary, held by the trustee | |
| 232 | - | of the trust, including a power held by the beneficiary as the sole trustee | |
| 233 | - | or a cotrustee of the trust, to make distributions to or for the benefit of a | |
| 234 | - | person who the beneficiary has an obligation to support, if the power is | |
| 235 | - | exercisable by the trustee only in accordance with an ascertainable | |
| 236 | - | standard relating to such person's individual health, education, support | |
| 237 | - | or maintenance within the meaning of Section 2041(b)(1)(A) or | |
| 238 | - | 2514(c)(1) of the Internal Revenue Code of 1986, or any subsequent | |
| 239 | - | corresponding internal revenue code of the United States, as amended | |
| 240 | - | from time to time, and the regulations thereunder, as in effect on | |
| 241 | - | January 1, 2020; [.] or | |
| 242 | - | (4) A power of withdrawal that has lapsed or been waived or released | |
| 243 | - | over all or any part of the trust property. | |
| 244 | - | Sec. 6. Subdivision (10) of section 45a-487k of the general statutes is | |
| 245 | - | repealed and the following is substituted in lieu thereof (Effective January | |
| 246 | - | 1, 2022): | |
| 247 | - | (10) "Trust instrument" means an instrument, in writing, appointing Substitute Senate Bill No. 986 | |
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| 178 | + | R01-SB.docx } | |
| 179 | + | 6 of 25 | |
| 248 | 180 | ||
| 249 | - | Public Act No. 21-39 9 of 26 | |
| 181 | + | [(30)] (31) "Trust instrument" means any instrument executed by the 130 | |
| 182 | + | settlor, including a will establishing or creating a testamentary trust, 131 | |
| 183 | + | that contains terms of the trust, including any amendments thereto. In 132 | |
| 184 | + | the case of a charitable trust, "trust instrument" means any written 133 | |
| 185 | + | instrument by which property is dedicated for a charitable purpose 134 | |
| 186 | + | described in section 45a-499z. 135 | |
| 187 | + | [(31)] (32) "Trustee" includes an original, additional and successor 136 | |
| 188 | + | trustee and a cotrustee. 137 | |
| 189 | + | Sec. 2. Subsection (a) of section 45a-499j of the general statutes is 138 | |
| 190 | + | repealed and the following is substituted in lieu thereof (Effective January 139 | |
| 191 | + | 1, 2022): 140 | |
| 192 | + | (a) Whenever notice to qualified beneficiaries of a trust is required 141 | |
| 193 | + | under sections 45a-487j to 45a-487t, inclusive, and 45a-499a to 45a-500s, 142 | |
| 194 | + | inclusive, the trustee shall also give notice to [: (1) A representative 143 | |
| 195 | + | designated under section 45a-499u to receive notices on the beneficiary's 144 | |
| 196 | + | behalf; and (2)] any [other] beneficiary who sent the trustee a request for 145 | |
| 197 | + | notice. The trustee may send notice to a designated representative who 146 | |
| 198 | + | is qualified to represent a beneficiary under section 45a-499u, as 147 | |
| 199 | + | amended by this act, in lieu of sending notice to a beneficiary. 148 | |
| 200 | + | Sec. 3. Subsection (a) of section 45a-499u of the general statutes is 149 | |
| 201 | + | repealed and the following is substituted in lieu thereof (Effective January 150 | |
| 202 | + | 1, 2022): 151 | |
| 203 | + | (a) The trust instrument may (1) designate one or more persons other 152 | |
| 204 | + | than the settlor to represent and bind a beneficiary that is not a charity 153 | |
| 205 | + | and to receive a notice, information, an accounting or a report on behalf 154 | |
| 206 | + | of the beneficiary; or (2) authorize a person or persons, other than a 155 | |
| 207 | + | trustee of the trust or the settlor, to designate one or more persons to 156 | |
| 208 | + | represent and bind a beneficiary that is not a charity and receive any 157 | |
| 209 | + | notice, information, accounting or report. The designated representative 158 | |
| 210 | + | shall act in good faith on behalf of any beneficiary so represented. 159 | |
| 211 | + | Sec. 4. Section 45a-499gg of the general statutes is repealed and the 160 Substitute Bill No. 986 | |
| 250 | 212 | ||
| 251 | - | at least one qualified trustee for the property that is the subject of a | |
| 252 | - | disposition, which instrument: | |
| 253 | - | (A) Expressly provides that the laws of this state govern the validity, | |
| 254 | - | construction and administration of the trust; | |
| 255 | - | (B) Is irrevocable; and | |
| 256 | - | (C) Provides that the interest of the transferor or other beneficiary in | |
| 257 | - | the trust property or the income from the trust property may not be | |
| 258 | - | transferred, assigned, pledged or mortgaged, whether voluntarily or | |
| 259 | - | involuntarily, before the qualified trustee or qualified trustees actually | |
| 260 | - | distribute the property or income from the trust property to or for the | |
| 261 | - | benefit of the beneficiary, and the provision of the trust instrument shall | |
| 262 | - | be deemed to be a restriction on the transfer of the transferor's beneficial | |
| 263 | - | interest in the trust that is enforceable under applicable nonbankruptcy | |
| 264 | - | law within the meaning of 11 USC 541(c)(2), as amended from time to | |
| 265 | - | time. | |
| 266 | - | Sec. 7. Section 45a-491 of the general statutes is repealed and the | |
| 267 | - | following is substituted in lieu thereof (Effective from passage and | |
| 268 | - | applicable to any trust created on or after January 1, 2020): | |
| 269 | - | (a) A nonvested property interest is invalid unless: (1) When the | |
| 270 | - | interest is created, it is certain to vest or terminate no later than twenty- | |
| 271 | - | one years after the death of an individual then alive; or (2) the interest | |
| 272 | - | either vests or terminates within ninety years after its creation. | |
| 273 | - | (b) A general power of appointment not presently exercisable | |
| 274 | - | because of a condition precedent is invalid unless: (1) When the power | |
| 275 | - | is created, the condition precedent is certain to be satisfied or become | |
| 276 | - | impossible to satisfy no later than twenty-one years after the death of an | |
| 277 | - | individual then alive; or (2) the condition precedent either is satisfied or | |
| 278 | - | becomes impossible to satisfy within ninety years after its creation. Substitute Senate Bill No. 986 | |
| 279 | 213 | ||
| 280 | - | Public Act No. 21-39 10 of 26 | |
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| 215 | + | R01-SB.docx } | |
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| 281 | 217 | ||
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| 218 | + | following is substituted in lieu thereof (Effective January 1, 2022): 161 | |
| 219 | + | Except as otherwise provided in section 45a-499hh, if a particular 162 | |
| 220 | + | charitable purpose becomes unlawful, impracticable, impossible to 163 | |
| 221 | + | achieve or wasteful: (1) The trust does not fail, in whole or in part; (2) 164 | |
| 222 | + | the trust property does not revert to the settlor or the settlor's successors 165 | |
| 223 | + | in interest; and (3) the court may apply cy pres to modify or terminate 166 | |
| 224 | + | the trust, subject to section 45a-520, by directing that the trust property 167 | |
| 225 | + | be applied or distributed, in whole or in part, in a manner consistent 168 | |
| 226 | + | with the settlor's charitable purposes. 169 | |
| 227 | + | Sec. 5. Subsection (a) of section 45a-499nn of the general statutes is 170 | |
| 228 | + | repealed and the following is substituted in lieu thereof (Effective January 171 | |
| 229 | + | 1, 2022): 172 | |
| 230 | + | (a) For all purposes under this section and section 45a-499mm, a 173 | |
| 231 | + | creditor of a beneficiary, other than a creditor of the settlor if the settlor 174 | |
| 232 | + | is a beneficiary of the trust, may not attach or compel a distribution of 175 | |
| 233 | + | property that is subject to: 176 | |
| 234 | + | (1) A power of withdrawal held by the beneficiary if the value of the 177 | |
| 235 | + | property subject to the power does not exceed the greater of the amount 178 | |
| 236 | + | specified in Section 2041(b)(2) or 2514(e) of the Internal Revenue Code 179 | |
| 237 | + | of 1986, or any subsequent corresponding internal revenue code of the 180 | |
| 238 | + | United States, as amended from time to time, and the regulations 181 | |
| 239 | + | thereunder, or Section 2503(b) of said Internal Revenue Code and the 182 | |
| 240 | + | regulations thereunder, in each case as in effect on January 1, 2020; 183 | |
| 241 | + | (2) A power, whether mandatory or discretionary, held by the trustee 184 | |
| 242 | + | of the trust, including a power held by the beneficiary as the sole trustee 185 | |
| 243 | + | or a cotrustee of the trust, to make distributions to or for the benefit of 186 | |
| 244 | + | the beneficiary, if the power is exercisable by the trustee only in 187 | |
| 245 | + | accordance with an ascertainable standard relating to such beneficiary's 188 | |
| 246 | + | individual health, education, support or maintenance within the 189 | |
| 247 | + | meaning of Section 2041(b)(1)(A) or 2514(c)(1) of the Internal Revenue 190 | |
| 248 | + | Code of 1986, or any subsequent corresponding internal revenue code 191 Substitute Bill No. 986 | |
| 313 | 249 | ||
| 314 | - | Public Act No. 21-39 11 of 26 | |
| 315 | 250 | ||
| 316 | - | 495, inclusive, unless the terms of the trust expressly require that all | |
| 317 | - | beneficial interests in the trust vest or terminate within a lesser period. | |
| 318 | - | Sec. 8. Section 1-350d of the general statutes is repealed and the | |
| 319 | - | following is substituted in lieu thereof (Effective October 1, 2021): | |
| 320 | - | A power of attorney must be dated and signed by the principal or in | |
| 321 | - | the principal's conscious physical presence by another individual | |
| 322 | - | directed by the principal to sign the principal's name on the power of | |
| 323 | - | attorney and witnessed by two witnesses. A signature on a power of | |
| 324 | - | attorney is presumed to be genuine if the principal acknowledges the | |
| 325 | - | signature before a notary public, a commissioner of the Superior Court | |
| 326 | - | or other individual authorized by law to take acknowledgments. | |
| 327 | - | Sec. 9. Subsection (a) of section 47-5 of the general statutes is repealed | |
| 328 | - | and the following is substituted in lieu thereof (Effective October 1, 2021): | |
| 329 | - | (a) All conveyances of land shall be: (1) In writing; (2) if the grantor | |
| 330 | - | is (A) a natural person, subscribed, with or without a seal, by the grantor | |
| 331 | - | with his own hand or with his mark with his name annexed to it or by | |
| 332 | - | his agent authorized for that purpose by a power (i) executed, | |
| 333 | - | acknowledged and witnessed in the manner provided for conveyances, | |
| 334 | - | or [, if the grantor is] (ii) executed, acknowledged and witnessed in the | |
| 335 | - | same manner provided for in section 1-350d, as amended by this act, | |
| 336 | - | and subsection (a) of section 1-350r; or (B) a corporation, limited liability | |
| 337 | - | company or partnership, subscribed by a duly authorized person; (3) | |
| 338 | - | acknowledged by the grantor, his agent or such duly authorized person | |
| 339 | - | (A) to be his free act and deed, or (B) in any manner permitted under | |
| 340 | - | chapter 6 or chapter 8; and (4) attested to by two witnesses with their | |
| 341 | - | own hands. | |
| 342 | - | Sec. 10. Subsection (b) of section 33-695 of the general statutes is | |
| 343 | - | repealed and the following is substituted in lieu thereof (Effective from | |
| 344 | - | passage): Substitute Senate Bill No. 986 | |
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| 252 | + | R01-SB.docx } | |
| 253 | + | 8 of 25 | |
| 345 | 254 | ||
| 346 | - | Public Act No. 21-39 12 of 26 | |
| 255 | + | of the United States, as amended from time to time, and the regulations 192 | |
| 256 | + | thereunder, as in effect on January 1, 2020; [or] 193 | |
