Substitute Senate Bill No. 986
Public Act No. 21-39
AN ACT CONCERNING REVISIONS TO THE CONNECTICUT
UNIFORM TRUST CODE, RULE AGAINST PERPETUITIES,
CONNECTICUT UNIFORM POWER OF ATTORNEY ACT,
CONNECTICUT BUSINESS CORPORATION ACT AND
CONNECTICUT REVISED NONSTOCK CORPORATION ACT.
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
Section 1. Section 45a-499c of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2022):
As used in [sections 45a-499a to 45a-500s, inclusive] this chapter:
(1) "Action", with respect to an act of a trustee, includes a failure to
act.
(2) "Ascertainable standard" means a standard relating to an
individual's health, education, support or maintenance within the
meaning of Section 2041(b)(1)(A) or 2514(c)(1) of the Internal Revenue
Code of 1986, or any subsequent corresponding internal revenue code
of the United States, as amended from time to time, as in effect on
January 1, 2020, or as later amended.
(3) "Beneficiary" means a person that (A) has a present or future
beneficial interest in a trust, vested or contingent; or (B) in a capacity
other than that of trustee, holds a power of appointment over trust Substitute Senate Bill No. 986
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property. "Beneficiary" does not include an appointee under a power of
appointment until the power is exercised and the trustee has knowledge
of the exercise and the identity of the appointee.
(4) "Breach of trust" includes a violation by a trust director or trustee
of a duty imposed on the director or trustee by the terms of the trust,
sections 45a-499a to 45a-500s, inclusive, or law of this state other than
sections 45a-499a to 45a-500s, inclusive, pertaining to trusts.
(5) "Charitable trust" means a trust, or part of a trust, created (A) for
a charitable purpose described in section 45a-499z; and (B) when
property is dedicated for a charitable purpose, whether the dedication
is by written instrument, declaration, deed, pledge, judgment or decree.
(6) "Conservator of the estate" means a person appointed by the court
to administer the estate of an adult individual.
(7) "Conservator of the person" means a person appointed by the
court to make decisions regarding the support, care, education, health
and welfare of an adult individual and includes a conservator of the
person of an adult, but does not include a guardian ad litem.
(8) "Court" means a court of this state having jurisdiction over the
matter pursuant to sections 45a-499o and 45a-499p or a court of another
state having jurisdiction under the law of the other state.
(9) "Current beneficiary" means a beneficiary that, on the date the
beneficiary's qualification is determined, is a distributee or permissible
distributee of trust income or principal.
(10) "Designated representative" means any person designated as
provided in subsection (a) of section 45a-499u, as amended by this act,
unless precluded from acting by the trust instrument or applicable law.
(11) "Directed trust" means a trust for which the terms of the trust Substitute Senate Bill No. 986
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grant a power of direction.
(12) "Directed trustee" means a trustee that is subject to a trust
director's power of direction.
(13) "Environmental law" means a federal, state or local law, rule,
regulation or ordinance relating to protection of the environment.
(14) "Guardian" means a person appointed by the court pursuant to
part V of chapter 802h.
(15) "Inter vivos trust" means a trust that is not a testamentary trust.
(16) "Interests of the beneficiaries" means the beneficial interests
provided in the terms of the trust.
(17) "Jurisdiction", with respect to a geographic area, includes a state
or country.
(18) "Mandatory distribution" means distribution of income or
principal that the trustee is required to make to a beneficiary under the
terms of the trust, including a distribution upon termination of the trust.
"Mandatory distribution" does not include a distribution subject to the
exercise of the trustee's discretion, regardless of whether the terms of
the trust (A) include a support or other standard to guide the trustee in
making distribution decisions; or (B) provide that the trustee may or
shall make discretionary distributions, including distributions pursuant
to a support or other standard.
(19) "Person" means an individual, corporation, statutory or business
trust, estate, trust, partnership, limited liability company, association,
joint venture, court, government, governmental subdivision, agency or
instrumentality, public corporation or any other legal or commercial
entity.
(20) "Power of direction" means a power over a trust granted to a Substitute Senate Bill No. 986
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person by the terms of the trust to the extent the power is exercisable
while the person is not serving as a trustee. "Power of direction" includes
a power over the investment, management or distribution of trust
property or other matters of trust administration, but does not include
the powers described in subsection (b) of section 45a-500e.
(21) "Power of withdrawal" means a presently exercisable general
power of appointment other than a power exercisable only upon
consent of the trustee or a person holding an adverse interest.
(22) "Property" means anything that may be the subject of ownership,
whether real or personal and whether legal or equitable, or any interest
therein.
