CHAPTER 601
BUSINESS CORPORATIONS

Table of Contents

Sec. 33-602. Definitions.
Sec. 33-603. Notices and other communications.
Sec. 33-608. Filing requirements.
Sec. 33-661. Change of registered office or registered agent.
Sec. 33-671. Subscription for shares before incorporation.
Sec. 33-697. Court-ordered meeting.
Sec. 33-698. Action without meeting.
Sec. 33-699. Notice of meeting.
Sec. 33-701. Record date.
Sec. 33-703. Remote participation in annual and special meetings.
Sec. 33-704. Shareholders' list for meeting.
Sec. 33-706. Proxies.
Sec. 33-722. Demand.
Sec. 33-773. Advance for expenses.
Sec. 33-784. Shareholders' action.
Sec. 33-815. *(See end of section for amended version and effective date.) Merger.
Sec. 33-816. *(See end of section for amended version and effective date.) Share exchange.
Sec. 33-817. *(See end of section for amended version of subdivision (4) and effective date.) Action on plan of merger or share exchange.
Sec. 33-819. *(See end of section for amended version of subsection (a) and effective date.) Certificate of merger or share exchange.
Sec. 33-820. *(See end of section for amended version and effective date.) Effect of merger or share exchange.
Sec. 33-821a. Abandoned merger or share exchange.
Sec. 33-856. Right to appraisal.
Sec. 33-860. Notice of appraisal rights.
Sec. 33-861. Notice of intent to demand payment. Consequences of voting or consenting.
Sec. 33-862. Appraisal notice and form.
Sec. 33-927. Change of registered office or registered agent of foreign corporation.
Sec. 33-945. Corporate records.
Sec. 33-946. Inspection of records by shareholders.
Sec. 33-947. Scope of inspection right.
Sec. 33-948. Court-ordered inspection.
Sec. 33-950. Exception to notice requirement.
Sec. 33-953. Reports.
Sec. 33-997. Saving provisions.

PART I
GENERAL PROVISIONS

      Sec. 33-602. Definitions. As used in sections 33-600 to 33-998, inclusive:

      (1) "Address" means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box.

      (2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.

      (3) "Certificate of incorporation" means the original certificate of incorporation or restated certificate of incorporation, and all amendments thereto, and all certificates of merger or consolidation. In the case of a specially chartered corporation, "certificate of incorporation" means the special charter of the corporation, including any portions of the charters of its predecessor companies which have continuing effect, and any amendments to the charter made by special act or pursuant to general law. In the case of a corporation formed before January 1, 1961, or of a specially chartered corporation, "certificate of incorporation" includes those portions of any other corporate instruments or resolutions of current application in which are set out provisions of the sort which either (A) are required by sections 33-600 to 33-998, inclusive, to be embodied in the certificate of incorporation, or (B) are expressly permitted by sections 33-600 to 33-998, inclusive, to be operative only if included in the certificate of incorporation. It also includes what were, prior to January 1, 1961, designated at law as agreements of association, articles of incorporation, charters and other such terms.

      (4) "Conspicuous" means so written, displayed or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text in italics, boldface, contrasting color, capitals or underlined is conspicuous.

      (5) "Corporation" or "domestic corporation" means a corporation with capital stock, which is not a foreign corporation, incorporated under the laws of this state, whether general law or special act and whether before or after January 1, 1997.

      (6) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and, if authorized in accordance with section 33-603, electronic transmission.

      (7) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption or other acquisition of shares; a distribution of indebtedness; or otherwise.

      (8) "Document" means (A) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (B) an electronic record.

      (9) "Effective date of notice" is defined in section 33-603.

      (10) (A) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities.

      (B) "Electronic record" means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection (j) of section 33-603.

      (C) "Electronic transmission" or "electronically transmitted" means any form or process of communication not directly involving the physical transfer of paper or another tangible medium, which (i) is suitable for the retention, retrieval and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection (j) of section 33-603.

      (11) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee.

      (12) "Entity" includes a corporation and foreign corporation; nonprofit corporation; profit and nonprofit unincorporated association; business trust, estate, partnership, limited liability company, trust and two or more persons having a joint or common economic interest; and state, United States or foreign government.

      (13) "Expenses" means reasonable expenses of any kind that are incurred in connection with a matter including, but not limited to, reasonable counsel fees.

      (14) "Facts objectively ascertainable" outside of a plan or filed document is defined in subsection (l) of section 33-608.

      (15) "Foreign corporation" means a corporation incorporated under a law other than the law of this state.

      (16) "Governmental subdivision" includes authority, county, district and municipality.

      (17) "Includes" denotes a partial definition.

      (18) "Individual" includes the estate of an incompetent or deceased individual.

      (19) "Means" denotes an exhaustive definition.

      (20) "Notice" is defined in section 33-603.

      (21) "Person" includes individual and entity.

      (22) "Principal office" of a domestic corporation means the address of the principal office of such corporation in this state, if any, as the same appears in the last annual report, if any, filed by such corporation with the Secretary of the State. If no principal office so appears, the corporation's "principal office" means the address in this state of the corporation's registered agent for service as last shown on the records of the Secretary of the State. In the case of a domestic corporation which has not filed such an annual report or appointment of registered agent for service, the "principal office" means the address of the principal place of business of such corporation in this state, if any, and if such corporation has no place of business in this state, its "principal office" shall be the office of the Secretary of the State.

      (23) "Proceeding" includes civil suit and criminal, administrative and investigatory action.

      (24) "Public corporation" means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association.

      (25) "Qualified director" is defined in section 33-605.

      (26) "Record date" means the date established under sections 33-665 to 33-687, inclusive, or sections 33-695 to 33-727, inclusive, on which a corporation determines the identity of its shareholders and their shareholdings for purposes of sections 33-600 to 33-998, inclusive. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

      (27) "Secretary" means the corporate officer to whom under the bylaws or by the board of directors is delegated responsibility under subsection (c) of section 33-763 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

      (28) "Secretary of the State" means the Secretary of the State of Connecticut.

      (29) "Shares" means the units into which the proprietary interests in a corporation are divided.

      (30) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

      (31) "Sign" or "signature" means, with present intent to authenticate or adopt a document: (A) To execute or adopt a tangible symbol to a document, and includes any manual, facsimile or conformed signature; or (B) to attach to or logically associate with an electronic transmission an electronic sound, symbol or process, and includes an electronic signature in an electronic transmission.

      (32) "State", when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

      (33) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

      (34) "United States" includes any district, authority, bureau, commission, department and other agency of the United States.

      (35) "Voting group" means all shares of one or more classes or series that under the certificate of incorporation or sections 33-600 to 33-998, inclusive, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the certificate of incorporation or said sections to vote generally on the matter are for that purpose a single voting group.

      (36) "Voting power" means the current power to vote in the election of directors.

      (37) "Writing" or "written" means any information in the form of a document.