| 257 | + | (3) A power, whether mandatory or discretionary, held by the trustee 194 | |
| 258 | + | of the trust, including a power held by the beneficiary as the sole trustee 195 | |
| 259 | + | or a cotrustee of the trust, to make distributions to or for the benefit of a 196 | |
| 260 | + | person who the beneficiary has an obligation to support, if the power is 197 | |
| 261 | + | exercisable by the trustee only in accordance with an ascertainable 198 | |
| 262 | + | standard relating to such person's individual health, education, support 199 | |
| 263 | + | or maintenance within the meaning of Section 2041(b)(1)(A) or 200 | |
| 264 | + | 2514(c)(1) of the Internal Revenue Code of 1986, or any subsequent 201 | |
| 265 | + | corresponding internal revenue code of the United States, as amended 202 | |
| 266 | + | from time to time, and the regulations thereunder, as in effect on 203 | |
| 267 | + | January 1, 2020; [.] or 204 | |
| 268 | + | (4) A power of withdrawal that has lapsed or been waived or released 205 | |
| 269 | + | over all or any part of the trust property. 206 | |
| 270 | + | Sec. 6. Subdivision (10) of section 45a-487k of the general statutes is 207 | |
| 271 | + | repealed and the following is substituted in lieu thereof (Effective January 208 | |
| 272 | + | 1, 2022): 209 | |
| 273 | + | (10) "Trust instrument" means an instrument, in writing, appointing 210 | |
| 274 | + | at least one qualified trustee for the property that is the subject of a 211 | |
| 275 | + | disposition, which instrument: 212 | |
| 276 | + | (A) Expressly provides that the laws of this state govern the validity, 213 | |
| 277 | + | construction and administration of the trust; 214 | |
| 278 | + | (B) Is irrevocable; and 215 | |
| 279 | + | (C) Provides that the interest of the transferor or other beneficiary in 216 | |
| 280 | + | the trust property or the income from the trust property may not be 217 | |
| 281 | + | transferred, assigned, pledged or mortgaged, whether voluntarily or 218 | |
| 282 | + | involuntarily, before the qualified trustee or qualified trustees actually 219 | |
| 283 | + | distribute the property or income from the trust property to or for the 220 | |
| 284 | + | benefit of the beneficiary, and the provision of the trust instrument shall 221 Substitute Bill No. 986 | |
| 347 | 285 | ||
| 348 | - | (b) [Annual shareholders' meetings] Unless the board of directors | |
| 349 | - | determines that an annual shareholders' meeting shall be held solely by | |
| 350 | - | means of remote communication in accordance with subsection (c) of | |
| 351 | - | section 33-703, as amended by this act, such meeting (1) may be held in | |
| 352 | - | or out of this state at the place stated in or fixed in accordance with the | |
| 353 | - | bylaws, [. If] or (2) if no place is stated in or fixed in accordance with the | |
| 354 | - | bylaws, annual meetings shall be held at the corporation's principal | |
| 355 | - | office. | |
| 356 | - | Sec. 11. Subsections (a) to (c), inclusive, of section 33-696 of the | |
| 357 | - | general statutes are repealed and the following is substituted in lieu | |
| 358 | - | thereof (Effective from passage): | |
| 359 | - | (a) A corporation shall hold a special meeting of shareholders: (1) On | |
| 360 | - | call of its board of directors or the person or persons authorized to do so | |
| 361 | - | by the certificate of incorporation or bylaws; or (2) if the holders of at | |
| 362 | - | least ten per cent of all the votes entitled to be cast on any issue proposed | |
| 363 | - | to be considered at the proposed special meeting sign, date and deliver | |
| 364 | - | to the corporation's secretary one or more written demands for the | |
| 365 | - | meeting describing the purpose or purposes for which it is to be held, | |
| 366 | - | except that if the corporation has a class of voting stock registered | |
| 367 | - | pursuant to Section 12 of the Securities Exchange Act of 1934, as | |
| 368 | - | amended from time to time, and no person held ten per cent or more of | |
| 369 | - | [such votes] all the votes entitled to be cast by the holders of such class | |
| 370 | - | of voting stock on February 1, 1988, the corporation need not hold such | |
| 371 | - | meeting except upon demand of the holders of not less than thirty-five | |
| 372 | - | per cent of such votes. | |
| 373 | - | (b) If not otherwise fixed under section 33-697 or 33-701, as amended | |
| 374 | - | by this act, the record date for determining shareholders entitled to | |
| 375 | - | demand a special meeting is the date the first shareholder signs the | |
| 376 | - | demand. | |
| 377 | - | (c) [Special shareholders' meetings] Unless the board of directors Substitute Senate Bill No. 986 | |
| 378 | 286 | ||
| 379 | - | Public Act No. 21-39 13 of 26 | |
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| 291 | + | be deemed to be a restriction on the transfer of the transferor's beneficial 222 | |
| 292 | + | interest in the trust that is enforceable under applicable nonbankruptcy 223 | |
| 293 | + | law within the meaning of 11 USC 541(c)(2), as amended from time to 224 | |
| 294 | + | time. 225 | |
| 295 | + | Sec. 7. Section 45a-491 of the general statutes is repealed and the 226 | |
| 296 | + | following is substituted in lieu thereof (Effective from passage and 227 | |
| 297 | + | applicable to any trust created on or after January 1, 2020): 228 | |
| 298 | + | (a) A nonvested property interest is invalid unless: (1) When the 229 | |
| 299 | + | interest is created, it is certain to vest or terminate no later than twenty-230 | |
| 300 | + | one years after the death of an individual then alive; or (2) the interest 231 | |
| 301 | + | either vests or terminates within ninety years after its creation. 232 | |
| 302 | + | (b) A general power of appointment not presently exercisable 233 | |
| 303 | + | because of a condition precedent is invalid unless: (1) When the power 234 | |
| 304 | + | is created, the condition precedent is certain to be satisfied or become 235 | |
| 305 | + | impossible to satisfy no later than twenty-one years after the death of an 236 | |
| 306 | + | individual then alive; or (2) the condition precedent either is satisfied or 237 | |
| 307 | + | becomes impossible to satisfy within ninety years after its creation. 238 | |
| 308 | + | (c) A nongeneral power of appointment or a general testamentary 239 | |
| 309 | + | power of appointment is invalid unless: (1) When the power is created, 240 | |
| 310 | + | it is certain to be irrevocably exercised or otherwise to terminate no later 241 | |
| 311 | + | than twenty-one years after the death of an individual then alive; or (2) 242 | |
| 312 | + | the power is irrevocably exercised or otherwise terminates within ninety 243 | |
| 313 | + | years after its creation. 244 | |
| 314 | + | (d) In determining whether a nonvested property interest or a power 245 | |
| 315 | + | of appointment is valid under subdivision (1) of subsection (a), (b) or (c) 246 | |
| 316 | + | of this section, the possibility that a child will be born to an individual 247 | |
| 317 | + | after the individual's death is disregarded. 248 | |
| 318 | + | (e) If, in measuring a period from the creation of a trust or other 249 | |
| 319 | + | property arrangement, language in a governing instrument (1) seeks to 250 | |
| 320 | + | disallow the vesting or termination of any interest or trust beyond, (2) 251 | |
| 321 | + | seeks to postpone the vesting or termination of any interest or trust 252 Substitute Bill No. 986 | |
| 412 | 322 | ||
| 413 | - | Public Act No. 21-39 14 of 26 | |
| 414 | 323 | ||
| 415 | - | represented at the meeting constitute a quorum for action on those | |
| 416 | - | matters, and enter other orders necessary to accomplish the purpose or | |
| 417 | - | purposes of the meeting. The court may order the meeting to be held | |
| 418 | - | solely by means of remote communication in compliance with section | |
| 419 | - | 33-703, as amended by this act, subject to such guidelines and | |
| 420 | - | procedures as the court may order, including implementation of the | |
| 421 | - | measures specified in subsection (b) of said section. | |
| 422 | - | Sec. 13. Section 33-699 of the general statutes is repealed and the | |
| 423 | - | following is substituted in lieu thereof (Effective from passage): | |
| 424 | - | (a) A corporation shall notify shareholders of the date [,] and time | |
| 425 | - | [and place] of each annual and special shareholders' meeting and, if the | |
| 426 | - | meeting is to be held at a place, the place of such meeting, no fewer than | |
| 427 | - | ten nor more than sixty days before the meeting date. The notice shall | |
| 428 | - | include the record date for determining the shareholders entitled to vote | |
| 429 | - | at the meeting, if such date is different than the record date for | |
| 430 | - | determining shareholders entitled to notice of the meeting. If the board | |
| 431 | - | of directors has authorized participation by means of remote | |
| 432 | - | communication pursuant to section 33-703, as amended by this act, for | |
| 433 | - | any class or series of shareholders, the notice to such class or series of | |
| 434 | - | shareholders shall describe the means of remote communication to be | |
| 435 | - | used. Unless sections 33-600 to 33-998, inclusive, or the certificate of | |
| 436 | - | incorporation requires otherwise, the corporation is required to give | |
| 437 | - | notice only to shareholders entitled to vote at the meeting as of the | |
| 438 | - | record date for determining the shareholders entitled to notice of the | |
| 439 | - | meeting. | |
| 440 | - | (b) Unless sections 33-600 to 33-998, inclusive, or the certificate of | |
| 441 | - | incorporation requires otherwise, notice of an annual meeting need not | |
| 442 | - | include a description of the purpose or purposes for which the meeting | |
| 443 | - | is called. | |
| 444 | - | (c) Notice of a special shareholders' meeting shall include a Substitute Senate Bill No. 986 | |
| 324 | + | LCO {\\PRDFS1\SCOUSERS\FORZANOF\WS\2021SB-00986- | |
| 325 | + | R01-SB.docx } | |
| 326 | + | 10 of 25 | |
| 445 | 327 | ||
| 446 | - | Public Act No. 21-39 15 of 26 | |
| 328 | + | until, or (3) seeks to operate in effect in any similar fashion upon, the 253 | |
| 329 | + | later of (A) the expiration of a period of time not exceeding twenty-one 254 | |
| 330 | + | years after the death of the survivor of specified lives in being at the 255 | |
| 331 | + | creation of the trust or other property arrangement or (B) the expiration 256 | |
| 332 | + | of a period of time that exceeds or might exceed twenty-one years after 257 | |
| 333 | + | the death of the survivor of lives in being at the creation of the trust or 258 | |
| 334 | + | other property arrangement, that language is inoperative to the extent 259 | |
| 335 | + | it produces a period of time that exceeds twenty-one years after the 260 | |
| 336 | + | death of the survivor described in subparagraph (A) of this subsection. 261 | |
| 337 | + | Nothing in this subsection shall affect the validity of the other 262 | |
| 338 | + | provisions of the trust or other property arrangement or of the 263 | |
| 339 | + | governing instrument. 264 | |
| 340 | + | (f) With respect to any trust created on or after January 1, 2020, this 265 | |
| 341 | + | section and sections 45a-492 to 45a-495, inclusive, shall apply to a 266 | |
| 342 | + | nonvested property interest or power of appointment contained in a 267 | |
| 343 | + | trust by substituting "eight hundred years" in place of "ninety years" in 268 | |
| 344 | + | each place such term appears in this section and sections 45a-492 to 45a-269 | |
| 345 | + | 495, inclusive, unless the terms of the trust expressly require that all 270 | |
| 346 | + | beneficial interests in the trust vest or terminate within a lesser period. 271 | |
| 347 | + | Sec. 8. Section 1-350d of the general statutes is repealed and the 272 | |
| 348 | + | following is substituted in lieu thereof (Effective October 1, 2021): 273 | |