(23) "Qualified beneficiary" means a beneficiary that, on the date the
beneficiary's qualification is determined: (A) Is a distributee or
permissible distributee of trust income or principal; (B) would be a
distributee or permissible distributee of trust income or principal if the
interests of the distributees described in subparagraph (A) of this
subdivision terminated on such date without causing the trust to
terminate; or (C) would be a distributee or permissible distributee of
trust income or principal if the trust terminated on such date.
(24) "Revocable", as applied to a trust, means revocable by the settlor
without the consent of the trustee or a person holding an adverse
interest.
(25) "Settlor" means a person, including a testator, that creates or
contributes property to a trust. If more than one person creates or
contributes property to a trust, each person is a settlor of the portion of
the trust property attributable to such person's contribution, except to
the extent another person has the power to revoke or withdraw such
portion and as otherwise provided in section 45a-499nn, as amended by
this act. Substitute Senate Bill No. 986
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(26) "Spendthrift provision" means a term of a trust that restrains both
voluntary and involuntary transfer of a beneficiary's interest.
(27) "State" means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands or any territory
or insular possession subject to the jurisdiction of the United States, and
includes an Indian tribe or band recognized by federal law or formally
acknowledged by a state.
(28) "Terms of a trust" means:
(A) Except as otherwise provided in subparagraph (B) of this
subdivision, the manifestation of the settlor's intent regarding a trust's
provisions as:
(i) Expressed in the trust instrument; or
(ii) Established by other evidence that would be admissible in a
judicial proceeding; or
(B) The trust's provisions, as established, determined or amended by:
(i) A trustee or other person in accordance with authority under the
trust instrument, a statute or a court order;
(ii) A court order; or
(iii) A nonjudicial settlement agreement under section 45a-499k and
subsection (a) of section 45a-499ll or court approval of the combination
of a testamentary trust with another trust or the division of a
testamentary trust into two or more separate trusts pursuant to
subsection (b) of section 45a-499ll.
[(28)] (29) "Testamentary trust" means a trust created under a will
and, unless otherwise expressly provided, any trust established
pursuant to an order of the Probate Court. Substitute Senate Bill No. 986
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[(29)] (30) "Trust director" means a person that is granted a power of
direction by the terms of a trust to the extent the power is exercisable
while the person is not serving as a trustee, provided a person is a trust
director whether or not the terms of the trust refer to the person as a
trust director and whether or not the person is a beneficiary or settlor of
the trust.
[(30)] (31) "Trust instrument" means any instrument executed by the
settlor, including a will establishing or creating a testamentary trust,
that contains terms of the trust, including any amendments thereto. In
the case of a charitable trust, "trust instrument" means any written
instrument by which property is dedicated for a charitable purpose
described in section 45a-499z.
[(31)] (32) "Trustee" includes an original, additional and successor
trustee and a cotrustee.
Sec. 2. Subsection (a) of section 45a-499j of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2022):
(a) Whenever notice to qualified beneficiaries of a trust is required
under sections 45a-487j to 45a-487t, inclusive, and 45a-499a to 45a-500s,
inclusive, the trustee shall also give notice to [: (1) A representative
designated under section 45a-499u to receive notices on the beneficiary's
behalf; and (2)] any [other] beneficiary who sent the trustee a request for
notice. The trustee may send notice to a designated representative who
is qualified to represent a beneficiary under section 45a-499u, as
amended by this act, in lieu of sending notice to a beneficiary.
Sec. 3. Subsection (a) of section 45a-499u of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2022):
(a) The trust instrument may (1) designate one or more persons other Substitute Senate Bill No. 986
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than the settlor to represent and bind a beneficiary that is not a charity
and to receive a notice, information, an accounting or a report on behalf
of the beneficiary; or (2) authorize a person or persons, other than a
trustee of the trust or the settlor, to designate one or more persons to
represent and bind a beneficiary that is not a charity and receive any
notice, information, accounting or report. The designated representative
shall act in good faith on behalf of any beneficiary so represented.
Sec. 4. Section 45a-499gg of the general statutes is repealed and the
following is substituted in lieu thereof (Effective January 1, 2022):
Except as otherwise provided in section 45a-499hh, if a particular
charitable purpose becomes unlawful, impracticable, impossible to
achieve or wasteful: (1) The trust does not fail, in whole or in part; (2)
the trust property does not revert to the settlor or the settlor's successors
in interest; and (3) the court may apply cy pres to modify or terminate
the trust, subject to section 45a-520, by directing that the trust property
be applied or distributed, in whole or in part, in a manner consistent
with the settlor's charitable purposes.