      (P.A. 94-186, S. 17, 215; P.A. 95-79, S. 125, 189; P.A. 96-271, S. 2, 254; P.A. 98-137, S. 1, 62; 98-219, S. 33, 34; P.A. 01-199, S. 1-3; P.A. 03-18, S. 2; 03-158, S. 3; P.A. 06-68, S. 1; P.A. 09-55, S. 17; P.A. 11-147, S. 10.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 95-79 redefined "entity" to include a limited liability company, effective January 1, 1997; P.A. 96-271 replaced definition of "articles of incorporation" with definition of "certificate of incorporation", renumbering definition of "authorized shares" as Subdiv. (2), amended definition of "corporation" to replace "corporation for profit" with "corporation with capital stock", amended definition of "entity" to replace references to "not-for-profit" with "nonprofit", amended definition of "foreign corporation" to delete "for profit" following "corporation" in definitional language, amended definition of "secretary" to replace "to whom the board of directors has delegated" with "to whom under the bylaws or by the board of directors is delegated", amended definition of "transmitted by electronic means" to delete provision that the process of communication be prescribed by the Secretary of the State "as suitable for retention, retrieval and reproduction by the Secretary of the State of the product of that process of communication", and amended definition of "voting group" to replace references to "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 98-137 redefined "deliver", added definitions of "electronic transmission or electronically transmitted" and "sign or signature", deleted definition of "transmitted by electronic means" and renumbered the remaining Subdivs. accordingly, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 redefined "deliver" to make definition also applicable to term "delivery", redefined "electronic transmission" or "electronically transmitted" to reposition provision re "not directly involving the physical transfer of paper" and redefined "sign" or "signature" to include an electronic signature; P.A. 03-18 added definition of "voting power", effective July 1, 2003; P.A. 03-158 made a technical change in Subdiv. (3), added new Subdiv. (13) re facts objectively ascertainable outside of a plan or filed document and redesignated existing Subdivs. (13) to (31) as Subdivs. (14) to (32); P.A. 06-68 added new Subdivs. (23) and (24) defining "public corporation" and "qualified director" and redesignated existing Subdivs. (23) to (33) as Subdivs. (25) to (35); P.A. 09-55 made definitions applicable to Secs. 33-603a and 33-809, added new Subdiv. (13) defining "expenses" and redesignated existing Subdivs. (13) to (35) as Subdivs. (14) to (36); P.A. 11-147 redefined "conspicuous", "deliver" or "delivery", "document", "electronic transmission" or "electronically transmitted" and "sign" or "signature" and added definitions of "electronic", "electronic record" and "writing" or "written".

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      Sec. 33-603. Notices and other communications. (a) Notice under sections 33-600 to 33-998, inclusive, shall be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under sections 33-600 to 33-998, inclusive, shall be in English.

      (b) A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be in accordance with this section. If these methods of delivery are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published or by radio, television or other form of public broadcast communication.

      (c) Notice or other communication to a domestic or foreign corporation authorized to transact business in this state may be delivered to its registered agent at its registered office or to the secretary of the corporation at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

      (d) Notice or other communications may be delivered by electronic transmission if (1) consented to by the recipient or authorized by subsection (k) of this section, and (2) the electronic transmission contains or is accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact.

      (e) Any consent under subsection (d) of this section may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if (1) the corporation is unable to deliver two consecutive electronic transmissions given by the corporation in accordance with such consent, and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communications; provided, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

      (f) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when: (1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and (2) it is in a form capable of being processed by that system.

      (g) Receipt of an electronic acknowledgement from an information processing system described in subdivision (1) of subsection (f) of this section establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

      (h) An electronic transmission is received under this section even if no individual is aware of its receipt.

      (i) Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:

      (1) If in physical form, the earliest of: (A) When it is actually received; or (B) when it is left at: (i) A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under subsection (c) of section 33-945; (ii) a director's residence or usual place of business; or (iii) the corporation's principal place of business;

      (2) If mailed postage prepaid and correctly addressed to a shareholder, upon deposit in the United States mail;

      (3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of: (A) When it is actually received; (B) if sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (C) five days after it is deposited in the United States mail;

      (4) If an electronic transmission, when it is received as provided in subsection (f) of this section; or

      (5) If oral, when communicated.

      (j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if (1) the electronic transmission is otherwise retrievable in perceivable form, and (2) the sender and the recipient have consented in writing to the use of such form of electronic transmission.

      (k) If sections 33-600 to 33-998, inclusive, prescribe requirements for notices or other communications in particular circumstances, those requirements govern. If a certificate of incorporation or bylaw prescribes requirements for notices or other communications, not inconsistent with this section or other provisions of said sections, those requirements govern. The certificate of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.

      (l) In computing the period of time of any notice required or permitted to be given by sections 33-600 to 33-998, inclusive, or under the provisions of the certificate of incorporation or bylaws of a corporation or of a resolution of shareholders or directors, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included, in the absence of a contrary provision.

      (P.A. 94-186, S. 18, 215; P.A. 96-271, S. 3, 254; P.A. 97-246, S. 1, 2, 99; P.A. 98-137, S. 2, 62; 98-219, S. 33, 34; P.A. 01-199, S. 4; P.A. 10-35, S. 1; P.A. 11-147, S. 11.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (g) to replace "articles" of incorporation with "certificate" of incorporation and "bylaws" with "bylaw", effective January 1, 1997; P.A. 97-246 amended Subsecs. (c) and (e) to replace "postpaid" with "postage prepaid", effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to replace "Notice transmitted or received electronically is in writing and is written notice if it is accomplished in a manner that is suitable for retention, retrieval and reproduction of the notice by the recipient" with "Written notice includes notice by electronic transmission", amended Subsec. (b) to authorize notice "by mail or other method of delivery, or by telephone, voice mail or other electronic means" rather than "by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier", amended Subsec. (c)(2) to replace "when transmitted by facsimile or other electronic means if transmitted to the shareholder in the manner authorized by the shareholder for purposes of facsimile or electronic transmission, as the case may be" with "when electronically transmitted to the shareholder in a manner authorized by the shareholder", and amended Subsec. (e)(2) to delete "as evidenced by the postmark", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (a) to replace "Written notice includes notice by electronic transmission" with "Notice by electronic transmission is written notice" and made a technical change in Subsec. (e); P.A. 10-35 amended Subsec. (d) to substitute "secretary of the corporation" for "corporation or its secretary" re addressee; P.A. 11-147 amended Subsec. (a) to delete "Notice by electronic transmission is written notice", add provision requiring words in notice or other communication to be in English unless otherwise agreed and make a technical change, amended Subsec. (b) to replace "Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail or other electronic means" with "A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be in accordance with this section", replace "If these forms of personal notice" with "If these methods of delivery" and replace "notice" with "a notice or other communication", deleted former Subsec. (c) re when written notice to a shareholder is effective, redesignated existing Subsec. (d) as Subsec. (c) and amended same to replace "Written notice" with "Notice or other communication" and replace "addressed" with "delivered", deleted former Subsec. (e) re earliest date that written notice is effective, deleted former Subsec. (f) re when oral notice is effective, added new Subsec. (d) re when notice or other communications may be delivered by electronic transmission, added new Subsec. (e) re revocation of consent for delivery by electronic transmission, added new Subsec. (f) re when electronic transmission is considered received, added new Subsec. (g) re effect of receipt of electronic acknowledgement, added new Subsec. (h) re electronic transmission considered received even if no individual is aware of its receipt, added new Subsec. (i) re earliest date that notice or other communication is effective, added new Subsec. (j) re when notice or other communication may be in form of electronic transmission that cannot be directly reproduced in paper form by recipient through automated process used in conventional commercial practice, redesignated existing Subsec. (g) as Subsec. (k) and amended same to replace "notice requirements" with "requirements for notices or other communications" and add provision re certificate of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission and redesignated existing Subsec. (h) as Subsec. (l).

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      Sec. 33-608. Filing requirements. (a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.

      (b) Sections 33-600 to 33-998, inclusive, shall require or permit filing the document in the office of the Secretary of the State.