| 349 | + | A power of attorney must be dated and signed by the principal or in 274 | |
| 350 | + | the principal's conscious physical presence by another individual 275 | |
| 351 | + | directed by the principal to sign the principal's name on the power of 276 | |
| 352 | + | attorney and witnessed by two witnesses. A signature on a power of 277 | |
| 353 | + | attorney is presumed to be genuine if the principal acknowledges the 278 | |
| 354 | + | signature before a notary public, a commissioner of the Superior Court 279 | |
| 355 | + | or other individual authorized by law to take acknowledgments. 280 | |
| 356 | + | Sec. 9. Subsection (a) of section 47-5 of the general statutes is repealed 281 | |
| 357 | + | and the following is substituted in lieu thereof (Effective October 1, 2021): 282 | |
| 358 | + | (a) All conveyances of land shall be: (1) In writing; (2) if the grantor 283 Substitute Bill No. 986 | |
| 447 | 359 | ||
| 448 | - | description of the purpose or purposes for which the meeting is called. | |
| 449 | - | (d) If not otherwise fixed under section 33-697 or 33-701, as amended | |
| 450 | - | by this act, the record date for determining shareholders entitled to | |
| 451 | - | notice of and to vote at an annual or special shareholders' meeting is the | |
| 452 | - | day before the first notice is delivered to shareholders. | |
| 453 | - | (e) Unless the bylaws require otherwise, if an annual or special | |
| 454 | - | shareholders' meeting is adjourned to a different date, time or place, if | |
| 455 | - | any, notice need not be given of the new date, time or place, if any, if the | |
| 456 | - | new date, time or place, if any, is announced at the meeting before | |
| 457 | - | adjournment. If a new record date for the adjourned meeting is or must | |
| 458 | - | be fixed under section 33-701, however, notice of the adjourned meeting | |
| 459 | - | must be given under this section to shareholders entitled to vote at such | |
| 460 | - | adjourned meeting as of the record date fixed for notice of such | |
| 461 | - | adjourned meeting. | |
| 462 | - | Sec. 14. Section 33-703 of the general statutes is repealed and the | |
| 463 | - | following is substituted in lieu thereof (Effective from passage): | |
| 464 | - | (a) Shareholders of any class or series may participate in any meeting | |
| 465 | - | of shareholders by means of remote communication to the extent the | |
| 466 | - | board of directors authorizes such participation for such class or series. | |
| 467 | - | Participation by means of remote communication shall be subject to | |
| 468 | - | such guidelines and procedures as the board of directors adopts, and | |
| 469 | - | shall be in conformity with subsection (b) of this section. | |
| 470 | - | (b) Shareholders participating in a shareholders' meeting by means | |
| 471 | - | of remote communication shall be deemed present and may vote at such | |
| 472 | - | a meeting if the corporation has implemented reasonable measures: (1) | |
| 473 | - | To verify that each person participating remotely is a shareholder, and | |
| 474 | - | (2) to provide such shareholders a reasonable opportunity to participate | |
| 475 | - | in the meeting and to vote on matters submitted to the shareholders, | |
| 476 | - | including an opportunity to communicate, and to read or hear the Substitute Senate Bill No. 986 | |
| 477 | 360 | ||
| 478 | - | Public Act No. 21-39 16 of 26 | |
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| 479 | 364 | ||
| 480 | - | proceedings of the meeting, substantially concurrent with such | |
| 481 | - | proceedings. | |
| 482 | - | (c) Unless the bylaws require the meeting of shareholders to be held | |
| 483 | - | at a place, the board of directors may determine that any meeting of | |
| 484 | - | shareholders shall not be held at any place and shall instead be held | |
| 485 | - | solely by means of remote communication, provided the corporation | |
| 486 | - | implements the measures specified in subsection (b) of this section. | |
| 487 | - | Sec. 15. Section 33-704 of the general statutes is repealed and the | |
| 488 | - | following is substituted in lieu thereof (Effective from passage): | |
| 489 | - | (a) After fixing a record date for a meeting, a corporation shall | |
| 490 | - | prepare an alphabetical list of the names of all its shareholders who are | |
| 491 | - | entitled to notice of a shareholders' meeting. If the board of directors | |
| 492 | - | fixes a different record date under subsection (e) of section 33-701 to | |
| 493 | - | determine the shareholders entitled to vote at the meeting, a corporation | |
| 494 | - | also shall prepare an alphabetical list of the names of all its shareholders | |
| 495 | - | who are entitled to vote at the meeting. A list shall be arranged by voting | |
| 496 | - | group, and within each voting group by class or series of shares, and | |
| 497 | - | show the address of and number of shares held by each shareholder. | |
| 498 | - | (b) The shareholders' list for notice shall be available for inspection | |
| 499 | - | by any shareholder, beginning two business days after notice of the | |
| 500 | - | meeting is given for which the list was prepared and continuing through | |
| 501 | - | the meeting, (1) at the corporation's principal office or at a place | |
| 502 | - | identified in the meeting notice in the city where the meeting will be | |
| 503 | - | held, or (2) on a reasonably accessible electronic network, provided the | |
| 504 | - | information required to gain access to such list is provided with the | |
| 505 | - | notice of the meeting. In the event that the corporation makes the list | |
| 506 | - | available on an electronic network, the corporation may take reasonable | |
| 507 | - | steps to ensure that such information is available only to shareholders | |
| 508 | - | of the corporation. A shareholders' list for voting must be similarly | |
| 509 | - | available for inspection promptly after the record date for voting. A Substitute Senate Bill No. 986 | |
| 365 | + | is (A) a natural person, subscribed, with or without a seal, by the grantor 284 | |
| 366 | + | with his own hand or with his mark with his name annexed to it or by 285 | |
| 367 | + | his agent authorized for that purpose by a power (i) executed, 286 | |
| 368 | + | acknowledged and witnessed in the manner provided for conveyances, 287 | |
| 369 | + | or [, if the grantor is] (ii) executed, acknowledged and witnessed in the 288 | |
| 370 | + | same manner provided for in section 1-350d, as amended by this act, 289 | |
| 371 | + | and subsection (a) of section 1-350r; or (B) a corporation, limited liability 290 | |
| 372 | + | company or partnership, subscribed by a duly authorized person; (3) 291 | |
| 373 | + | acknowledged by the grantor, his agent or such duly authorized person 292 | |
| 374 | + | (A) to be his free act and deed, or (B) in any manner permitted under 293 | |
| 375 | + | chapter 6 or chapter 8; and (4) attested to by two witnesses with their 294 | |
| 376 | + | own hands. 295 | |
| 377 | + | Sec. 10. Subsection (b) of section 33-695 of the general statutes is 296 | |
| 378 | + | repealed and the following is substituted in lieu thereof (Effective from 297 | |
| 379 | + | passage): 298 | |
| 380 | + | (b) [Annual shareholders' meetings] Unless the board of directors 299 | |
| 381 | + | determines that an annual shareholders' meeting shall be held solely by 300 | |
| 382 | + | means of remote communication in accordance with subsection (c) of 301 | |
| 383 | + | section 33-703, as amended by this act, such meeting (1) may be held in 302 | |
| 384 | + | or out of this state at the place stated in or fixed in accordance with the 303 | |
| 385 | + | bylaws, [. If] or (2) if no place is stated in or fixed in accordance with the 304 | |
| 386 | + | bylaws, annual meetings shall be held at the corporation's principal 305 | |
| 387 | + | office. 306 | |
| 388 | + | Sec. 11. Subsections (a) to (c), inclusive, of section 33-696 of the 307 | |
| 389 | + | general statutes are repealed and the following is substituted in lieu 308 | |
| 390 | + | thereof (Effective from passage): 309 | |
| 391 | + | (a) A corporation shall hold a special meeting of shareholders: (1) On 310 | |
| 392 | + | call of its board of directors or the person or persons authorized to do so 311 | |
| 393 | + | by the certificate of incorporation or bylaws; or (2) if the holders of at 312 | |
| 394 | + | least ten per cent of all the votes entitled to be cast on any issue proposed 313 | |
| 395 | + | to be considered at the proposed special meeting sign, date and deliver 314 | |
| 396 | + | to the corporation's secretary one or more written demands for the 315 Substitute Bill No. 986 | |
| 510 | 397 | ||
| 511 | - | Public Act No. 21-39 17 of 26 | |
| 512 | 398 | ||
| 513 | - | shareholder, his agent or attorney is entitled on written demand to | |
| 514 | - | inspect and, subject to the requirements of subsection (d) of section 33- | |
| 515 | - | 946, to copy a list, during regular business hours and at his expense, | |
| 516 | - | during the period it is available for inspection. | |
| 517 | - | (c) [The] If the meeting is to be held at a place, the corporation shall | |
| 518 | - | make the list of shareholders entitled to vote available [at] during the | |
| 519 | - | meeting, and any shareholder, his agent or attorney is entitled to inspect | |
| 520 | - | the list at any time during the meeting or any adjournment. If the | |
| 521 | - | meeting is to be held solely by means of remote communication, such | |
| 522 | - | list shall be open to inspection during the meeting on a reasonably | |
| 523 | - | accessible electronic network, and the information required to access | |
| 524 | - | such list shall be provided with the notice of the meeting. | |
| 525 | - | (d) If the corporation refuses to allow a shareholder or his agent or | |
| 526 | - | attorney to inspect a shareholders' list before or at the meeting, or copy | |
| 527 | - | a list as permitted by subsection (b) of this section, the superior court for | |
| 528 | - | the judicial district where a corporation's principal office or, if none in | |
| 529 | - | this state, its registered office, is located, on application of the | |
| 530 | - | shareholder, may summarily order the inspection or copying at the | |
| 531 | - | corporation's expense and may postpone the meeting for which the list | |
| 532 | - | was prepared until the inspection or copying is complete. | |
| 533 | - | (e) Refusal or failure to prepare or make available a shareholders' list | |
| 534 | - | does not affect the validity of action taken at the meeting. | |
| 535 | - | Sec. 16. Section 33-808 of the general statutes is repealed and the | |
| 536 | - | following is substituted in lieu thereof (Effective from passage): | |
| 537 | - | (a) A bylaw that fixes a greater quorum or voting requirement for the | |
| 538 | - | board of directors or that requires a meeting of shareholders to be held | |
| 539 | - | at a place may be amended or repealed: (1) If originally adopted by the | |
| 540 | - | shareholders, only by the shareholders; (2) if originally adopted by the | |
| 541 | - | incorporator or incorporators or by the board of directors, either by the Substitute Senate Bill No. 986 | |
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| 542 | 402 | ||
| 543 | - | Public Act No. 21-39 18 of 26 | |
| 403 | + | meeting describing the purpose or purposes for which it is to be held, 316 | |
| 404 | + | except that if the corporation has a class of voting stock registered 317 | |
| 405 | + | pursuant to Section 12 of the Securities Exchange Act of 1934, as 318 | |
| 406 | + | amended from time to time, and no person held ten per cent or more of 319 | |
| 407 | + | [such votes] all the votes entitled to be cast by the holders of such class 320 | |
| 408 | + | of voting stock on February 1, 1988, the corporation need not hold such 321 | |
| 409 | + | meeting except upon demand of the holders of not less than thirty-five 322 | |
| 410 | + | per cent of such votes. 323 | |