Sec. 5. Subsection (a) of section 45a-499nn of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2022):
(a) For all purposes under this section and section 45a-499mm, a
creditor of a beneficiary, other than a creditor of the settlor if the settlor
is a beneficiary of the trust, may not attach or compel a distribution of
property that is subject to:
(1) A power of withdrawal held by the beneficiary if the value of the
property subject to the power does not exceed the greater of the amount
specified in Section 2041(b)(2) or 2514(e) of the Internal Revenue Code
of 1986, or any subsequent corresponding internal revenue code of the
United States, as amended from time to time, and the regulations Substitute Senate Bill No. 986
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thereunder, or Section 2503(b) of said Internal Revenue Code and the
regulations thereunder, in each case as in effect on January 1, 2020;
(2) A power, whether mandatory or discretionary, held by the trustee
of the trust, including a power held by the beneficiary as the sole trustee
or a cotrustee of the trust, to make distributions to or for the benefit of
the beneficiary, if the power is exercisable by the trustee only in
accordance with an ascertainable standard relating to such beneficiary's
individual health, education, support or maintenance within the
meaning of Section 2041(b)(1)(A) or 2514(c)(1) of the Internal Revenue
Code of 1986, or any subsequent corresponding internal revenue code
of the United States, as amended from time to time, and the regulations
thereunder, as in effect on January 1, 2020; [or]
(3) A power, whether mandatory or discretionary, held by the trustee
of the trust, including a power held by the beneficiary as the sole trustee
or a cotrustee of the trust, to make distributions to or for the benefit of a
person who the beneficiary has an obligation to support, if the power is
exercisable by the trustee only in accordance with an ascertainable
standard relating to such person's individual health, education, support
or maintenance within the meaning of Section 2041(b)(1)(A) or
2514(c)(1) of the Internal Revenue Code of 1986, or any subsequent
corresponding internal revenue code of the United States, as amended
from time to time, and the regulations thereunder, as in effect on
January 1, 2020; [.] or
(4) A power of withdrawal that has lapsed or been waived or released
over all or any part of the trust property.
Sec. 6. Subdivision (10) of section 45a-487k of the general statutes is
repealed and the following is substituted in lieu thereof (Effective January
1, 2022):
(10) "Trust instrument" means an instrument, in writing, appointing Substitute Senate Bill No. 986
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at least one qualified trustee for the property that is the subject of a
disposition, which instrument:
(A) Expressly provides that the laws of this state govern the validity,
construction and administration of the trust;
(B) Is irrevocable; and
(C) Provides that the interest of the transferor or other beneficiary in
the trust property or the income from the trust property may not be
transferred, assigned, pledged or mortgaged, whether voluntarily or
involuntarily, before the qualified trustee or qualified trustees actually
distribute the property or income from the trust property to or for the
benefit of the beneficiary, and the provision of the trust instrument shall
be deemed to be a restriction on the transfer of the transferor's beneficial
interest in the trust that is enforceable under applicable nonbankruptcy
law within the meaning of 11 USC 541(c)(2), as amended from time to
time.
Sec. 7. Section 45a-491 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage and
applicable to any trust created on or after January 1, 2020):
(a) A nonvested property interest is invalid unless: (1) When the
interest is created, it is certain to vest or terminate no later than twenty-
one years after the death of an individual then alive; or (2) the interest
either vests or terminates within ninety years after its creation.
(b) A general power of appointment not presently exercisable
because of a condition precedent is invalid unless: (1) When the power
is created, the condition precedent is certain to be satisfied or become
impossible to satisfy no later than twenty-one years after the death of an
individual then alive; or (2) the condition precedent either is satisfied or
becomes impossible to satisfy within ninety years after its creation. Substitute Senate Bill No. 986
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(c) A nongeneral power of appointment or a general testamentary
power of appointment is invalid unless: (1) When the power is created,
it is certain to be irrevocably exercised or otherwise to terminate no later
than twenty-one years after the death of an individual then alive; or (2)
the power is irrevocably exercised or otherwise terminates within ninety
years after its creation.
(d) In determining whether a nonvested property interest or a power
of appointment is valid under subdivision (1) of subsection (a), (b) or (c)
of this section, the possibility that a child will be born to an individual
after the individual's death is disregarded.
(e) If, in measuring a period from the creation of a trust or other
property arrangement, language in a governing instrument (1) seeks to
disallow the vesting or termination of any interest or trust beyond, (2)
seeks to postpone the vesting or termination of any interest or trust
until, or (3) seeks to operate in effect in any similar fashion upon, the
later of (A) the expiration of a period of time not exceeding twenty-one
years after the death of the survivor of specified lives in being at the
creation of the trust or other property arrangement or (B) the expiration
of a period of time that exceeds or might exceed twenty-one years after
the death of the survivor of lives in being at the creation of the trust or
other property arrangement, that language is inoperative to the extent
it produces a period of time that exceeds twenty-one years after the
death of the survivor described in subparagraph (A) of this subsection.
Nothing in this subsection shall affect the validity of the other
provisions of the trust or other property arrangement or of the
governing instrument.