      (c) The document shall contain the information required by sections 33-600 to 33-998, inclusive. It may contain other information as well.

      (d) The document shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.

      (e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

      (f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

      (g) The person executing the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.

      (h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-609, the document shall be in or on the prescribed form.

      (i) The document shall be delivered to the office of the Secretary of the State for filing. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-662 and 33-928.

      (j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-600 to 33-998, inclusive, or other law must be paid or provision for payment made in a manner permitted by the Secretary of the State.

      (k) When any document is required or permitted to be filed or recorded as provided in sections 33-600 to 33-998, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

      (l) As used in this subsection, "filed document" means a document filed with the Secretary of the State under any provision of sections 33-600 to 33-998, inclusive, except sections 33-920 to 33-937, inclusive, and section 33-953, and "plan" means a plan of merger or share exchange. Whenever a provision of sections 33-600 to 33-998, inclusive, permits any of the terms of a plan or filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:

      (1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document;

      (2) The facts may include, but are not limited to (A) any of the following that is available in a nationally recognized news or information medium either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data, (B) a determination or action by any person or body, including the corporation or any other party to a plan or filed document, or (C) the terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;

      (3) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) the registered office of any entity required in a filed document; (C) the registered agent of any entity required in a filed document; (D) the number of authorized shares and designation of each class or series of shares; (E) the effective date of a filed document; and (F) any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which such approval was given; and

      (4) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and such fact is not ascertainable by reference to a source described in subparagraph (A) of subdivision (2) of this subsection or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the Secretary of the State a certificate of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Certificates of amendment under this subdivision are deemed to be authorized by the authorization of the original plan or filed document to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.

      (m) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 33-600 to 33-998, inclusive, to be filed with the Secretary of the State.

      (P.A. 94-186, S. 4, 215; P.A. 96-271, S. 4, 254; P.A. 98-137, S. 50, 51, 62; 98-219, S. 33, 34; P.A. 01-199, S. 5; P.A. 03-158, S. 4; P.A. 11-146, S. 1.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (i) to delete the exception for when the document is transmitted by electronic means, effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (g) to replace "transmitted by electronic means" with "electronically transmitted", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (d) to replace "or, if authorized by the Secretary of the State, electronically transmitted" with "or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form", amended Subsec. (g) to make the manner of executing a document the same whether it is typewritten or printed or electronically transmitted by deleting provision that required the person executing a document that is electronically transmitted to "affirm and authenticate the execution of the document in such manner as the Secretary of the State may prescribe as effective for those purposes", replace provision authorizing the document to contain "(1) The corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgment, verification or proof" with "a corporate seal, attestation, acknowledgment or verification" and make technical changes for purposes of gender neutrality, amended Subsec. (i) to authorize delivery by electronic transmission if and to the extent permitted by the Secretary of the State and authorize the Secretary of the State to require one exact or conformed copy of a filed document that is in typewritten or printed form and not electronically transmitted to be delivered with the document, amended Subsec. (j) to rephrase provisions and amended Subsec. (k) to make a technical change for purposes of gender neutrality; P.A. 03-158 added Subsec. (l) re terms and provisions of plan or filed document to be dependent on facts objectively ascertainable outside the plan or filed document; P.A. 11-146 amended Subsec. (i) to delete provision authorizing delivery by electronic transmission if and to extent permitted by Secretary of the State and added new Subsec. (m) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing new technology as it is developed of any document required to be filed with said Secretary, effective January 1, 2012.

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PART V
OFFICE AND AGENT

      Sec. 33-661. Change of registered office or registered agent. (a) A corporation may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of change that sets forth: (1) The name of the corporation; (2) if the current registered office is to be changed, the street address of its current registered office and the street address of the new registered office; and (3) if the current registered agent is to be changed, the name of its current registered agent and the name of the new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment.

      (b) If the street address of a registered agent's business office changes, he may change the street address of the registered office of any corporation for which he is the registered agent by delivering a signed written notice of the change to the corporation and delivering to the Secretary of the State for filing a signed statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.

      (P.A. 94-186, S. 36, 215; P.A. 96-271, S. 29, 254; P.A. 97-246, S. 8, 99; P.A. 11-147, S. 12.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 deleted Subsec. (a)(6) requiring the statement to set forth that after the change or changes are made the street addresses of its registered office and the business office of its registered agent will be identical, effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to combine former Subdivs. (2) and (3) into Subdiv. (2), thereby providing that the statement must set forth the street address of the current registered office only if the current registered office is to be changed and combined former Subdivs. (4) and (5) into new Subdiv. (3), thereby providing that the statement must set forth the name of the current registered agent only if the current registered agent is to be changed, effective June 27, 1997; P.A. 11-147 amended Subsec. (b) to rephrase provision re change of street address of registered agent's business office and provide that agent may change address "by delivering a signed written notice of the change to the corporation and delivering to the Secretary of the State for filing a signed statement", rather than "by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of the State for filing a statement".

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PART VI
SHARES AND DISTRIBUTIONS

(B)

ISSUANCE OF SHARES

      Sec. 33-671. Subscription for shares before incorporation. (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

      (b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series unless the subscription agreement specifies otherwise.

      (c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

      (d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the corporation sends a written demand for payment to the subscriber.

      (e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 33-672.

      (P.A. 94-186, S. 43, 215; P.A. 11-147, S. 13.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 amended Subsec. (d) to make a technical change.

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PART VII
SHAREHOLDERS

(A)

MEETINGS

      Sec. 33-697. Court-ordered meeting. (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, if: (A) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or (B) the special meeting was not held in accordance with the notice.

      (b) The court may fix the time and place of the meeting, determine the 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 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.

      (P.A. 94-186, S. 58, 215; P.A. 09-55, S. 6; P.A. 11-147, S. 3.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 09-55 amended Subsec. (a)(1) to authorize ordering of a meeting if action by written consent in lieu of annual meeting did not become effective within specified time period; P.A. 11-147 amended Subsec. (b) to authorize court to specify record "dates".

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      Sec. 33-698. Action without meeting. (a) Action required or permitted under any provision of sections 33-600 to 33-998, inclusive, to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

      (b) The certificate of incorporation may provide that any action required or permitted by any provision of sections 33-600 to 33-998, inclusive, to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

      (c) If not otherwise fixed under section 33-701, and if prior board action is not required respecting the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under section 33-701 and if prior board action is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board taking such prior action is adopted. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by the holders of shares having sufficient votes to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient to take the corporate action are delivered to the corporation.

      (d) A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the certificate of incorporation, the bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by the holders of shares having sufficient votes to take the action are delivered to the corporation.

      (e) If any provision of sections 33-600 to 33-998, inclusive, requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the action not more than ten days after (1) written consents sufficient to take the action have been delivered to the corporation, or (2) such later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section. The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of sections 33-600 to 33-998, inclusive, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

      (f) If action is taken by less than unanimous written consent of the voting shareholders, the corporation must give its nonconsenting voting shareholders written notice of the action not more than ten days after (1) written consents sufficient to take the action have been delivered to the corporation, or (2) such later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section. The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of sections 33-600 to 33-998, inclusive, would have been required to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.

      (g) The notice requirements in subsections (e) and (f) of this section shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent, provided this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give such notice within the required time period.