| 411 | + | (b) If not otherwise fixed under section 33-697 or 33-701, as amended 324 | |
| 412 | + | by this act, the record date for determining shareholders entitled to 325 | |
| 413 | + | demand a special meeting is the date the first shareholder signs the 326 | |
| 414 | + | demand. 327 | |
| 415 | + | (c) [Special shareholders' meetings] Unless the board of directors 328 | |
| 416 | + | determines that a special shareholders' meeting shall be held solely by 329 | |
| 417 | + | means of remote communication in accordance with subsection (c) of 330 | |
| 418 | + | section 33-703, as amended by this act, such meeting (1) may be held in 331 | |
| 419 | + | or out of this state at the place stated in or fixed in accordance with the 332 | |
| 420 | + | bylaws, [. If] or (2) if no place is stated or fixed in accordance with the 333 | |
| 421 | + | bylaws, special meetings shall be held at the corporation's principal 334 | |
| 422 | + | office. 335 | |
| 423 | + | Sec. 12. Section 33-697 of the general statutes is repealed and the 336 | |
| 424 | + | following is substituted in lieu thereof (Effective from passage): 337 | |
| 425 | + | (a) The superior court for the judicial district where a corporation's 338 | |
| 426 | + | principal office or, if none in this state, its registered office is located may 339 | |
| 427 | + | summarily order a meeting to be held: (1) On application of any 340 | |
| 428 | + | shareholder of the corporation entitled to participate in an annual 341 | |
| 429 | + | meeting if an annual meeting was not held or action by written consent 342 | |
| 430 | + | in lieu thereof did not become effective within the earlier of six months 343 | |
| 431 | + | after the end of the corporation's fiscal year or fifteen months after its 344 | |
| 432 | + | last annual meeting; or (2) on application of a shareholder who signed a 345 | |
| 433 | + | demand for a special meeting valid under section 33-696, as amended 346 | |
| 434 | + | by this act, if: (A) Notice of the special meeting was not given within 347 Substitute Bill No. 986 | |
| 544 | 435 | ||
| 545 | - | shareholders or by the board of directors. | |
| 546 | - | (b) A bylaw adopted or amended by the shareholders that fixes a | |
| 547 | - | greater quorum or voting requirement for the board of directors may | |
| 548 | - | provide that it may be amended or repealed only by a specified vote of | |
| 549 | - | either the shareholders or the board of directors. | |
| 550 | - | (c) Action by the board of directors under subdivision (2) of | |
| 551 | - | subsection (a) of this section to adopt or amend a bylaw that changes the | |
| 552 | - | quorum or voting requirement for the board of directors must meet the | |
| 553 | - | same quorum requirement and be adopted by the same vote required to | |
| 554 | - | take action under the quorum and voting requirement then in effect or | |
| 555 | - | proposed to be adopted, whichever is greater. | |
| 556 | - | Sec. 17. Section 33-1061 of the general statutes is repealed and the | |
| 557 | - | following is substituted in lieu thereof (Effective from passage): | |
| 558 | - | (a) A corporation that has members entitled to vote for the election of | |
| 559 | - | directors shall hold a meeting of such members annually at a time stated | |
| 560 | - | in or fixed in accordance with the bylaws. | |
| 561 | - | (b) [Annual meetings of members] Unless the board of directors | |
| 562 | - | determines that an annual meeting of members shall be held solely by | |
| 563 | - | means of remote communication in accordance with the provisions of | |
| 564 | - | subsection (c) of section 22 of this act, such meeting (1) may be held in | |
| 565 | - | or out of this state at the place stated in or fixed in accordance with the | |
| 566 | - | bylaws, [. If] or (2) if no place is stated in or fixed in accordance with the | |
| 567 | - | bylaws, annual meetings shall be held at the corporation's principal | |
| 568 | - | office. | |
| 569 | - | (c) A corporation that has members entitled to vote may hold regular | |
| 570 | - | meetings of such members in or out of this state at the places and times | |
| 571 | - | stated in or fixed in accordance with the bylaws. | |
| 572 | - | (d) The failure to hold an annual or regular meeting at the time stated Substitute Senate Bill No. 986 | |
| 573 | 436 | ||
| 574 | - | Public Act No. 21-39 19 of 26 | |
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| 575 | 440 | ||
| 576 | - | in or fixed in accordance with a corporation's bylaws does not affect the | |
| 577 | - | validity of any corporate action. | |
| 578 | - | Sec. 18. Section 33-1062 of the general statutes is repealed and the | |
| 579 | - | following is substituted in lieu thereof (Effective from passage): | |
| 580 | - | (a) A corporation that has members entitled to vote shall hold a | |
| 581 | - | special meeting of members entitled to vote at the meeting: (1) On call | |
| 582 | - | of its board of directors or the person or persons authorized to do so by | |
| 583 | - | the certificate of incorporation or the bylaws; or (2) if the members | |
| 584 | - | holding at least five per cent, or such other number or proportion as | |
| 585 | - | shall be provided in the bylaws, of all the votes entitled to be cast on any | |
| 586 | - | issue proposed to be considered at the proposed special meeting sign, | |
| 587 | - | date and deliver to the corporation one or more written demands for the | |
| 588 | - | meeting describing the purpose or purposes for which it is to be held. If | |
| 589 | - | a call for such a special meeting is not issued within fifteen days after | |
| 590 | - | receipt of such members' request, such members may call the meeting. | |
| 591 | - | (b) If not otherwise fixed under section 33-1063 or 33-1067, as | |
| 592 | - | amended by this act, the record date for determining members entitled | |
| 593 | - | to demand a special meeting is the date the first member signs the | |
| 594 | - | demand. | |
| 595 | - | (c) [Special meetings of members] Unless the board of directors | |
| 596 | - | determines that a special meeting of members shall be held solely by | |
| 597 | - | remote communication in accordance with the provisions of subsection | |
| 598 | - | (c) of section 22 of this act, such meeting (1) may be held in or out of this | |
| 599 | - | state at the place stated in or fixed in accordance with the bylaws, [. If] | |
| 600 | - | or (2) if no place is stated or fixed in accordance with the bylaws, special | |
| 601 | - | meetings shall be held at the corporation's principal office. | |
| 602 | - | (d) Only business within the purpose or purposes described in the | |
| 603 | - | meeting notice required by subsection (c) of section 33-1065, as amended | |
| 604 | - | by this act, may be conducted at a special meeting of members. Substitute Senate Bill No. 986 | |
| 441 | + | thirty days after the date the demand was delivered to the corporation's 348 | |
| 442 | + | secretary; or (B) the special meeting was not held in accordance with the 349 | |
| 443 | + | notice. 350 | |
| 444 | + | (b) [The] Unless the bylaws require a meeting of shareholders to be 351 | |
| 445 | + | held at a place, the court may fix the time [and] of the meeting, 352 | |
| 446 | + | determine whether the meeting will be held at a place or solely by 353 | |
| 447 | + | remote communication, and, if the meeting is to be held at a place, the 354 | |
| 448 | + | place of the meeting, determine the shares entitled to participate in the 355 | |
| 449 | + | meeting, specify a record date or dates for determining shareholders 356 | |
| 450 | + | entitled to notice of and to vote at the meeting, prescribe the form and 357 | |
| 451 | + | content of the meeting notice, fix the quorum required for specific 358 | |
| 452 | + | matters to be considered at the meeting, or direct that the votes 359 | |
| 453 | + | represented at the meeting constitute a quorum for action on those 360 | |
| 454 | + | matters, and enter other orders necessary to accomplish the purpose or 361 | |
| 455 | + | purposes of the meeting. The court may order the meeting to be held 362 | |
| 456 | + | solely by means of remote communication in compliance with section 363 | |
| 457 | + | 33-703, as amended by this act, subject to such guidelines and 364 | |
| 458 | + | procedures as the court may order, including implementation of the 365 | |
| 459 | + | measures specified in subsection (b) of said section. 366 | |
| 460 | + | Sec. 13. Section 33-699 of the general statutes is repealed and the 367 | |
| 461 | + | following is substituted in lieu thereof (Effective from passage): 368 | |
| 462 | + | (a) A corporation shall notify shareholders of the date [,] and time 369 | |
| 463 | + | [and place] of each annual and special shareholders' meeting and, if the 370 | |
| 464 | + | meeting is to be held at a place, the place of such meeting, no fewer than 371 | |
| 465 | + | ten nor more than sixty days before the meeting date. The notice shall 372 | |
| 466 | + | include the record date for determining the shareholders entitled to vote 373 | |
| 467 | + | at the meeting, if such date is different than the record date for 374 | |
| 468 | + | determining shareholders entitled to notice of the meeting. If the board 375 | |
| 469 | + | of directors has authorized participation by means of remote 376 | |
| 470 | + | communication pursuant to section 33-703, as amended by this act, for 377 | |
| 471 | + | any class or series of shareholders, the notice to such class or series of 378 | |
| 472 | + | shareholders shall describe the means of remote communication to be 379 | |
| 473 | + | used. Unless sections 33-600 to 33-998, inclusive, or the certificate of 380 Substitute Bill No. 986 | |
| 605 | 474 | ||
| 606 | - | Public Act No. 21-39 20 of 26 | |
| 607 | 475 | ||
| 608 | - | Sec. 19. Section 33-1063 of the general statutes is repealed and the | |
| 609 | - | following is substituted in lieu thereof (Effective from passage): | |
| 610 | - | (a) The superior court for the judicial district where a corporation's | |
| 611 | - | principal office or, if none in this state, its registered office is located may | |
| 612 | - | summarily order a meeting to be held: (1) On application of any member | |
| 613 | - | entitled to vote at an annual meeting if an annual meeting was not held | |
| 614 | - | within the earlier of six months after the end of the corporation's fiscal | |
| 615 | - | year or fifteen months after its last annual meeting; or (2) on application | |
| 616 | - | of a member who signed a demand for a special meeting valid under | |
| 617 | - | section 33-1062, as amended by this act, if: (A) Notice of the special | |
| 618 | - | meeting was not given within thirty days after the date the demand was | |
| 619 | - | delivered to the corporation's secretary; or (B) the special meeting was | |
| 620 | - | not held in accordance with the notice. | |
| 621 | - | (b) [The] Unless the bylaws require a meeting of members to be held | |
| 622 | - | at a place, the court may fix the time [and] of the meeting and, if the | |
| 623 | - | meeting is to be held at a place, the place of the meeting, determine the | |
| 624 | - | members entitled to vote at the meeting, specify a record date for | |
| 625 | - | determining members entitled to notice of and to vote at the meeting, | |
| 626 | - | prescribe the form and content of the meeting notice, fix the quorum | |
| 627 | - | required for specific matters to be considered at the meeting, or direct | |
| 628 | - | that the votes represented at the meeting constitute a quorum for action | |
| 629 | - | on those matters, and enter other orders necessary to accomplish the | |
| 630 | - | purpose or purposes of the meeting. The court may order the meeting | |
| 631 | - | to be held solely by means of remote communication in compliance with | |
| 632 | - | section 22 of this act, subject to such guidelines and procedures as the | |
| 633 | - | court may order, including implementation of the measures specified in | |
| 634 | - | subsection (b) of said section. | |
| 635 | - | Sec. 20. Section 33-1064 of the general statutes is repealed and the | |