(f) With respect to any trust created on or after January 1, 2020, this
section and sections 45a-492 to 45a-495, inclusive, shall apply to a
nonvested property interest or power of appointment contained in a
trust by substituting "eight hundred years" in place of "ninety years" in
each place such term appears in this section and sections 45a-492 to 45a- Substitute Senate Bill No. 986
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495, inclusive, unless the terms of the trust expressly require that all
beneficial interests in the trust vest or terminate within a lesser period.
Sec. 8. Section 1-350d of the general statutes is repealed and the
following is substituted in lieu thereof (Effective October 1, 2021):
A power of attorney must be dated and signed by the principal or in
the principal's conscious physical presence by another individual
directed by the principal to sign the principal's name on the power of
attorney and witnessed by two witnesses. A signature on a power of
attorney is presumed to be genuine if the principal acknowledges the
signature before a notary public, a commissioner of the Superior Court
or other individual authorized by law to take acknowledgments.
Sec. 9. Subsection (a) of section 47-5 of the general statutes is repealed
and the following is substituted in lieu thereof (Effective October 1, 2021):
(a) All conveyances of land shall be: (1) In writing; (2) if the grantor
is (A) a natural person, subscribed, with or without a seal, by the grantor
with his own hand or with his mark with his name annexed to it or by
his agent authorized for that purpose by a power (i) executed,
acknowledged and witnessed in the manner provided for conveyances,
or [, if the grantor is] (ii) executed, acknowledged and witnessed in the
same manner provided for in section 1-350d, as amended by this act,
and subsection (a) of section 1-350r; or (B) a corporation, limited liability
company or partnership, subscribed by a duly authorized person; (3)
acknowledged by the grantor, his agent or such duly authorized person
(A) to be his free act and deed, or (B) in any manner permitted under
chapter 6 or chapter 8; and (4) attested to by two witnesses with their
own hands.
Sec. 10. Subsection (b) of section 33-695 of the general statutes is
repealed and the following is substituted in lieu thereof (Effective from
passage): Substitute Senate Bill No. 986
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(b) [Annual shareholders' meetings] Unless the board of directors
determines that an annual shareholders' meeting shall be held solely by
means of remote communication in accordance with subsection (c) of
section 33-703, as amended by this act, such meeting (1) may be held in
or out of this state at the place stated in or fixed in accordance with the
bylaws, [. If] or (2) if no place is stated in or fixed in accordance with the
bylaws, annual meetings shall be held at the corporation's principal
office.
Sec. 11. Subsections (a) to (c), inclusive, of section 33-696 of the
general statutes are repealed and the following is substituted in lieu
thereof (Effective from passage):
(a) A corporation shall hold a special meeting of shareholders: (1) On
call of its board of directors or the person or persons authorized to do so
by the certificate of incorporation or bylaws; or (2) if the holders of at
least ten per cent of all the votes entitled to be cast on any issue proposed
to be considered at the proposed special meeting sign, date and deliver
to the corporation's secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be held,
except that if the corporation has a class of voting stock registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended from time to time, and no person held ten per cent or more of
[such votes] all the votes entitled to be cast by the holders of such class
of voting stock on February 1, 1988, the corporation need not hold such
meeting except upon demand of the holders of not less than thirty-five
per cent of such votes.
(b) If not otherwise fixed under section 33-697 or 33-701, as amended
by this act, the record date for determining shareholders entitled to
demand a special meeting is the date the first shareholder signs the
demand.
(c) [Special shareholders' meetings] Unless the board of directors Substitute Senate Bill No. 986
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determines that a special shareholders' meeting shall be held solely by
means of remote communication in accordance with subsection (c) of
section 33-703, as amended by this act, such meeting (1) may be held in
or out of this state at the place stated in or fixed in accordance with the
bylaws, [. If] or (2) if no place is stated or fixed in accordance with the
bylaws, special meetings shall be held at the corporation's principal
office.
Sec. 12. Section 33-697 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) The superior court for the judicial district where a corporation's
principal office or, if none in this state, its registered office is located may
summarily order a meeting to be held: (1) On application of any
shareholder of the corporation entitled to participate in an annual
meeting if an annual meeting was not held or action by written consent
in lieu thereof did not become effective within the earlier of six months
after the end of the corporation's fiscal year or fifteen months after its
last annual meeting; or (2) on application of a shareholder who signed a
demand for a special meeting valid under section 33-696, as amended
by this act, if: (A) Notice of the special meeting was not given within
thirty days after the date the demand was delivered to the corporation's
secretary; or (B) the special meeting was not held in accordance with the
notice.