      (P.A. 94-186, S. 59, 215; P.A. 96-271, S. 48, 254; P.A. 98-137, S. 3, 62; 98-219, S. 33, 34; P.A. 09-55, S. 4; P.A. 11-147, S. 14.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace "consent" with "one or more consents", require the consents to bear the date of signature and delete the provision that any consents which become effective shall have the same force and effect as a vote of shareholders at a meeting duly held and may be stated as such in any certificate or document filed under Secs. 33-600 to 33-998, inclusive, and amended Subsec. (b) to add provisions that barred the effectiveness of a written consent to take the corporate action referred to in such consent unless within 60 days written consents sufficient in number to take corporate action are received by the corporation and that authorized the revocation in writing of a written consent provided such revocation is not effective if it is received by the corporation after the corporation has received a sufficient number of unrevoked written consents to take corporate action, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 09-55 deleted former Subsec. (a) re action taken without a meeting by unanimous written consent or by less than unanimous written consent, the manner and timing of notice of proposed action and the submission of, and response to, written demands that proposed action not be taken by written consent, added new Subsec. (a) re action taken without a meeting by unanimous written consent, added new Subsec. (b) re action taken without a meeting, and without prior notice, by less than unanimous written consent, redesignated existing Subsec. (b) as Subsec. (c) and amended same to revise and rephrase provisions, including providing that if prior board action is not required, record date is the first date on which a signed written consent is delivered to the corporation and, if prior board action is required, record date is the close of business on the day the resolution of the board taking such prior action is adopted, redesignated existing Subsec. (c) as Subsec. (d) and amended same to rephrase provisions and add provision re effective date of action taken by written consent, added Subsec. (e) re timing and substance of notice that must be given to nonvoting shareholders, added Subsec. (f) re timing and substance of notice that must be given to nonconsenting voting shareholders if action is taken by less than unanimous written consent of voting shareholders, added Subsec. (g) re effect of compliance or noncompliance with notice requirements of Subsecs. (e) and (f) on actions taken by written consent, added Subsec. (h) re use of electronic transmission to consent to action and added Subsec. (i) re manner of delivery of written consent to the corporation; P.A. 11-147 deleted former Subsec. (h) re use of electronic transmission to consent to action and deleted former Subsec. (i) re manner of delivery of written consent to corporation.

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      Sec. 33-699. Notice of meeting. (a) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. 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 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 description of the purpose or purposes for which the meeting is called.

      (d) If not otherwise fixed under section 33-697 or 33-701, 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, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 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.

      (P.A. 94-186, S. 60, 215; P.A. 96-271, S. 49, 50, 254; P.A. 11-147, S. 1, 4.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 11-147 amended Subsec. (a) to require notice to include record date for determining shareholders entitled to vote at meeting if different than record date for determining shareholders entitled to notice of meeting, provide that if board of directors has authorized participation by means of remote communication for any class or series of shareholders, notice to such shareholders shall describe the means of remote communication to be used and provide that corporation is required to give notice only to shareholders entitled to vote at meeting "as of the record date for determining the shareholders entitled to notice of the meeting", and amended Subsec. (e) to require notice of an adjourned meeting with a new record date to be given to "shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting", rather than "persons who are shareholders as of the new record date".

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      Sec. 33-701. Record date. (a) The bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

      (b) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of shareholders.

      (c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

      (d) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date or dates continue in effect or it may fix a new record date or dates.

      (e) The record date for a shareholders' meeting fixed by or in the manner provided in the bylaws or by the board of directors shall be the record date for determining shareholders entitled both to notice of and to vote at the shareholders' meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the bylaws, the board, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.

      (P.A. 94-186, S. 62, 215; P.A. 11-147, S. 5.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 amended Subsecs. (a), (c) and (d) to allow record "dates" to be fixed and added Subsec. (e) re authority of board to fix different record dates for determining shareholders entitled to notice of the meeting and shareholders entitled to vote at the meeting.

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      Sec. 33-703. Remote participation in annual and special meetings. (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 proceedings of the meeting, substantially concurrent with such proceedings.

      (P.A. 11-147, S. 2.)

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(B)

VOTING

      Sec. 33-704. Shareholders' list for meeting. (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, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholders' list for voting must be similarly available for inspection promptly after the record date for voting. A 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 corporation shall make the list of shareholders entitled to vote available at the meeting, and any shareholder, his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

      (d) If the corporation refuses to allow a 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.

      (P.A. 94-186, S. 63, 215; P.A. 11-147, S. 6.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 amended Subsec. (a) to provide that if board fixes different record date for shareholders entitled to vote at meeting, a corporation also shall prepare alphabetical list of names of all shareholders entitled to vote at the meeting, amended Subsec. (b) to make existing provision re availability of list applicable to the shareholders' list "for notice", add provision requiring shareholders' list for voting to be similarly available for inspection promptly after record date for voting and make technical and conforming changes, amended Subsec. (c) to replace "the shareholders' list" with "the list of shareholders entitled to vote" and amended Subsecs. (d) and (e) to make conforming changes.

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      Sec. 33-706. Proxies. (a) A shareholder may vote his shares in person or by proxy.

      (b) A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission of the appointment.

      (c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. A photographic or similar reproduction of an appointment, or a telegram, cablegram, facsimile transmission, wireless or similar transmission of an appointment received by such person shall be sufficient to effect such appointment. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment.

      (d) An appointment of a proxy is revocable unless the appointment form or electronic transmission of the appointment states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (1) A pledgee; (2) a person who purchased or agreed to purchase the shares; (3) a creditor of the corporation who extended it credit under terms requiring the appointment; (4) an employee of the corporation whose employment contract requires the appointment; or (5) a party to a voting agreement created under section 33-716.

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

      (f) An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.

      (g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

      (h) Subject to section 33-708 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission of the appointment, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

      (P.A. 94-186, S. 65, 215; P.A. 98-137, S. 5, 62; 98-219, S. 33, 34; P.A. 11-147, S. 15.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 98-137 amended Subsec. (b) to authorize the agent or attorney-in-fact of a shareholder to appoint a proxy, provide that the appointment is accomplished "by signing an appointment form or by an electronic transmission of the appointment" rather than "by signing an appointment form, either personally or by his attorney-in-fact" and require that an electronic transmission contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent or the shareholder's attorney-in-fact authorized the electronic transmission, amended Subsec. (c) to provide that an appointment of a proxy is effective "when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes" rather than "when received by the secretary or other officer or agent authorized to tabulate votes", amended Subsec. (d) to provide that an appointment of a proxy is revocable "unless the appointment form or electronic transmission of the appointment states that it is irrevocable" rather than "by the shareholder unless the appointment form conspicuously states that it is irrevocable", and amended Subsec. (h) to make acceptance by the corporation of the proxy's vote or action subject "to any express limitation on the proxy's authority stated in the appointment form or electronic transmission of the appointment" rather than "to any express limitation on the proxy's authority appearing on the face of the appointment form", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 11-147 amended Subsec. (b) to delete provision re electronic transmission must contain or be accompanied by information from which one can determine that it was authorized by the shareholder, shareholder's agent or shareholder's attorney-in-fact.

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(D)

DERIVATIVE PROCEEDINGS

      Sec. 33-722. Demand. No shareholder may commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and (2) ninety days have expired from the date delivery of the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.

      (P.A. 94-186, S. 77, 215; P.A. 11-147, S. 16.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 amended Subdiv. (2) to replace "the date the demand was made" with "the date delivery of the demand was made".