| 636 | - | following is substituted in lieu thereof (Effective from passage): | |
| 637 | - | (a) Any action which, under any provision of sections 33-1000 to 33- Substitute Senate Bill No. 986 | |
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| 478 | + | 14 of 25 | |
| 638 | 479 | ||
| 639 | - | Public Act No. 21-39 21 of 26 | |
| 480 | + | incorporation requires otherwise, the corporation is required to give 381 | |
| 481 | + | notice only to shareholders entitled to vote at the meeting as of the 382 | |
| 482 | + | record date for determining the shareholders entitled to notice of the 383 | |
| 483 | + | meeting. 384 | |
| 484 | + | (b) Unless sections 33-600 to 33-998, inclusive, or the certificate of 385 | |
| 485 | + | incorporation requires otherwise, notice of an annual meeting need not 386 | |
| 486 | + | include a description of the purpose or purposes for which the meeting 387 | |
| 487 | + | is called. 388 | |
| 488 | + | (c) Notice of a special shareholders' meeting shall include a 389 | |
| 489 | + | description of the purpose or purposes for which the meeting is called. 390 | |
| 490 | + | (d) If not otherwise fixed under section 33-697 or 33-701, as amended 391 | |
| 491 | + | by this act, the record date for determining shareholders entitled to 392 | |
| 492 | + | notice of and to vote at an annual or special shareholders' meeting is the 393 | |
| 493 | + | day before the first notice is delivered to shareholders. 394 | |
| 494 | + | (e) Unless the bylaws require otherwise, if an annual or special 395 | |
| 495 | + | shareholders' meeting is adjourned to a different date, time or place, if 396 | |
| 496 | + | any, notice need not be given of the new date, time or place, if any, if the 397 | |
| 497 | + | new date, time or place, if any, is announced at the meeting before 398 | |
| 498 | + | adjournment. If a new record date for the adjourned meeting is or must 399 | |
| 499 | + | be fixed under section 33-701, however, notice of the adjourned meeting 400 | |
| 500 | + | must be given under this section to shareholders entitled to vote at such 401 | |
| 501 | + | adjourned meeting as of the record date fixed for notice of such 402 | |
| 502 | + | adjourned meeting. 403 | |
| 503 | + | Sec. 14. Section 33-703 of the general statutes is repealed and the 404 | |
| 504 | + | following is substituted in lieu thereof (Effective from passage): 405 | |
| 505 | + | (a) Shareholders of any class or series may participate in any meeting 406 | |
| 506 | + | of shareholders by means of remote communication to the extent the 407 | |
| 507 | + | board of directors authorizes such participation for such class or series. 408 | |
| 508 | + | Participation by means of remote communication shall be subject to 409 | |
| 509 | + | such guidelines and procedures as the board of directors adopts, and 410 | |
| 510 | + | shall be in conformity with subsection (b) of this section. 411 Substitute Bill No. 986 | |
| 640 | 511 | ||
| 641 | - | 1290, inclusive, may be taken at a meeting of members may be taken | |
| 642 | - | without a meeting by one or more consents in writing, setting forth the | |
| 643 | - | action so taken or to be taken, signed by all of the persons who would | |
| 644 | - | be entitled to vote upon such action at a meeting, or by their duly | |
| 645 | - | authorized attorneys which action for purposes of this subsection shall | |
| 646 | - | be referred to as "unanimous written consent". The secretary shall file | |
| 647 | - | such consent or consents, or certify the tabulation of such consents and | |
| 648 | - | file such certificate, with the minutes of the meetings of the members. A | |
| 649 | - | unanimous written consent shall have the same force and effect as a vote | |
| 650 | - | of the members at a meeting duly held, and may be stated as such in any | |
| 651 | - | certificate or document filed under sections 33-1000 to 33-1290, | |
| 652 | - | inclusive. | |
| 653 | - | (b) [Where directors or officers are to be elected by members or any | |
| 654 | - | other action is to be voted upon by members, the certificate of | |
| 655 | - | incorporation or bylaws may provide that such elections may be | |
| 656 | - | conducted and such actions voted upon by mail in such manner as shall | |
| 657 | - | be stated therein. The vote of members, or of the members of any | |
| 658 | - | particular class, shall be determined from the total number of members | |
| 659 | - | who actually vote by mail, rather than from the total number of | |
| 660 | - | members entitled so to vote, unless the certificate of incorporation | |
| 661 | - | otherwise provides. A ballot signed under this section shall have the | |
| 662 | - | same force and effect as a vote of the member who signed it at a meeting | |
| 663 | - | duly held, and may be stated as such in any certificate or document filed | |
| 664 | - | under sections 33-1000 to 33-1290, inclusive] The certificate of | |
| 665 | - | incorporation or bylaws may provide that any action that may be taken | |
| 666 | - | at any meeting of members may be taken without a meeting if the | |
| 667 | - | corporation delivers notice that includes a ballot to every member | |
| 668 | - | entitled to vote on the matter. A ballot shall: (1) Be in writing; (2) set | |
| 669 | - | forth each proposed action; (3) provide an opportunity to vote for, or | |
| 670 | - | withhold a vote for, each candidate for election as a director, if any; and | |
| 671 | - | (4) provide an opportunity to vote for or against each other proposed | |
| 672 | - | action. Substitute Senate Bill No. 986 | |
| 673 | 512 | ||
| 674 | - | Public Act No. 21-39 22 of 26 | |
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| 675 | 516 | ||
| 676 | - | (c) [If not otherwise fixed under section 33-1063 or 33-1067, the record | |
| 677 | - | date for determining members entitled to take action without a meeting | |
| 678 | - | is the date the first member signs the consent or ballot under subsection | |
| 679 | - | (a) or (b) of this section] Approval by ballot pursuant to this section of | |
| 680 | - | action other than election of directors is valid only when the number of | |
| 681 | - | votes cast by ballot equals or exceeds the quorum required to be present | |
| 682 | - | at a meeting authorizing the action, and the number of approvals equals | |
| 683 | - | or exceeds the number of votes that would be required to approve the | |
| 684 | - | matter at a meeting at which the total number of votes cast was the same | |
| 685 | - | as the number of votes cast by ballot. A ballot signed under this section | |
| 686 | - | shall have the same force and effect as a vote of the member who signed | |
| 687 | - | it at a meeting duly held, and may be stated as such in any certificate or | |
| 688 | - | document filed under sections 33-1000 to 33-1290, inclusive. | |
| 689 | - | (d) [The absence from the minutes of any indication that a member | |
| 690 | - | objected to holding the meeting shall prima facie establish that no such | |
| 691 | - | objection was made.] Any solicitation for votes by ballot shall: (1) | |
| 692 | - | Indicate the number of responses needed to meet the quorum | |
| 693 | - | requirements, (2) state the percentage of approvals necessary to approve | |
| 694 | - | each matter other than election of directors, and (3) specify the time by | |
| 695 | - | which a ballot must be received by the corporation in order to be | |
| 696 | - | counted. | |
| 697 | - | (e) Except as otherwise provided in the certificate of incorporation or | |
| 698 | - | bylaws, a ballot may not be revoked. | |
| 699 | - | (f) If not otherwise fixed under section 33-1063, as amended by this | |
| 700 | - | act, or 33-1067, the record date for determining members entitled to take | |
| 701 | - | action without a meeting is: (1) The date the first member signs the | |
| 702 | - | consent under subsection (a) of this section, or (2) the date the | |
| 703 | - | corporation delivers the notice under subsection (b) of this section. | |
| 704 | - | (g) The absence from the minutes of any indication that a member | |
| 705 | - | objected to holding the meeting shall prima facie establish that no such Substitute Senate Bill No. 986 | |
| 517 | + | (b) Shareholders participating in a shareholders' meeting by means 412 | |
| 518 | + | of remote communication shall be deemed present and may vote at such 413 | |
| 519 | + | a meeting if the corporation has implemented reasonable measures: (1) 414 | |
| 520 | + | To verify that each person participating remotely is a shareholder, and 415 | |
| 521 | + | (2) to provide such shareholders a reasonable opportunity to participate 416 | |
| 522 | + | in the meeting and to vote on matters submitted to the shareholders, 417 | |
| 523 | + | including an opportunity to communicate, and to read or hear the 418 | |
| 524 | + | proceedings of the meeting, substantially concurrent with such 419 | |
| 525 | + | proceedings. 420 | |
| 526 | + | (c) Unless the bylaws require the meeting of shareholders to be held 421 | |
| 527 | + | at a place, the board of directors may determine that any meeting of 422 | |
| 528 | + | shareholders shall not be held at any place and shall instead be held 423 | |
| 529 | + | solely by means of remote communication, provided the corporation 424 | |
| 530 | + | implements the measures specified in subsection (b) of this section. 425 | |
| 531 | + | Sec. 15. Section 33-704 of the general statutes is repealed and the 426 | |
| 532 | + | following is substituted in lieu thereof (Effective from passage): 427 | |
| 533 | + | (a) After fixing a record date for a meeting, a corporation shall 428 | |
| 534 | + | prepare an alphabetical list of the names of all its shareholders who are 429 | |
| 535 | + | entitled to notice of a shareholders' meeting. If the board of directors 430 | |
| 536 | + | fixes a different record date under subsection (e) of section 33-701 to 431 | |
| 537 | + | determine the shareholders entitled to vote at the meeting, a corporation 432 | |
| 538 | + | also shall prepare an alphabetical list of the names of all its shareholders 433 | |
| 539 | + | who are entitled to vote at the meeting. A list shall be arranged by voting 434 | |
| 540 | + | group, and within each voting group by class or series of shares, and 435 | |
| 541 | + | show the address of and number of shares held by each shareholder. 436 | |
| 542 | + | (b) The shareholders' list for notice shall be available for inspection 437 | |
| 543 | + | by any shareholder, beginning two business days after notice of the 438 | |
| 544 | + | meeting is given for which the list was prepared and continuing through 439 | |
| 545 | + | the meeting, (1) at the corporation's principal office or at a place 440 | |
| 546 | + | identified in the meeting notice in the city where the meeting will be 441 | |
| 547 | + | held, or (2) on a reasonably accessible electronic network, provided the 442 | |
| 548 | + | information required to gain access to such list is provided with the 443 Substitute Bill No. 986 | |
| 706 | 549 | ||
| 707 | - | Public Act No. 21-39 23 of 26 | |
| 708 | 550 | ||
| 709 | - | objection was made. | |
| 710 | - | Sec. 21. Section 33-1065 of the general statutes is repealed and the | |
| 711 | - | following is substituted in lieu thereof (Effective from passage): | |
| 712 | - | (a) A corporation shall notify members entitled to vote of the date [,] | |
| 713 | - | and time [and place] of each annual, regular and special meeting of | |
| 714 | - | members and, if the meeting is to be held at a place, the place of the | |
| 715 | - | meeting, no fewer than ten nor more than sixty days before the meeting | |
| 716 | - | date. Unless sections 33-1000 to 33-1290, inclusive, or the certificate of | |
| 717 | - | incorporation requires otherwise, the corporation is required to give | |
| 718 | - | notice only to members entitled to vote at the meeting. | |
| 719 | - | (b) Unless sections 33-1000 to 33-1290, inclusive, the certificate of | |
| 720 | - | incorporation or bylaws require otherwise, notice of an annual or | |