(b) [The] Unless the bylaws require a meeting of shareholders to be
held at a place, the court may fix the time [and] of the meeting,
determine whether the meeting will be held at a place or solely by
remote communication, and, if the meeting is to be held at a place, the
place of the meeting, determine the shares entitled to participate in the
meeting, specify a record date or dates for determining shareholders
entitled to notice of and to vote at the meeting, prescribe the form and
content of the meeting notice, fix the quorum required for specific
matters to be considered at the meeting, or direct that the votes Substitute Senate Bill No. 986
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represented at the meeting constitute a quorum for action on those
matters, and enter other orders necessary to accomplish the purpose or
purposes of the meeting. The court may order the meeting to be held
solely by means of remote communication in compliance with section
33-703, as amended by this act, subject to such guidelines and
procedures as the court may order, including implementation of the
measures specified in subsection (b) of said section.
Sec. 13. Section 33-699 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) A corporation shall notify shareholders of the date [,] and time
[and place] of each annual and special shareholders' meeting and, if the
meeting is to be held at a place, the place of such meeting, no fewer than
ten nor more than sixty days before the meeting date. The notice shall
include the record date for determining the shareholders entitled to vote
at the meeting, if such date is different than the record date for
determining shareholders entitled to notice of the meeting. If the board
of directors has authorized participation by means of remote
communication pursuant to section 33-703, as amended by this act, for
any class or series of shareholders, the notice to such class or series of
shareholders shall describe the means of remote communication to be
used. Unless sections 33-600 to 33-998, inclusive, or the certificate of
incorporation requires otherwise, the corporation is required to give
notice only to shareholders entitled to vote at the meeting as of the
record date for determining the shareholders entitled to notice of the
meeting.
(b) Unless sections 33-600 to 33-998, inclusive, or the certificate of
incorporation requires otherwise, notice of an annual meeting need not
include a description of the purpose or purposes for which the meeting
is called.
(c) Notice of a special shareholders' meeting shall include a Substitute Senate Bill No. 986
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description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section 33-697 or 33-701, as amended
by this act, the record date for determining shareholders entitled to
notice of and to vote at an annual or special shareholders' meeting is the
day before the first notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special
shareholders' meeting is adjourned to a different date, time or place, if
any, notice need not be given of the new date, time or place, if any, if the
new date, time or place, if any, is announced at the meeting before
adjournment. If a new record date for the adjourned meeting is or must
be fixed under section 33-701, however, notice of the adjourned meeting
must be given under this section to shareholders entitled to vote at such
adjourned meeting as of the record date fixed for notice of such
adjourned meeting.
Sec. 14. Section 33-703 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) Shareholders of any class or series may participate in any meeting
of shareholders by means of remote communication to the extent the
board of directors authorizes such participation for such class or series.
Participation by means of remote communication shall be subject to
such guidelines and procedures as the board of directors adopts, and
shall be in conformity with subsection (b) of this section.
(b) Shareholders participating in a shareholders' meeting by means
of remote communication shall be deemed present and may vote at such
a meeting if the corporation has implemented reasonable measures: (1)
To verify that each person participating remotely is a shareholder, and
(2) to provide such shareholders a reasonable opportunity to participate
in the meeting and to vote on matters submitted to the shareholders,
including an opportunity to communicate, and to read or hear the Substitute Senate Bill No. 986
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proceedings of the meeting, substantially concurrent with such
proceedings.
(c) Unless the bylaws require the meeting of shareholders to be held
at a place, the board of directors may determine that any meeting of
shareholders shall not be held at any place and shall instead be held
solely by means of remote communication, provided the corporation
implements the measures specified in subsection (b) of this section.
Sec. 15. Section 33-704 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) After fixing a record date for a meeting, a corporation shall
prepare an alphabetical list of the names of all its shareholders who are
entitled to notice of a shareholders' meeting. If the board of directors
fixes a different record date under subsection (e) of section 33-701 to
determine the shareholders entitled to vote at the meeting, a corporation
also shall prepare an alphabetical list of the names of all its shareholders
who are entitled to vote at the meeting. A list shall be arranged by voting
group, and within each voting group by class or series of shares, and
show the address of and number of shares held by each shareholder.
(b) The shareholders' list for notice shall be available for inspection
by any shareholder, beginning two business days after notice of the
meeting is given for which the list was prepared and continuing through
the meeting, (1) at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be
held, or (2) on a reasonably accessible electronic network, provided the
information required to gain access to such list is provided with the
notice of the meeting. In the event that the corporation makes the list
available on an electronic network, the corporation may take reasonable
steps to ensure that such information is available only to shareholders
of the corporation. A shareholders' list for voting must be similarly
available for inspection promptly after the record date for voting. A Substitute Senate Bill No. 986
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shareholder, his agent or attorney is entitled on written demand to
inspect and, subject to the requirements of subsection (d) of section 33-
946, to copy a list, during regular business hours and at his expense,
during the period it is available for inspection.