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PART VIII
DIRECTORS AND OFFICERS

(E)

INDEMNIFICATION

      Sec. 33-773. Advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors if the director delivers to the corporation:

      (1) A signed written affirmation of the director's good faith belief that the relevant standard of conduct described in section 33-771 has been met by the director or that the proceeding involves conduct for which liability has been limited under a provision of the certificate of incorporation as authorized by subdivision (4) of subsection (b) of section 33-636; and

      (2) A signed written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under section 33-772 and it is ultimately determined under section 33-774 or 33-775 that the director has not met the relevant standard of conduct described in section 33-771.

      (b) The undertaking required by subdivision (2) of subsection (a) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

      (c) Authorizations under this section shall be made:

      (1) By the board of directors: (A) If there are two or more qualified directors, by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote; or (B) if there are fewer than two qualified directors, by the vote necessary for action by the board in accordance with subsection (c) of section 33-752, in which authorization directors who are not qualified directors may participate; or

      (2) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.

      (P.A. 94-186, S. 110, 215; P.A. 97-246, S. 15, 99; P.A. 98-137, S. 8, 62; 98-219, S. 33, 34; P.A. 06-68, S. 7; P.A. 11-147, S. 17.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 substantially revised section, including amending Subsec. (a) to revise the documentation required in order to permit the corporation to advance funds and delete the requirement of a prior determination that the facts then known would not preclude indemnification and amending Subsec. (c) to replace provision that required authorizations of payments to be made in the manner specified in Sec. 33-775 with provision specifying the procedure for authorizations to be made by the board of directors and by the shareholders, effective June 27, 1997; P.A. 98-137 amended Subsec. (a)(1) to replace "conduct for which liability has been eliminated" with "conduct for which liability has been limited", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 06-68 amended Subsec. (a) by replacing provisions re director with provisions re individual who is a member of the board of directors, adding provision re expenses incurred in connection with the proceeding and making technical changes, and amended Subsec. (c) by replacing references to "disinterested directors" with references to "qualified directors", adding reference to Sec. 33-752(c) and making technical changes; P.A. 11-147 amended Subsec. (a) to require written affirmation in Subdiv. (1) and written undertaking in Subdiv. (2) to be "signed".

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(F)

DIRECTORS' CONFLICTING INTEREST TRANSACTIONS

      Sec. 33-784. Shareholders' action. (a) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (2) of subsection (b) of section 33-782 if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after (1) notice to shareholders describing the action to be taken respecting the transaction, (2) provision to the corporation of the information referred to in subsection (b) of this section, and (3) communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them. In the case of shareholders' action at a meeting, the shareholders entitled to vote shall be determined as of the record date for notice of the meeting.

      (b) A director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under subsection (c) of this section, and the identity of the holders of those shares.

      (c) For purposes of this section: (1) "Holder" means, and "held by" refers to shares held by, both a record shareholder, as defined in subdivision (7) of section 33-855, and a beneficial shareholder, as defined in subdivision (2) of section 33-855; and (2) "qualified shares" means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) of this section is notified, are held by (A) a director who has a conflicting interest respecting the transaction, or (B) a related person of the director, excluding a person described in subparagraph (F) of subdivision (5) of section 33-781.

      (d) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this section. Subject to the provisions of subsection (e) of this section, shareholders' action that otherwise complies with this section is not affected by the presence of holders, or by the voting, of shares that are not qualified shares.

      (e) If a shareholders' vote does not comply with subsection (a) of this section solely because of a director's failure to comply with subsection (b) of this section, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances.

      (f) Where shareholders' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the certificate of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate.

      (P.A. 94-186, S. 119, 215; P.A. 06-68, S. 12; P.A. 11-147, S. 7.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 06-68 amended Subsec. (a) by repositioning "director's conflicting interest", replacing "votes entitled to be cast" with "votes cast", inserting "action to be taken respecting the" in Subdiv. (1) and "to the corporation" in Subdiv. (2), replacing "required disclosure" with "communication" and "who voted" with "entitled to vote" and inserting "of the information that is the subject of required disclosure" in Subdiv. (3), and making technical changes, deleted former Subsec. (b) re qualified shares and former Subsec. (c) re action in compliance with section, redesignated existing Subsec. (d) as new Subsec. (b) and amended same by deleting provision re compliance with Subsec. (a), inserting "in writing", deleting provisions re identity of persons holding or controlling vote and re shares known to be beneficially owned or controlled by director or related person, inserting provision re shares known to be not qualified shares and identity of holders thereof, and making technical changes, added new Subsec. (c) defining "holder" and "qualified shares" and new Subsec. (d) re quorum and effect of presence of holders of, or voting of, shares that are not qualified shares, amended Subsec. (e) by inserting "in fact" re determination of vote outcome, deleting provision re further proceedings respecting Sec. 33-782(b)(3) and making technical changes, and added Subsec. (f) re satisfaction of transaction authorization requirements; P.A. 11-147 amended Subsec. (a) to provide that in the case of shareholders' action at a meeting, shareholders entitled to vote shall be determined as of the record date for notice of the meeting.

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PART X
MERGER AND SHARE EXCHANGE

      Sec. 33-815. *(See end of section for amended version and effective date.) Merger. (a) One or more domestic corporations may, in accordance with the provisions of this section, merge with one or more domestic or foreign corporations or other entities pursuant to a plan of merger.

      (b) A foreign corporation, or a domestic or foreign other entity, may be a party to a merger, or may be created by the terms of a plan of merger, only if: (1) The merger is permitted by the law of the state or country under which such corporation or other entity is organized or by which it is governed; and (2) in effecting the merger, such corporation or other entity complies with such law and with its certificate of incorporation or organizational documents.

      (c) The plan of merger must include: (1) The name of each corporation or other entity that will merge and the name of the corporation or other entity that will be the survivor of the merger; (2) the terms and conditions of the merger; (3) the manner and basis of converting the shares of each merging corporation and interests of each merging other entity into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; (4) the certificate of incorporation of any corporation, or the organizational documents of any other entity, to be created by the merger or, if a new corporation or other entity is not to be created by the merger, any amendments to the survivor's certificate of incorporation or organizational documents; and (5) any other provisions required by the law of the state or country under which any party to the merger is organized or by which it is governed, or by the certificate of incorporation or organizational documents of any such party.

      (d) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

      (e) The plan of merger may also include a provision that the plan may be amended prior to filing a certificate of merger with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be received by the shareholders of or owners of interests in any party to the merger upon conversion of their shares or interests under the plan; (2) change the certificate of incorporation of any corporation, or the organizational documents of any other entity, that will survive or be created as a result of the merger, except for changes permitted by section 33-796 or by comparable provisions of the law of the state or country under which the foreign corporation or foreign other entity is organized or by which it is governed; or (3) change any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

      (P.A. 94-186, S. 132, 215; P.A. 96-271, S. 98, 254; P.A. 03-18, S. 18; 03-158, S. 10; P.A. 04-50, S. 1; 04-99, S. 1.)

      *Note: On and after January 1, 2014, this section, as amended by section 35 of public act 11-241, is to read as follows:

      "Sec. 33-815. Merger. (a) One or more domestic corporations may, in accordance with the provisions of this section, merge with one or more domestic or foreign corporations pursuant to a plan of merger.

      (b) A foreign corporation may be a party to a merger, or may be created by the terms of a plan of merger, only if: (1) The merger is permitted by the law of the state or country under which such corporation is organized or by which it is governed; and (2) in effecting the merger, such corporation complies with such law and with its certificate of incorporation.