| 721 | - | regular meeting need not include a description of the purpose or | |
| 722 | - | purposes for which the meeting is called, except that, unless stated in a | |
| 723 | - | written notice of the meeting, (1) no bylaw may be brought up for | |
| 724 | - | adoption, amendment or repeal, and (2) no matter, other than the | |
| 725 | - | election of directors at an annual meeting, may be brought up which | |
| 726 | - | expressly requires the vote of members pursuant to said sections. | |
| 727 | - | (c) Notice of a special meeting of members shall include a description | |
| 728 | - | of the purpose or purposes for which the meeting is called. | |
| 729 | - | (d) If not otherwise fixed under section 33-1063, as amended by this | |
| 730 | - | act, or 33-1067, the record date for determining members entitled to | |
| 731 | - | notice of and to vote at an annual, regular or special meeting is the day | |
| 732 | - | before the first notice is delivered to members. | |
| 733 | - | (e) Unless the bylaws require otherwise, if an annual, regular or | |
| 734 | - | special meeting of members is adjourned to a different date, time or | |
| 735 | - | place, if any, notice need not be given of the new date, time or place, if | |
| 736 | - | any, if the new date, time or place, if any, is announced at the meeting | |
| 737 | - | before adjournment. If a new record date for the adjourned meeting is Substitute Senate Bill No. 986 | |
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| 553 | + | 16 of 25 | |
| 738 | 554 | ||
| 739 | - | Public Act No. 21-39 24 of 26 | |
| 555 | + | notice of the meeting. In the event that the corporation makes the list 444 | |
| 556 | + | available on an electronic network, the corporation may take reasonable 445 | |
| 557 | + | steps to ensure that such information is available only to shareholders 446 | |
| 558 | + | of the corporation. A shareholders' list for voting must be similarly 447 | |
| 559 | + | available for inspection promptly after the record date for voting. A 448 | |
| 560 | + | shareholder, his agent or attorney is entitled on written demand to 449 | |
| 561 | + | inspect and, subject to the requirements of subsection (d) of section 33-450 | |
| 562 | + | 946, to copy a list, during regular business hours and at his expense, 451 | |
| 563 | + | during the period it is available for inspection. 452 | |
| 564 | + | (c) [The] If the meeting is to be held at a place, the corporation shall 453 | |
| 565 | + | make the list of shareholders entitled to vote available [at] during the 454 | |
| 566 | + | meeting, and any shareholder, his agent or attorney is entitled to inspect 455 | |
| 567 | + | the list at any time during the meeting or any adjournment. If the 456 | |
| 568 | + | meeting is to be held solely by means of remote communication, such 457 | |
| 569 | + | list shall be open to inspection during the meeting on a reasonably 458 | |
| 570 | + | accessible electronic network, and the information required to access 459 | |
| 571 | + | such list shall be provided with the notice of the meeting. 460 | |
| 572 | + | (d) If the corporation refuses to allow a shareholder or his agent or 461 | |
| 573 | + | attorney to inspect a shareholders' list before or at the meeting, or copy 462 | |
| 574 | + | a list as permitted by subsection (b) of this section, the superior court for 463 | |
| 575 | + | the judicial district where a corporation's principal office or, if none in 464 | |
| 576 | + | this state, its registered office, is located, on application of the 465 | |
| 577 | + | shareholder, may summarily order the inspection or copying at the 466 | |
| 578 | + | corporation's expense and may postpone the meeting for which the list 467 | |
| 579 | + | was prepared until the inspection or copying is complete. 468 | |
| 580 | + | (e) Refusal or failure to prepare or make available a shareholders' list 469 | |
| 581 | + | does not affect the validity of action taken at the meeting. 470 | |
| 582 | + | Sec. 16. Section 33-808 of the general statutes is repealed and the 471 | |
| 583 | + | following is substituted in lieu thereof (Effective from passage): 472 | |
| 584 | + | (a) A bylaw that fixes a greater quorum or voting requirement for the 473 | |
| 585 | + | board of directors or that requires a meeting of shareholders to be held 474 Substitute Bill No. 986 | |
| 740 | 586 | ||
| 741 | - | or must be fixed under section 33-1067, however, notice of the adjourned | |
| 742 | - | meeting must be given under this section to persons who are members | |
| 743 | - | entitled to vote as of the new record date. | |
| 744 | - | Sec. 22. (NEW) (Effective from passage) (a) Members of any class may | |
| 745 | - | participate in any meeting of members by means of remote | |
| 746 | - | communication to the extent the board of directors authorizes such | |
| 747 | - | participation for such class. Participation by means of remote | |
| 748 | - | communication shall be subject to such guidelines and procedures as | |
| 749 | - | the board of directors adopts, and shall be in conformity with subsection | |
| 750 | - | (b) of this section. | |
| 751 | - | (b) Members participating in a member meeting by means of remote | |
| 752 | - | communication shall be deemed present and may vote at such a meeting | |
| 753 | - | if the corporation has implemented reasonable measures: (1) To verify | |
| 754 | - | that each person participating remotely is a member; and (2) to provide | |
| 755 | - | such members a reasonable opportunity to participate in the meeting | |
| 756 | - | and to vote on matters submitted to the members, including an | |
| 757 | - | opportunity to communicate and to read or hear the proceedings of the | |
| 758 | - | meeting substantially concurrently with such proceedings. | |
| 759 | - | (c) Unless the bylaws require the meeting of members to be held at a | |
| 760 | - | place, the board of directors may determine that any meeting of | |
| 761 | - | members shall not be held at any place and shall instead be held solely | |
| 762 | - | by means of remote communication, provided the corporation | |
| 763 | - | implements the measures specified in subsection (b) of this section. | |
| 764 | - | Sec. 23. Section 33-1070 of the general statutes is repealed and the | |
| 765 | - | following is substituted in lieu thereof (Effective from passage): | |
| 766 | - | (a) After fixing a record date for a meeting, a corporation shall | |
| 767 | - | prepare an alphabetical list of the names of all its members who are | |
| 768 | - | entitled to notice of the meeting. The list shall be arranged by classes of | |
| 769 | - | members, if any, and show the address of and number of votes to which Substitute Senate Bill No. 986 | |
| 770 | 587 | ||
| 771 | - | Public Act No. 21-39 25 of 26 | |
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| 772 | 591 | ||
| 773 | - | each such member is entitled. | |
| 774 | - | (b) The members' list shall be available for inspection by any | |
| 775 | - | members entitled to vote at the meeting, beginning two business days | |
| 776 | - | after notice of the meeting is given for which the list was prepared and | |
| 777 | - | continuing through the meeting, (1) at the corporation's principal office | |
| 778 | - | or at a place identified in the meeting notice in the city where the | |
| 779 | - | meeting will be held, or (2) on a reasonably accessible electronic | |
| 780 | - | network, provided the information required to gain access to such list is | |
| 781 | - | provided with the notice of the meeting. In the event that the | |
| 782 | - | corporation makes the list available on an electronic network, the | |
| 783 | - | corporation may take reasonable steps to ensure that such information | |
| 784 | - | is available only to members of the corporation. A member entitled to | |
| 785 | - | vote at the meeting or his agent or attorney is entitled on written | |
| 786 | - | demand to inspect and, subject to the requirements of subsection (c) of | |
| 787 | - | section 33-1236, to copy the list, during regular business hours and at | |
| 788 | - | his expense, during the period it is available for inspection. | |
| 789 | - | (c) [The] If the meeting is to be held at a place, the corporation shall | |
| 790 | - | make the members' list available [at] during the meeting, and any | |
| 791 | - | member entitled to vote at the meeting or his agent or attorney is | |
| 792 | - | entitled to inspect the list at any time during the meeting or any | |
| 793 | - | adjournment. If the meeting is to be held solely by means of remote | |
| 794 | - | communication, such list shall be open to such inspection during the | |
| 795 | - | meeting on a reasonably accessible electronic network, and the | |
| 796 | - | information required to access such list shall be provided with the notice | |
| 797 | - | of the meeting. | |
| 798 | - | (d) If the corporation refuses to allow a member entitled to vote at the | |
| 799 | - | meeting or his agent or attorney to inspect the members' list before or at | |
| 800 | - | the meeting, or copy the list as permitted by subsection (b) of this | |
| 801 | - | section, the superior court for the judicial district where a corporation's | |
| 802 | - | principal office or, if none in this state, its registered office, is located, on | |
| 803 | - | application of the member, may summarily order the inspection or Substitute Senate Bill No. 986 | |
| 592 | + | at a place may be amended or repealed: (1) If originally adopted by the 475 | |
| 593 | + | shareholders, only by the shareholders; (2) if originally adopted by the 476 | |
| 594 | + | incorporator or incorporators or by the board of directors, either by the 477 | |
| 595 | + | shareholders or by the board of directors. 478 | |
| 596 | + | (b) A bylaw adopted or amended by the shareholders that fixes a 479 | |
| 597 | + | greater quorum or voting requirement for the board of directors may 480 | |
| 598 | + | provide that it may be amended or repealed only by a specified vote of 481 | |
| 599 | + | either the shareholders or the board of directors. 482 | |
| 600 | + | (c) Action by the board of directors under subdivision (2) of 483 | |
| 601 | + | subsection (a) of this section to adopt or amend a bylaw that changes the 484 | |
| 602 | + | quorum or voting requirement for the board of directors must meet the 485 | |
| 603 | + | same quorum requirement and be adopted by the same vote required to 486 | |
| 604 | + | take action under the quorum and voting requirement then in effect or 487 | |
| 605 | + | proposed to be adopted, whichever is greater. 488 | |
| 606 | + | Sec. 17. Section 33-1061 of the general statutes is repealed and the 489 | |
| 607 | + | following is substituted in lieu thereof (Effective from passage): 490 | |
| 608 | + | (a) A corporation that has members entitled to vote for the election of 491 | |
| 609 | + | directors shall hold a meeting of such members annually at a time stated 492 | |
| 610 | + | in or fixed in accordance with the bylaws. 493 | |
| 611 | + | (b) [Annual meetings of members] Unless the board of directors 494 | |
| 612 | + | determines that an annual meeting of members shall be held solely by 495 | |
| 613 | + | means of remote communication in accordance with the provisions of 496 | |
| 614 | + | subsection (c) of section 22 of this act, such meeting (1) may be held in 497 | |
| 615 | + | or out of this state at the place stated in or fixed in accordance with the 498 | |
| 616 | + | bylaws, [. If] or (2) if no place is stated in or fixed in accordance with the 499 | |
| 617 | + | bylaws, annual meetings shall be held at the corporation's principal 500 | |
| 618 | + | office. 501 | |
| 619 | + | (c) A corporation that has members entitled to vote may hold regular 502 | |
| 620 | + | meetings of such members in or out of this state at the places and times 503 | |
| 621 | + | stated in or fixed in accordance with the bylaws. 504 Substitute Bill No. 986 | |
| 804 | 622 | ||
| 805 | - | Public Act No. 21-39 26 of 26 | |
| 806 | 623 | ||
| 807 | - | copying at the corporation's expense and may postpone the meeting for | |