(c) [The] If the meeting is to be held at a place, the corporation shall
make the list of shareholders entitled to vote available [at] during the
meeting, and any shareholder, his agent or attorney is entitled to inspect
the list at any time during the meeting or any adjournment. If the
meeting is to be held solely by means of remote communication, such
list shall be open to inspection during the meeting on a reasonably
accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.
(d) If the corporation refuses to allow a shareholder or his agent or
attorney to inspect a shareholders' list before or at the meeting, or copy
a list as permitted by subsection (b) of this section, the superior court for
the judicial district where a corporation's principal office or, if none in
this state, its registered office, is located, on application of the
shareholder, may summarily order the inspection or copying at the
corporation's expense and may postpone the meeting for which the list
was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available a shareholders' list
does not affect the validity of action taken at the meeting.
Sec. 16. Section 33-808 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) A bylaw that fixes a greater quorum or voting requirement for the
board of directors or that requires a meeting of shareholders to be held
at a place may be amended or repealed: (1) If originally adopted by the
shareholders, only by the shareholders; (2) if originally adopted by the
incorporator or incorporators or by the board of directors, either by the Substitute Senate Bill No. 986
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shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a
greater quorum or voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of
either the shareholders or the board of directors.
(c) Action by the board of directors under subdivision (2) of
subsection (a) of this section to adopt or amend a bylaw that changes the
quorum or voting requirement for the board of directors must meet the
same quorum requirement and be adopted by the same vote required to
take action under the quorum and voting requirement then in effect or
proposed to be adopted, whichever is greater.
Sec. 17. Section 33-1061 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) A corporation that has members entitled to vote for the election of
directors shall hold a meeting of such members annually at a time stated
in or fixed in accordance with the bylaws.
(b) [Annual meetings of members] Unless the board of directors
determines that an annual meeting of members shall be held solely by
means of remote communication in accordance with the provisions of
subsection (c) of section 22 of this act, such meeting (1) may be held in
or out of this state at the place stated in or fixed in accordance with the
bylaws, [. If] or (2) if no place is stated in or fixed in accordance with the
bylaws, annual meetings shall be held at the corporation's principal
office.
(c) A corporation that has members entitled to vote may hold regular
meetings of such members in or out of this state at the places and times
stated in or fixed in accordance with the bylaws.
(d) The failure to hold an annual or regular meeting at the time stated Substitute Senate Bill No. 986
Public Act No. 21-39 19 of 26
in or fixed in accordance with a corporation's bylaws does not affect the
validity of any corporate action.
Sec. 18. Section 33-1062 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) A corporation that has members entitled to vote shall hold a
special meeting of members entitled to vote at the meeting: (1) On call
of its board of directors or the person or persons authorized to do so by
the certificate of incorporation or the bylaws; or (2) if the members
holding at least five per cent, or such other number or proportion as
shall be provided in the bylaws, of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting sign,
date and deliver to the corporation one or more written demands for the
meeting describing the purpose or purposes for which it is to be held. If
a call for such a special meeting is not issued within fifteen days after
receipt of such members' request, such members may call the meeting.
(b) If not otherwise fixed under section 33-1063 or 33-1067, as
amended by this act, the record date for determining members entitled
to demand a special meeting is the date the first member signs the
demand.
(c) [Special meetings of members] Unless the board of directors
determines that a special meeting of members shall be held solely by
remote communication in accordance with the provisions of subsection
(c) of section 22 of this act, such meeting (1) may be held in or out of this
state at the place stated in or fixed in accordance with the bylaws, [. If]
or (2) if no place is stated or fixed in accordance with the bylaws, special
meetings shall be held at the corporation's principal office.
(d) Only business within the purpose or purposes described in the
meeting notice required by subsection (c) of section 33-1065, as amended
by this act, may be conducted at a special meeting of members. Substitute Senate Bill No. 986
Public Act No. 21-39 20 of 26
Sec. 19. Section 33-1063 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) The superior court for the judicial district where a corporation's
principal office or, if none in this state, its registered office is located may
summarily order a meeting to be held: (1) On application of any member
entitled to vote at an annual meeting if an annual meeting was not held
within the earlier of six months after the end of the corporation's fiscal
year or fifteen months after its last annual meeting; or (2) on application
of a member who signed a demand for a special meeting valid under
section 33-1062, as amended by this act, if: (A) Notice of the special
meeting was not given within thirty days after the date the demand was
delivered to the corporation's secretary; or (B) the special meeting was
not held in accordance with the notice.