      (c) The plan of merger shall include: (1) The name of each corporation that will merge and the name of the corporation that will be the survivor of the merger; (2) the terms and conditions of the merger; (3) the manner and basis of converting the shares of each merging corporation into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; (4) the certificate of incorporation of any corporation to be created by the merger or, if a new corporation is not to be created by the merger, any amendments to the survivor's certificate of incorporation; and (5) any other provisions required by the law of the state or country under which any party to the merger is organized or by which it is governed, or by the certificate of incorporation or organizational documents of any such party.

      (d) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

      (e) The plan of merger may also include a provision that the plan may be amended prior to filing a certificate of merger with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan shall provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be received by the shareholders of or owners of interests in any party to the merger upon conversion of their shares or interests under the plan; (2) change the certificate of incorporation of any corporation that will survive or be created as a result of the merger, except for changes permitted by section 33-796 or by comparable provisions of the law of the state or country under which the foreign corporation is organized or by which it is governed; or (3) change any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect."

      (P.A. 94-186, S. 132, 215; P.A. 96-271, S. 98, 254; P.A. 03-18, S. 18; 03-158, S. 10; P.A. 04-50, S. 1; 04-99, S. 1; P.A. 11-241, S. 35.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (c) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding provision re merger of domestic corporations in accordance with the provisions of section, deleting provision re adoption of plan of merger by board of each corporation and approval of plan by shareholders if required by Sec. 33-817, and adding provision re merger with a domestic or foreign corporation or other entity pursuant to a plan of merger, added new Subsec. (b) re foreign corporation or domestic or foreign other entity may be party to or created by merger, redesignated existing Subsec. (b) as new Subsec. (c) and amended same by replacing "corporation planning to merge" with "corporation or other entity that will merge" and replacing "surviving corporation into which each other corporation plans to merge" with "corporation or other entity that will be the survivor of the merger" in Subdiv. (1), replacing provisions re conversion of shares of each corporation with provisions re conversion of shares of each merging corporation and interests of each merging other entity in Subdiv. (3), adding Subdiv. (4) re inclusion of certificate of incorporation or organizational documents, adding Subdiv. (5) re inclusion of other provisions and making technical changes, deleted former Subsec. (c) re provisions set forth in plan of merger, added Subsec. (d) re terms of plan of merger made dependent on facts objectively ascertainable outside the plan, and added Subsec. (e) re amendment of plan of merger, effective July 1, 2003; P.A. 03-158 added Subsec. (f) re terms dependent on facts objectively ascertainable outside the plan; P.A. 04-50 deleted former Subsec. (d) re terms of plan of merger made dependent on facts objectively ascertainable outside the plan and redesignated provisions of existing Subsec. (f) re terms dependent on facts objectively ascertainable outside the plan as new Subsec. (d), effective May 4, 2004; P.A. 04-99 amended Subsec. (a) by replacing "a domestic or foreign corporation or other entity" with "one or more domestic or foreign corporations or other entities", effective May 10, 2004; P.A. 11-241 deleted provisions re other entities and organizational documents and, in Subsecs. (c) and (e), changed "must" to "shall", effective January 1, 2014.

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      Sec. 33-816. *(See end of section for amended version and effective date.) Share exchange. (a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or of a foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange; or (2) all of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic corporation or by a foreign corporation or other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange.

      (b) A foreign corporation, or a domestic or foreign other entity, may be a party to a share exchange only if: (1) The share exchange is permitted by the law of the state or country under which such corporation or other entity is organized or by which it is governed; and (2) in effecting the share exchange, such corporation or other entity complies with such law and with its certificate of incorporation or organizational documents.

      (c) The plan of share exchange must include: (1) The name of each corporation or other entity whose shares or interests will be acquired and the name of the corporation or other entity that will acquire such shares or interests; (2) the terms and conditions of the share exchange; (3) the manner and basis of exchanging shares of a corporation or interests in an other entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; and (4) any other provisions required by the law of the state or country under which any party to the share exchange is organized or by which it is governed or by the certificate of incorporation or organizational documents of any such party.

      (d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

      (e) The plan of share exchange may also include a provision that the plan may be amended prior to the filing of a certificate of share exchange with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be issued by the corporation or to be received by the shareholders of or owners of interests in any party to the share exchange in exchange for their shares or interests under the plan; or (2) change any of the terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

      (f) This section does not limit the power of a domestic corporation to acquire shares of another corporation or interests in an other entity in a transaction other than a share exchange.

      (P.A. 94-186, S. 133, 215; P.A. 03-18, S. 19; 03-158, S. 11; P.A. 04-50, S. 2.)

      *Note: On and after January 1, 2014, this section, as amended by section 36 of public act 11-241, is to read as follows:

      "Sec. 33-816. Share exchange. (a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or of a foreign corporation, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange; or (2) all of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic corporation or by a foreign corporation, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange.

      (b) A foreign corporation may be a party to a share exchange only if: (1) The share exchange is permitted by the law of the state or country under which such corporation is organized or by which it is governed; and (2) in effecting the share exchange, such corporation complies with such law and with its certificate of incorporation or organizational documents.

      (c) The plan of share exchange shall include: (1) The name of each corporation whose shares will be acquired and the name of the corporation or other entity that will acquire such shares; (2) the terms and conditions of the share exchange; (3) the manner and basis of exchanging shares of a corporation whose shares will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; and (4) any other provisions required by the law of the state or country under which any party to the share exchange is organized or by which it is governed or by the certificate of incorporation or organizational documents of any such party.

      (d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

      (e) The plan of share exchange may also include a provision that the plan may be amended prior to the filing of a certificate of share exchange with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan shall provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be issued by the corporation or to be received by the shareholders of in any party to the share exchange in exchange for their shares under the plan; or (2) change any of the terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

      (f) This section does not limit the power of a domestic corporation to acquire shares of another corporation or interests in an other entity in a transaction other than a share exchange."

      (P.A. 94-186, S. 133, 215; P.A. 03-18, S. 19; 03-158, S. 11; P.A. 04-50, S. 2; P.A. 11-241, S. 36.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding "Through a share exchange", replacing "corporation" with "domestic corporation" and "outstanding shares" with "shares", deleting provision re adoption of exchange by board of each corporation and approval of exchange by shareholders if required by Sec. 33-817, adding Subdiv. (1) re acquisition by domestic corporation of shares of domestic or foreign corporation or interests of domestic or foreign other entity pursuant to plan of share exchange, and adding Subdiv. (2) re acquisition by domestic or foreign corporation or other entity of shares of domestic corporation pursuant to plan of share exchange, deleted former Subsecs. (b), (c) and (d) re plan of exchange and power to acquire shares through voluntary exchange or otherwise, added new Subsec. (b) re foreign corporation or domestic or foreign other entity may be party to share exchange, added new Subsec. (c) re requirements for plan of share exchange, added new Subsec. (d) re terms of plan of share exchange made dependent on facts objectively ascertainable outside the plan, added Subsec. (e) re amendment of plan of share exchange, and added Subsec. (f), redesignated as Subsec. (g) by the Revisors to allow insertion of Subsec. added by P.A. 03-158 as Subsec. (f), re power to acquire shares or interests in transaction other than a share exchange, effective July 1, 2003; P.A. 03-158 added new Subsec., designated as Subsec. (f) by the Revisors, re terms dependent on facts objectively ascertainable outside the plan; P.A. 04-50 deleted former Subsec. (d) re terms of plan of share exchange made dependent on facts objectively ascertainable outside the plan, redesignated provisions of existing Subsec. (f) re terms dependent on facts objectively ascertainable outside the plan as new Subsec. (d) and redesignated existing Subsec. (g) re power to acquire shares or interests in transaction other than a share exchange as new Subsec. (f), effective May 4, 2004; P.A. 11-241 deleted provisions re other entities and interests in such entities and, in Subsecs. (c) and (e), changed "must" to "shall", effective January 1, 2014.