| 808 | - | which the list was prepared until the inspection or copying is complete. | |
| 809 | - | (e) Refusal or failure to prepare or make available the members' list | |
| 810 | - | does not affect the validity of action taken at the meeting. | |
| 811 | - | Sec. 24. Section 33-1152 of the general statutes is repealed and the | |
| 812 | - | following is substituted in lieu thereof (Effective from passage): | |
| 813 | - | (a) A bylaw that fixes a greater quorum or voting requirement for the | |
| 814 | - | board of directors or that requires a meeting of members to be held at a | |
| 815 | - | place may be amended or repealed: (1) If originally adopted by the | |
| 816 | - | members, only by the members; (2) if originally adopted by the | |
| 817 | - | incorporator or incorporators or by the board of directors, either by the | |
| 818 | - | members or by the board of directors. | |
| 819 | - | (b) A bylaw adopted or amended by the members that fixes a greater | |
| 820 | - | quorum or voting requirement for the board of directors may provide | |
| 821 | - | that it may be amended or repealed only by a specified vote of either the | |
| 822 | - | members or the board of directors. | |
| 823 | - | (c) Action by the board of directors under subdivision (2) of | |
| 824 | - | subsection (a) of this section to adopt or amend a bylaw that changes the | |
| 825 | - | quorum or voting requirement for the board of directors must meet the | |
| 826 | - | same quorum requirement and be adopted by the same vote required to | |
| 827 | - | take action under the quorum and voting requirement then in effect or | |
| 828 | - | proposed to be adopted, whichever is greater. | |
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| 627 | + | ||
| 628 | + | (d) The failure to hold an annual or regular meeting at the time stated 505 | |
| 629 | + | in or fixed in accordance with a corporation's bylaws does not affect the 506 | |
| 630 | + | validity of any corporate action. 507 | |
| 631 | + | Sec. 18. Section 33-1062 of the general statutes is repealed and the 508 | |
| 632 | + | following is substituted in lieu thereof (Effective from passage): 509 | |
| 633 | + | (a) A corporation that has members entitled to vote shall hold a 510 | |
| 634 | + | special meeting of members entitled to vote at the meeting: (1) On call 511 | |
| 635 | + | of its board of directors or the person or persons authorized to do so by 512 | |
| 636 | + | the certificate of incorporation or the bylaws; or (2) if the members 513 | |
| 637 | + | holding at least five per cent, or such other number or proportion as 514 | |
| 638 | + | shall be provided in the bylaws, of all the votes entitled to be cast on any 515 | |
| 639 | + | issue proposed to be considered at the proposed special meeting sign, 516 | |
| 640 | + | date and deliver to the corporation one or more written demands for the 517 | |
| 641 | + | meeting describing the purpose or purposes for which it is to be held. If 518 | |
| 642 | + | a call for such a special meeting is not issued within fifteen days after 519 | |
| 643 | + | receipt of such members' request, such members may call the meeting. 520 | |
| 644 | + | (b) If not otherwise fixed under section 33-1063 or 33-1067, as 521 | |
| 645 | + | amended by this act, the record date for determining members entitled 522 | |
| 646 | + | to demand a special meeting is the date the first member signs the 523 | |
| 647 | + | demand. 524 | |
| 648 | + | (c) [Special meetings of members] Unless the board of directors 525 | |
| 649 | + | determines that a special meeting of members shall be held solely by 526 | |
| 650 | + | remote communication in accordance with the provisions of subsection 527 | |
| 651 | + | (c) of section 22 of this act, such meeting (1) may be held in or out of this 528 | |
| 652 | + | state at the place stated in or fixed in accordance with the bylaws, [. If] 529 | |
| 653 | + | or (2) if no place is stated or fixed in accordance with the bylaws, special 530 | |
| 654 | + | meetings shall be held at the corporation's principal office. 531 | |
| 655 | + | (d) Only business within the purpose or purposes described in the 532 | |
| 656 | + | meeting notice required by subsection (c) of section 33-1065, as amended 533 | |
| 657 | + | by this act, may be conducted at a special meeting of members. 534 | |
| 658 | + | Sec. 19. Section 33-1063 of the general statutes is repealed and the 535 Substitute Bill No. 986 | |
| 659 | + | ||
| 660 | + | ||
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| 664 | + | ||
| 665 | + | following is substituted in lieu thereof (Effective from passage): 536 | |
| 666 | + | (a) The superior court for the judicial district where a corporation's 537 | |
| 667 | + | principal office or, if none in this state, its registered office is located may 538 | |
| 668 | + | summarily order a meeting to be held: (1) On application of any member 539 | |
| 669 | + | entitled to vote at an annual meeting if an annual meeting was not held 540 | |
| 670 | + | within the earlier of six months after the end of the corporation's fiscal 541 | |
| 671 | + | year or fifteen months after its last annual meeting; or (2) on application 542 | |
| 672 | + | of a member who signed a demand for a special meeting valid under 543 | |
| 673 | + | section 33-1062, as amended by this act, if: (A) Notice of the special 544 | |
| 674 | + | meeting was not given within thirty days after the date the demand was 545 | |
| 675 | + | delivered to the corporation's secretary; or (B) the special meeting was 546 | |
| 676 | + | not held in accordance with the notice. 547 | |
| 677 | + | (b) [The] Unless the bylaws require a meeting of members to be held 548 | |
| 678 | + | at a place, the court may fix the time [and] of the meeting and, if the 549 | |
| 679 | + | meeting is to be held at a place, the place of the meeting, determine the 550 | |
| 680 | + | members entitled to vote at the meeting, specify a record date for 551 | |
| 681 | + | determining members entitled to notice of and to vote at the meeting, 552 | |
| 682 | + | prescribe the form and content of the meeting notice, fix the quorum 553 | |
| 683 | + | required for specific matters to be considered at the meeting, or direct 554 | |
| 684 | + | that the votes represented at the meeting constitute a quorum for action 555 | |
| 685 | + | on those matters, and enter other orders necessary to accomplish the 556 | |
| 686 | + | purpose or purposes of the meeting. The court may order the meeting 557 | |
| 687 | + | to be held solely by means of remote communication in compliance with 558 | |
| 688 | + | section 22 of this act, subject to such guidelines and procedures as the 559 | |
| 689 | + | court may order, including implementation of the measures specified in 560 | |
| 690 | + | subsection (b) of said section. 561 | |
| 691 | + | Sec. 20. Section 33-1064 of the general statutes is repealed and the 562 | |
| 692 | + | following is substituted in lieu thereof (Effective from passage): 563 | |
| 693 | + | (a) Any action which, under any provision of sections 33-1000 to 33-564 | |
| 694 | + | 1290, inclusive, may be taken at a meeting of members may be taken 565 | |
| 695 | + | without a meeting by one or more consents in writing, setting forth the 566 | |
| 696 | + | action so taken or to be taken, signed by all of the persons who would 567 Substitute Bill No. 986 | |
| 697 | + | ||
| 698 | + | ||
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| 702 | + | ||
| 703 | + | be entitled to vote upon such action at a meeting, or by their duly 568 | |
| 704 | + | authorized attorneys which action for purposes of this subsection shall 569 | |
| 705 | + | be referred to as "unanimous written consent". The secretary shall file 570 | |
| 706 | + | such consent or consents, or certify the tabulation of such consents and 571 | |
| 707 | + | file such certificate, with the minutes of the meetings of the members. A 572 | |
| 708 | + | unanimous written consent shall have the same force and effect as a vote 573 | |
| 709 | + | of the members at a meeting duly held, and may be stated as such in any 574 | |
| 710 | + | certificate or document filed under sections 33-1000 to 33-1290, 575 | |
| 711 | + | inclusive. 576 | |
| 712 | + | (b) [Where directors or officers are to be elected by members or any 577 | |
| 713 | + | other action is to be voted upon by members, the certificate of 578 | |
| 714 | + | incorporation or bylaws may provide that such elections may be 579 | |
| 715 | + | conducted and such actions voted upon by mail in such manner as shall 580 | |
| 716 | + | be stated therein. The vote of members, or of the members of any 581 | |
| 717 | + | particular class, shall be determined from the total number of members 582 | |
| 718 | + | who actually vote by mail, rather than from the total number of 583 | |
| 719 | + | members entitled so to vote, unless the certificate of incorporation 584 | |
| 720 | + | otherwise provides. A ballot signed under this section shall have the 585 | |
| 721 | + | same force and effect as a vote of the member who signed it at a meeting 586 | |
| 722 | + | duly held, and may be stated as such in any certificate or document filed 587 | |
| 723 | + | under sections 33-1000 to 33-1290, inclusive] The certificate of 588 | |
| 724 | + | incorporation or bylaws may provide that any action that may be taken 589 | |
| 725 | + | at any meeting of members may be taken without a meeting if the 590 | |
| 726 | + | corporation delivers notice that includes a ballot to every member 591 | |
| 727 | + | entitled to vote on the matter. A ballot shall: (1) Be in writing; (2) set 592 | |
| 728 | + | forth each proposed action; (3) provide an opportunity to vote for, or 593 | |
| 729 | + | withhold a vote for, each candidate for election as a director, if any; and 594 | |
| 730 | + | (4) provide an opportunity to vote for or against each other proposed 595 | |
| 731 | + | action. 596 | |
| 732 | + | (c) [If not otherwise fixed under section 33-1063 or 33-1067, the record 597 | |
| 733 | + | date for determining members entitled to take action without a meeting 598 | |
| 734 | + | is the date the first member signs the consent or ballot under subsection 599 | |
| 735 | + | (a) or (b) of this section] Approval by ballot pursuant to this section of 600 Substitute Bill No. 986 | |
| 736 | + | ||
| 737 | + | ||
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| 741 | + | ||
| 742 | + | action other than election of directors is valid only when the number of 601 | |
| 743 | + | votes cast by ballot equals or exceeds the quorum required to be present 602 | |
| 744 | + | at a meeting authorizing the action, and the number of approvals equals 603 | |
| 745 | + | or exceeds the number of votes that would be required to approve the 604 | |
| 746 | + | matter at a meeting at which the total number of votes cast was the same 605 | |
| 747 | + | as the number of votes cast by ballot. A ballot signed under this section 606 | |
| 748 | + | shall have the same force and effect as a vote of the member who signed 607 | |
| 749 | + | it at a meeting duly held, and may be stated as such in any certificate or 608 | |
| 750 | + | document filed under sections 33-1000 to 33-1290, inclusive. 609 | |
| 751 | + | (d) [The absence from the minutes of any indication that a member 610 | |
| 752 | + | objected to holding the meeting shall prima facie establish that no such 611 | |
| 753 | + | objection was made.] Any solicitation for votes by ballot shall: (1) 612 | |
| 754 | + | Indicate the number of responses needed to meet the quorum 613 | |
| 755 | + | requirements, (2) state the percentage of approvals necessary to approve 614 | |
| 756 | + | each matter other than election of directors, and (3) specify the time by 615 | |
| 757 | + | which a ballot must be received by the corporation in order to be 616 | |
| 758 | + | counted. 617 | |
| 759 | + | (e) Except as otherwise provided in the certificate of incorporation or 618 | |
| 760 | + | bylaws, a ballot may not be revoked. 619 | |
| 761 | + | (f) If not otherwise fixed under section 33-1063, as amended by this 620 | |