(b) [The] Unless the bylaws require a meeting of members to be held
at a place, the court may fix the time [and] of the meeting and, if the
meeting is to be held at a place, the place of the meeting, determine the
members entitled to vote at the meeting, specify a record date for
determining members entitled to notice of and to vote at the meeting,
prescribe the form and content of the meeting notice, fix the quorum
required for specific matters to be considered at the meeting, or direct
that the votes represented at the meeting constitute a quorum for action
on those matters, and enter other orders necessary to accomplish the
purpose or purposes of the meeting. The court may order the meeting
to be held solely by means of remote communication in compliance with
section 22 of this act, subject to such guidelines and procedures as the
court may order, including implementation of the measures specified in
subsection (b) of said section.
Sec. 20. Section 33-1064 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) Any action which, under any provision of sections 33-1000 to 33- Substitute Senate Bill No. 986
Public Act No. 21-39 21 of 26
1290, inclusive, may be taken at a meeting of members may be taken
without a meeting by one or more consents in writing, setting forth the
action so taken or to be taken, signed by all of the persons who would
be entitled to vote upon such action at a meeting, or by their duly
authorized attorneys which action for purposes of this subsection shall
be referred to as "unanimous written consent". The secretary shall file
such consent or consents, or certify the tabulation of such consents and
file such certificate, with the minutes of the meetings of the members. A
unanimous written consent shall have the same force and effect as a vote
of the members at a meeting duly held, and may be stated as such in any
certificate or document filed under sections 33-1000 to 33-1290,
inclusive.
(b) [Where directors or officers are to be elected by members or any
other action is to be voted upon by members, the certificate of
incorporation or bylaws may provide that such elections may be
conducted and such actions voted upon by mail in such manner as shall
be stated therein. The vote of members, or of the members of any
particular class, shall be determined from the total number of members
who actually vote by mail, rather than from the total number of
members entitled so to vote, unless the certificate of incorporation
otherwise provides. A ballot signed under this section shall have the
same force and effect as a vote of the member who signed it at a meeting
duly held, and may be stated as such in any certificate or document filed
under sections 33-1000 to 33-1290, inclusive] The certificate of
incorporation or bylaws may provide that any action that may be taken
at any meeting of members may be taken without a meeting if the
corporation delivers notice that includes a ballot to every member
entitled to vote on the matter. A ballot shall: (1) Be in writing; (2) set
forth each proposed action; (3) provide an opportunity to vote for, or
withhold a vote for, each candidate for election as a director, if any; and
(4) provide an opportunity to vote for or against each other proposed
action. Substitute Senate Bill No. 986
Public Act No. 21-39 22 of 26
(c) [If not otherwise fixed under section 33-1063 or 33-1067, the record
date for determining members entitled to take action without a meeting
is the date the first member signs the consent or ballot under subsection
(a) or (b) of this section] Approval by ballot pursuant to this section of
action other than election of directors is valid only when the number of
votes cast by ballot equals or exceeds the quorum required to be present
at a meeting authorizing the action, and the number of approvals equals
or exceeds the number of votes that would be required to approve the
matter at a meeting at which the total number of votes cast was the same
as the number of votes cast by ballot. A ballot signed under this section
shall have the same force and effect as a vote of the member who signed
it at a meeting duly held, and may be stated as such in any certificate or
document filed under sections 33-1000 to 33-1290, inclusive.
(d) [The absence from the minutes of any indication that a member
objected to holding the meeting shall prima facie establish that no such
objection was made.] Any solicitation for votes by ballot shall: (1)
Indicate the number of responses needed to meet the quorum
requirements, (2) state the percentage of approvals necessary to approve
each matter other than election of directors, and (3) specify the time by
which a ballot must be received by the corporation in order to be
counted.
(e) Except as otherwise provided in the certificate of incorporation or
bylaws, a ballot may not be revoked.
(f) If not otherwise fixed under section 33-1063, as amended by this
act, or 33-1067, the record date for determining members entitled to take
action without a meeting is: (1) The date the first member signs the
consent under subsection (a) of this section, or (2) the date the
corporation delivers the notice under subsection (b) of this section.
(g) The absence from the minutes of any indication that a member
objected to holding the meeting shall prima facie establish that no such Substitute Senate Bill No. 986
Public Act No. 21-39 23 of 26
objection was made.
Sec. 21. Section 33-1065 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) A corporation shall notify members entitled to vote of the date [,]
and time [and place] of each annual, regular and special meeting of
members and, if the meeting is to be held at a place, the place of the
meeting, no fewer than ten nor more than sixty days before the meeting
date. Unless sections 33-1000 to 33-1290, inclusive, or the certificate of
incorporation requires otherwise, the corporation is required to give
notice only to members entitled to vote at the meeting.