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      Sec. 33-817. *(See end of section for amended version of subdivision (4) and effective date.) Action on plan of merger or share exchange. In the case of a domestic corporation that is a party to a merger or a share exchange:

      (1) The plan of merger or share exchange must be adopted by the board of directors.

      (2) Except as provided in subdivision (7) of this section and section 33-818, after adopting the plan of merger or share exchange, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless (A) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (B) section 33-754 applies. If subparagraph (A) or (B) of this subdivision applies, the board of directors must transmit to the shareholders the basis for so proceeding.

      (3) The board of directors may condition its submission of the plan merger or share exchange to the shareholders on any basis.

      *(4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the certificate of incorporation or organizational documents of such existing corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the certificate of incorporation or organizational documents of the new corporation or other entity.

      (5) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the board of directors acting pursuant to subdivision (3) of this section requires a greater vote or a vote by voting groups, and except as provided in subdivision (9) of this section, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

      (6) Separate voting by voting groups is required: (A) On a plan of merger, by each class or series of shares that (i) are to be converted, pursuant to the provisions of the plan of merger, into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, or (ii) would have a right to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the certificate of incorporation, would require action by separate voting groups under section 33-798; (B) on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and (C) on a plan of merger or share exchange, if the voting group is entitled under the certificate of incorporation to vote as a voting group to approve a plan of merger or share exchange.

      (7) Unless the certificate of incorporation otherwise provides, approval by the corporation's shareholders of a plan of merger or share exchange is not required if: (A) The corporation will be the survivor in the merger or is the acquiring corporation in the share exchange; (B) except for amendments permitted by section 33-796, its certificate of incorporation will not be changed; and (C) each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or the share exchange will hold the same number of shares, with identical preferences, limitations and relative rights, immediately after the effective date of the merger or the share exchange.

      (8) If, as a result of a merger or a share exchange, one or more shareholders of a domestic corporation would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each such shareholder, of a separate written consent to become subject to such personal liability.

      (9) Notwithstanding any provision of subdivision (5) of this section to the contrary, a plan of merger or share exchange of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, to be authorized by such corporation, shall be approved by (A) the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless the certificate of incorporation expressly provides otherwise, provided if such corporation is the surviving corporation of such merger and such plan of merger will not effect any change in or amendment to the certificate of incorporation of such corporation and the shares to be issued under the plan of merger could have been issued by the board of directors of such corporation without further authorization of the shareholders of such corporation, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the corporation's shareholders, and (B) the affirmative vote of at least two-thirds of the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, and not otherwise entitled to vote thereon, unless the certificate of incorporation expressly provides otherwise; provided if such corporation is the surviving corporation of such merger and such plan of merger or share exchange does not contain any provisions which, if contained in a proposed amendment to the certificate of incorporation of such corporation, would entitle any class or series of shareholders of such surviving corporation to vote as a class or series as provided in subsection (f) of section 33-797 or section 33-798, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the holders of such class or series not otherwise entitled to vote thereon.

      (P.A. 94-186, S. 134, 215; P.A. 96-271, S. 99-103, 254; P.A. 03-18, S. 20; P.A. 10-35, S. 7.)

      *Note: On and after January 1, 2014, subdivision (4) of this section, as amended by section 37 of public act 11-241, is to read as follows:

      "(4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation, the notice shall also include or be accompanied by a copy or summary of the certificate of incorporation of such existing corporation. If the corporation is to be merged into a corporation that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the certificate of incorporation of the new corporation."

      (P.A. 94-186, S. 134, 215; P.A. 96-271, S. 99-103, 254; P.A. 03-18, S. 20; P.A. 10-35, S. 7; P.A. 11-241, S. 37.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, amended Subsec. (i) to replace "articles" of merger or share exchange with "certificate" of merger or share exchange and amended Subsec. (j) to replace "January 1, 1996" with "January 1, 1997", effective January 1, 1997; P.A. 03-18 substantially revised section, deleting former Subsecs. (a) and (b), adding provision re domestic corporation that is a party to a merger or share exchange, adding Subdivs. (1) and (2) re adoption of plan by board and submission of plan to shareholders for approval, redesignating Subsecs. (c) to (g) as Subdivs. (3) to (7) and adding provisions re shareholder approval and meeting, re copy or summary of certificate of incorporation or organizational documents included in shareholder notice, re separate voting by each class or series of shares and by voting group and re when shareholder approval of plan is not required unless the certificate of incorporation otherwise provides, deleting former Subsecs. (g)(3) and (4), (h) and (i), adding Subdiv. (8) re consent to personal liability, redesignating Subsec. (j) as Subdiv. (9), and making conforming and technical changes throughout, effective July 1, 2003; P.A. 10-35 amended Subdiv. (2) to designate existing provisions re board determination that it should not make a recommendation due to conflicts of interest or other special circumstances as Subpara. (A), add Subpara. (B) re whether Sec. 33-754 applies, and provide that if Subpara. (A) or (B) applies, board must transmit to shareholders basis for so proceeding, rather than basis for determination; P.A. 11-241 amended Subdiv. (4) to delete provisions re other entity and organizational documents and change "must" to "shall", effective January 1, 2014.

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      Sec. 33-819. *(See end of section for amended version of subsection (a) and effective date.) Certificate of merger or share exchange. *(a) After a plan of merger or share exchange has been adopted and approved as required by sections 33-600 to 33-998, inclusive, a certificate of merger or share exchange shall be signed on behalf of each party to the merger or the share exchange by any officer or other duly authorized representative of such party. The certificate of merger or share exchange shall set forth: (1) The names of the parties to the merger or the share exchange; (2) the name of the corporation or other entity that will be the survivor of the merger or that will acquire the shares or interests of the other party to the share exchange; (3) the date on which the merger or the share exchange is to be effective; (4) if the certificate of incorporation of the survivor of a merger is amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's certificate of incorporation or the certificate of incorporation of the new corporation; (5) if the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by sections 33-600 to 33-998, inclusive, and the certificate of incorporation; (6) if the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement to that effect; and (7) as to each foreign corporation and each other entity that was a party to the merger or the share exchange, a statement that the plan and the performance of its terms were duly authorized by all action required by the law of the state or country under which the corporation or other entity is organized or by which it is governed, and by its certificate of incorporation or organizational documents.

      (b) A certificate of merger or share exchange shall be delivered to the Secretary of the State for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall take effect on the effective date of the merger or the share exchange.

      (P.A. 94-186, S. 136, 215; P.A. 96-271, S. 106, 254; P.A. 03-18, S. 22; P.A. 11-147, S. 18.)

      *Note: On and after January 1, 2014, subsection (a) of this section, as amended by section 38 of public act 11-241, is to read as follows:

      "(a) After a plan of merger or share exchange has been adopted and approved as required by sections 33-600 to 33-998, inclusive, a certificate of merger or share exchange shall be executed on behalf of each party to the merger or the share exchange by any officer or other duly authorized representative of such party. The certificate of merger or share exchange shall set forth: (1) The names of the parties to the merger or the share exchange; (2) the name of the corporation that will be the survivor of the merger or that will acquire the shares of the other party to the share exchange; (3) the date on which the merger or the share exchange is to be effective; (4) if the certificate of incorporation of the survivor of a merger is amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's certificate of incorporation or the certificate of incorporation of the new corporation; (5) if the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by sections 33-600 to 33-998, inclusive, and the certificate of incorporation; (6) if the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement to that effect; and (7) as to each foreign corporation that was a party to the merger or the share exchange, a statement that the plan and the performance of its terms were duly authorized by all action required by the law of the state or country under which the corporation is organized or by which it is governed, and by its certificate of incorporation."