| 762 | + | act, or 33-1067, the record date for determining members entitled to take 621 | |
| 763 | + | action without a meeting is: (1) The date the first member signs the 622 | |
| 764 | + | consent under subsection (a) of this section, or (2) the date the 623 | |
| 765 | + | corporation delivers the notice under subsection (b) of this section. 624 | |
| 766 | + | (g) The absence from the minutes of any indication that a member 625 | |
| 767 | + | objected to holding the meeting shall prima facie establish that no such 626 | |
| 768 | + | objection was made. 627 | |
| 769 | + | Sec. 21. Section 33-1065 of the general statutes is repealed and the 628 | |
| 770 | + | following is substituted in lieu thereof (Effective from passage): 629 | |
| 771 | + | (a) A corporation shall notify members entitled to vote of the date [,] 630 | |
| 772 | + | and time [and place] of each annual, regular and special meeting of 631 Substitute Bill No. 986 | |
| 773 | + | ||
| 774 | + | ||
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| 777 | + | 22 of 25 | |
| 778 | + | ||
| 779 | + | members and, if the meeting is to be held at a place, the place of the 632 | |
| 780 | + | meeting, no fewer than ten nor more than sixty days before the meeting 633 | |
| 781 | + | date. Unless sections 33-1000 to 33-1290, inclusive, or the certificate of 634 | |
| 782 | + | incorporation requires otherwise, the corporation is required to give 635 | |
| 783 | + | notice only to members entitled to vote at the meeting. 636 | |
| 784 | + | (b) Unless sections 33-1000 to 33-1290, inclusive, the certificate of 637 | |
| 785 | + | incorporation or bylaws require otherwise, notice of an annual or 638 | |
| 786 | + | regular meeting need not include a description of the purpose or 639 | |
| 787 | + | purposes for which the meeting is called, except that, unless stated in a 640 | |
| 788 | + | written notice of the meeting, (1) no bylaw may be brought up for 641 | |
| 789 | + | adoption, amendment or repeal, and (2) no matter, other than the 642 | |
| 790 | + | election of directors at an annual meeting, may be brought up which 643 | |
| 791 | + | expressly requires the vote of members pursuant to said sections. 644 | |
| 792 | + | (c) Notice of a special meeting of members shall include a description 645 | |
| 793 | + | of the purpose or purposes for which the meeting is called. 646 | |
| 794 | + | (d) If not otherwise fixed under section 33-1063, as amended by this 647 | |
| 795 | + | act, or 33-1067, the record date for determining members entitled to 648 | |
| 796 | + | notice of and to vote at an annual, regular or special meeting is the day 649 | |
| 797 | + | before the first notice is delivered to members. 650 | |
| 798 | + | (e) Unless the bylaws require otherwise, if an annual, regular or 651 | |
| 799 | + | special meeting of members is adjourned to a different date, time or 652 | |
| 800 | + | place, if any, notice need not be given of the new date, time or place, if 653 | |
| 801 | + | any, if the new date, time or place, if any, is announced at the meeting 654 | |
| 802 | + | before adjournment. If a new record date for the adjourned meeting is 655 | |
| 803 | + | or must be fixed under section 33-1067, however, notice of the adjourned 656 | |
| 804 | + | meeting must be given under this section to persons who are members 657 | |
| 805 | + | entitled to vote as of the new record date. 658 | |
| 806 | + | Sec. 22. (NEW) (Effective from passage) (a) Members of any class may 659 | |
| 807 | + | participate in any meeting of members by means of remote 660 | |
| 808 | + | communication to the extent the board of directors authorizes such 661 | |
| 809 | + | participation for such class. Participation by means of remote 662 Substitute Bill No. 986 | |
| 810 | + | ||
| 811 | + | ||
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| 815 | + | ||
| 816 | + | communication shall be subject to such guidelines and procedures as 663 | |
| 817 | + | the board of directors adopts, and shall be in conformity with subsection 664 | |
| 818 | + | (b) of this section. 665 | |
| 819 | + | (b) Members participating in a member meeting by means of remote 666 | |
| 820 | + | communication shall be deemed present and may vote at such a meeting 667 | |
| 821 | + | if the corporation has implemented reasonable measures: (1) To verify 668 | |
| 822 | + | that each person participating remotely is a member; and (2) to provide 669 | |
| 823 | + | such members a reasonable opportunity to participate in the meeting 670 | |
| 824 | + | and to vote on matters submitted to the members, including an 671 | |
| 825 | + | opportunity to communicate and to read or hear the proceedings of the 672 | |
| 826 | + | meeting substantially concurrently with such proceedings. 673 | |
| 827 | + | (c) Unless the bylaws require the meeting of members to be held at a 674 | |
| 828 | + | place, the board of directors may determine that any meeting of 675 | |
| 829 | + | members shall not be held at any place and shall instead be held solely 676 | |
| 830 | + | by means of remote communication, provided the cor poration 677 | |
| 831 | + | implements the measures specified in subsection (b) of this section. 678 | |
| 832 | + | Sec. 23. Section 33-1070 of the general statutes is repealed and the 679 | |
| 833 | + | following is substituted in lieu thereof (Effective from passage): 680 | |
| 834 | + | (a) After fixing a record date for a meeting, a corporation shall 681 | |
| 835 | + | prepare an alphabetical list of the names of all its members who are 682 | |
| 836 | + | entitled to notice of the meeting. The list shall be arranged by classes of 683 | |
| 837 | + | members, if any, and show the address of and number of votes to which 684 | |
| 838 | + | each such member is entitled. 685 | |
| 839 | + | (b) The members' list shall be available for inspection by any 686 | |
| 840 | + | members entitled to vote at the meeting, beginning two business days 687 | |
| 841 | + | after notice of the meeting is given for which the list was prepared and 688 | |
| 842 | + | continuing through the meeting, (1) at the corporation's principal office 689 | |
| 843 | + | or at a place identified in the meeting notice in the city where the 690 | |
| 844 | + | meeting will be held, or (2) on a reasonably accessible electronic 691 | |
| 845 | + | network, provided the information required to gain access to such list is 692 | |
| 846 | + | provided with the notice of the meeting. In the event that the 693 Substitute Bill No. 986 | |
| 847 | + | ||
| 848 | + | ||
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| 851 | + | 24 of 25 | |
| 852 | + | ||
| 853 | + | corporation makes the list available on an electronic network, the 694 | |
| 854 | + | corporation may take reasonable steps to ensure that such information 695 | |
| 855 | + | is available only to members of the corporation. A member entitled to 696 | |
| 856 | + | vote at the meeting or his agent or attorney is entitled on written 697 | |
| 857 | + | demand to inspect and, subject to the requirements of subsection (c) of 698 | |
| 858 | + | section 33-1236, to copy the list, during regular business hours and at 699 | |
| 859 | + | his expense, during the period it is available for inspection. 700 | |
| 860 | + | (c) [The] If the meeting is to be held at a place, the corporation shall 701 | |
| 861 | + | make the members' list available [at] during the meeting, and any 702 | |
| 862 | + | member entitled to vote at the meeting or his agent or attorney is 703 | |
| 863 | + | entitled to inspect the list at any time during the meeting or any 704 | |
| 864 | + | adjournment. If the meeting is to be held solely by means of remote 705 | |
| 865 | + | communication, such list shall be open to such inspection during the 706 | |
| 866 | + | meeting on a reasonably accessible electronic network, and the 707 | |
| 867 | + | information required to access such list shall be provided with the notice 708 | |
| 868 | + | of the meeting. 709 | |
| 869 | + | (d) If the corporation refuses to allow a member entitled to vote at the 710 | |
| 870 | + | meeting or his agent or attorney to inspect the members' list before or at 711 | |
| 871 | + | the meeting, or copy the list as permitted by subsection (b) of this 712 | |
| 872 | + | section, the superior court for the judicial district where a corporation's 713 | |
| 873 | + | principal office or, if none in this state, its registered office, is located, on 714 | |
| 874 | + | application of the member, may summarily order the inspection or 715 | |
| 875 | + | copying at the corporation's expense and may postpone the meeting for 716 | |
| 876 | + | which the list was prepared until the inspection or copying is complete. 717 | |
| 877 | + | (e) Refusal or failure to prepare or make available the members' list 718 | |
| 878 | + | does not affect the validity of action taken at the meeting. 719 | |
| 879 | + | Sec. 24. Section 33-1152 of the general statutes is repealed and the 720 | |
| 880 | + | following is substituted in lieu thereof (Effective from passage): 721 | |
| 881 | + | (a) A bylaw that fixes a greater quorum or voting requirement for the 722 | |
| 882 | + | board of directors or that requires a meeting of members to be held at a 723 | |
| 883 | + | place may be amended or repealed: (1) If originally adopted by the 724 Substitute Bill No. 986 | |
| 884 | + | ||
| 885 | + | ||
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| 888 | + | 25 of 26 | |
| 889 | + | ||
| 890 | + | members, only by the members; (2) if originally adopted by the 725 | |
| 891 | + | incorporator or incorporators or by the board of directors, either by the 726 | |
| 892 | + | members or by the board of directors. 727 | |
| 893 | + | (b) A bylaw adopted or amended by the members that fixes a greater 728 | |
| 894 | + | quorum or voting requirement for the board of directors may provide 729 | |
| 895 | + | that it may be amended or repealed only by a specified vote of either the 730 | |
| 896 | + | members or the board of directors. 731 | |
| 897 | + | (c) Action by the board of directors under subdivision (2) of 732 | |
| 898 | + | subsection (a) of this section to adopt or amend a bylaw that changes the 733 | |
| 899 | + | quorum or voting requirement for the board of directors must meet the 734 | |
| 900 | + | same quorum requirement and be adopted by the same vote required to 735 | |
| 901 | + | take action under the quorum and voting requirement then in effect or 736 | |
| 902 | + | proposed to be adopted, whichever is greater. 737 | |
| 903 | + | This act shall take effect as follows and shall amend the following | |
| 904 | + | sections: | |
| 905 | + | ||
| 906 | + | Section 1 January 1, 2022 45a-499c | |
| 907 | + | Sec. 2 January 1, 2022 45a-499j(a) | |
| 908 | + | Sec. 3 January 1, 2022 45a-499u(a) | |
| 909 | + | Sec. 4 January 1, 2022 45a-499gg | |
| 910 | + | Sec. 5 January 1, 2022 45a-499nn(a) | |
| 911 | + | Sec. 6 January 1, 2022 45a-487k(10) | |
| 912 | + | Sec. 7 from passage and | |
| 913 | + | applicable to any trust | |
| 914 | + | created on or after January | |
| 915 | + | 1, 2020 | |
| 916 | + | 45a-491 | |
| 917 | + | Sec. 8 October 1, 2021 1-350d | |
| 918 | + | Sec. 9 October 1, 2021 47-5(a) | |
| 919 | + | Sec. 10 from passage 33-695(b) | |
| 920 | + | Sec. 11 from passage 33-696(a) to (c) | |
| 921 | + | Sec. 12 from passage 33-697 | |
| 922 | + | Sec. 13 from passage 33-699 | |
| 923 | + | Sec. 14 from passage 33-703 | |
| 924 | + | Sec. 15 from passage 33-704 | |
| 925 | + | Sec. 16 from passage 33-808 | |
| 926 | + | Sec. 17 from passage 33-1061 Substitute Bill No. 986 | |
| 927 | + | ||
| 928 | + | ||
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| 931 | + | 26 of 26 | |
| 932 | + | ||
| 933 | + | Sec. 18 from passage 33-1062 | |
| 934 | + | Sec. 19 from passage 33-1063 | |
| 935 | + | Sec. 20 from passage 33-1064 | |
| 936 | + | Sec. 21 from passage 33-1065 | |
| 937 | + | Sec. 22 from passage New section | |
| 938 | + | Sec. 23 from passage 33-1070 | |
| 939 | + | Sec. 24 from passage 33-1152 | |
| 940 | + | ||
| 941 | + | JUD Joint Favorable Subst. | |
| 829 | 942 |