(b) Unless sections 33-1000 to 33-1290, inclusive, the certificate of
incorporation or bylaws require otherwise, notice of an annual or
regular meeting need not include a description of the purpose or
purposes for which the meeting is called, except that, unless stated in a
written notice of the meeting, (1) no bylaw may be brought up for
adoption, amendment or repeal, and (2) no matter, other than the
election of directors at an annual meeting, may be brought up which
expressly requires the vote of members pursuant to said sections.
(c) Notice of a special meeting of members shall include a description
of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section 33-1063, as amended by this
act, or 33-1067, the record date for determining members entitled to
notice of and to vote at an annual, regular or special meeting is the day
before the first notice is delivered to members.
(e) Unless the bylaws require otherwise, if an annual, regular or
special meeting of members is adjourned to a different date, time or
place, if any, notice need not be given of the new date, time or place, if
any, if the new date, time or place, if any, is announced at the meeting
before adjournment. If a new record date for the adjourned meeting is Substitute Senate Bill No. 986
Public Act No. 21-39 24 of 26
or must be fixed under section 33-1067, however, notice of the adjourned
meeting must be given under this section to persons who are members
entitled to vote as of the new record date.
Sec. 22. (NEW) (Effective from passage) (a) Members of any class may
participate in any meeting of members by means of remote
communication to the extent the board of directors authorizes such
participation for such class. Participation by means of remote
communication shall be subject to such guidelines and procedures as
the board of directors adopts, and shall be in conformity with subsection
(b) of this section.
(b) Members participating in a member meeting by means of remote
communication shall be deemed present and may vote at such a meeting
if the corporation has implemented reasonable measures: (1) To verify
that each person participating remotely is a member; and (2) to provide
such members a reasonable opportunity to participate in the meeting
and to vote on matters submitted to the members, including an
opportunity to communicate and to read or hear the proceedings of the
meeting substantially concurrently with such proceedings.
(c) Unless the bylaws require the meeting of members to be held at a
place, the board of directors may determine that any meeting of
members shall not be held at any place and shall instead be held solely
by means of remote communication, provided the corporation
implements the measures specified in subsection (b) of this section.
Sec. 23. Section 33-1070 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) After fixing a record date for a meeting, a corporation shall
prepare an alphabetical list of the names of all its members who are
entitled to notice of the meeting. The list shall be arranged by classes of
members, if any, and show the address of and number of votes to which Substitute Senate Bill No. 986
Public Act No. 21-39 25 of 26
each such member is entitled.
(b) The members' list shall be available for inspection by any
members entitled to vote at the meeting, beginning two business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting, (1) at the corporation's principal office
or at a place identified in the meeting notice in the city where the
meeting will be held, or (2) on a reasonably accessible electronic
network, provided the information required to gain access to such list is
provided with the notice of the meeting. In the event that the
corporation makes the list available on an electronic network, the
corporation may take reasonable steps to ensure that such information
is available only to members of the corporation. A member entitled to
vote at the meeting or his agent or attorney is entitled on written
demand to inspect and, subject to the requirements of subsection (c) of
section 33-1236, to copy the list, during regular business hours and at
his expense, during the period it is available for inspection.
(c) [The] If the meeting is to be held at a place, the corporation shall
make the members' list available [at] during the meeting, and any
member entitled to vote at the meeting or his agent or attorney is
entitled to inspect the list at any time during the meeting or any
adjournment. If the meeting is to be held solely by means of remote
communication, such list shall be open to such inspection during the
meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice
of the meeting.
(d) If the corporation refuses to allow a member entitled to vote at the
meeting or his agent or attorney to inspect the members' list before or at
the meeting, or copy the list as permitted by subsection (b) of this
section, the superior court for the judicial district where a corporation's
principal office or, if none in this state, its registered office, is located, on
application of the member, may summarily order the inspection or Substitute Senate Bill No. 986
Public Act No. 21-39 26 of 26
copying at the corporation's expense and may postpone the meeting for
which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available the members' list
does not affect the validity of action taken at the meeting.
Sec. 24. Section 33-1152 of the general statutes is repealed and the
following is substituted in lieu thereof (Effective from passage):
(a) A bylaw that fixes a greater quorum or voting requirement for the
board of directors or that requires a meeting of members to be held at a
place may be amended or repealed: (1) If originally adopted by the
members, only by the members; (2) if originally adopted by the
incorporator or incorporators or by the board of directors, either by the
members or by the board of directors.
(b) A bylaw adopted or amended by the members that fixes a greater
quorum or voting requirement for the board of directors may provide
that it may be amended or repealed only by a specified vote of either the
members or the board of directors.
(c) Action by the board of directors under subdivision (2) of
subsection (a) of this section to adopt or amend a bylaw that changes the
quorum or voting requirement for the board of directors must meet the
same quorum requirement and be adopted by the same vote required to
take action under the quorum and voting requirement then in effect or
proposed to be adopted, whichever is greater.