      (P.A. 94-186, S. 136, 215; P.A. 96-271, S. 106, 254; P.A. 03-18, S. 22; P.A. 11-147, S. 18; 11-241, S. 38.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of merger or share exchange with "certificate" of merger or share exchange where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re execution and contents of certificate of merger or share exchange, and amended Subsec. (b) by deleting provision re when merger or share exchange takes effect and adding provisions re filing and effective date of certificate of merger or share exchange, effective July 1, 2003; P.A. 11-147 amended Subsec. (a) to require certificate of merger or share exchange be "signed" rather than "executed"; P.A. 11-241 amended Subsec. (a) to delete provisions re other entity, interests in such entity and organizational documents, effective January 1, 2014.

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      Sec. 33-820. *(See end of section for amended version and effective date.) Effect of merger or share exchange. (a) When a merger becomes effective:

      (1) The corporation or other entity that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be;

      (2) The separate existence of every corporation or other entity that is merged into the survivor ceases;

      (3) All liabilities of each corporation or other entity that is merged into the survivor are vested in the survivor;

      (4) All property owned by, and every contract right possessed by, each corporation or other entity that merges into the survivor is vested in the survivor without reversion or impairment;

      (5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

      (6) The certificate of incorporation or organizational documents of the survivor are amended to the extent provided in the certificate of merger;

      (7) The certificate of incorporation or organizational documents of a survivor that is created by the merger become effective; and

      (8) The shares of each corporation that is a party to the merger, and the interests in an other entity that is a party to a merger, that are to be converted under the plan of merger into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are converted, and the former holders of such shares or interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under sections 33-855 to 33-879, inclusive.

      (b) When a share exchange becomes effective, the former holders of shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under sections 33-855 to 33-879, inclusive.

      (c) Any shareholder of a domestic corporation that is a party to a merger or a share exchange and, prior to the merger or the share exchange, was liable for the liabilities or obligations of such corporation, shall not be released from such liabilities or obligations by reason of the merger or the share exchange.

      (d) Upon a merger becoming effective, a foreign corporation, or a foreign other entity, that is the survivor of the merger is deemed to: (1) Appoint the Secretary of the State as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights; and (2) agree that it will promptly pay the amount, if any, to which such shareholders are entitled under sections 33-855 to 33-879, inclusive.

      (P.A. 94-186, S. 137, 215; P.A. 96-271, S. 107, 254; P.A. 03-18, S. 23.)

      *Note: On and after January 1, 2014, this section, as amended by sections 39 and 40 of public act 11-241, is to read as follows:

      "Sec. 33-820. Effect of merger or share exchange. (a) When a merger becomes effective:

      (1) The corporation that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be;

      (2) The separate existence of every corporation that is merged into the survivor ceases;

      (3) All liabilities of each corporation that is merged into the survivor are vested in the survivor;

      (4) All property owned by, and every contract right possessed by, each corporation that merges into the survivor is vested in the survivor without reversion or impairment;

      (5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

      (6) The certificate of incorporation of the survivor are amended to the extent provided in the certificate of merger;

      (7) The certificate of incorporation of a survivor that is created by the merger become effective; and

      (8) The shares of each corporation that is a party to the merger that are to be converted under the plan of merger into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are converted, and the former holders of such shares or interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under sections 33-855 to 33-879, inclusive.

      (b) When a share exchange becomes effective, the former holders of shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under sections 33-855 to 33-879, inclusive.

      (c) Any shareholder of a domestic corporation that is a party to a merger or a share exchange and, prior to the merger or the share exchange, was liable for the liabilities or obligations of such corporation, shall not be released from such liabilities or obligations by reason of the merger or the share exchange.

      (d) Upon a merger becoming effective, a foreign corporation that is the survivor of the merger is deemed to: (1) Appoint the Secretary of the State as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights; and (2) agree that it shall promptly pay the amount, if any, to which such shareholders are entitled under sections 33-855 to 33-879, inclusive."

      (P.A. 94-186, S. 137, 215; P.A. 96-271, S. 107, 254; P.A. 03-18, S. 23; P.A. 11-241, S. 39, 40.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation in Subdiv. (5) and "articles" of merger with "certificate" of merger in Subdiv. (6) and amended Subsec. (b) to replace "articles" of share exchange with "certificate" of share exchange, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing "takes effect" with "becomes effective", deleting former Subdivs. (1) to (6) and adding new Subdivs. (1) to (8) re when a merger becomes effective, amended Subsec. (b) by deleting provisions re exchange of shares of acquired corporation as provided in plan when share exchange takes effect, adding provisions re rights of former holders of shares of domestic corporation that are to be exchanged when share exchange becomes effective, and replacing "exchange rights provided" with "rights provided to them", "certificate" with "plan", "their rights" with "any rights they may have" and "33-872" with "33-879", added Subsec. (c) re shareholder liabilities and obligations, and added Subsec. (d) re foreign corporation or other entity that is the survivor, effective July 1, 2003; P.A. 11-241 amended Subsec. (a) to delete provisions re other entity, organizational documents and interests in such entity and amended Subsec. (d) to delete provision re foreign other entity and change "will" to "shall", effective January 1, 2014.

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      Sec. 33-821a. Abandoned merger or share exchange. (a) Unless otherwise provided in a plan of merger or share exchange or in the law of the state or country under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by sections 33-815 to 33-820, inclusive, and at any time before the merger or the share exchange has become effective, the merger or the share exchange may be abandoned by any party thereto without action by the party's shareholders or owners of interests, in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of a corporation, or the managers of an other entity, subject to any contractual rights of other parties to the merger or the share exchange.

      (b) If a merger or a share exchange is abandoned under subsection (a) of this section after a certificate of merger or share exchange has been filed with the Secretary of the State but before the merger or the share exchange has become effective, a statement that the merger or the share exchange has been abandoned in accordance with this section, signed on behalf of a party to the merger or the share exchange by an officer or other duly authorized representative of such party, shall be delivered to the Secretary of the State for filing prior to the effective date of the merger or the share exchange. Any such statement shall contain the name of each party to the merger or the share exchange, the date the merger or the share exchange was to become effective and the date the merger or the share exchange was abandoned. Upon filing, the statement shall take effect and the merger or the share exchange shall be deemed abandoned and shall not become effective.

      (P.A. 03-18, S. 24; P.A. 11-147, S. 19.)

      History: P.A. 03-18 effective July 1, 2003; P.A. 11-147 amended Subsec. (b) to require statement of abandonment be "signed" rather than "executed".

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PART XIII
APPRAISAL RIGHTS

(A)

RIGHT TO APPRAISAL AND PAYMENT FOR SHARES

      Sec. 33-856. Right to appraisal. (a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions:

      (1) Consummation of a merger to which the corporation is a party (A) if shareholder approval is required for the merger by section 33-817 and the shareholder is entitled to vote on the merger, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger, or (B) if the corporation is a subsidiary and the merger is governed by section 33-818;

      (2) Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the exchange, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;

      (3) Consummation of a disposition of assets pursuant to section 33-831 if the shareholder is entitled to vote on the disposition;

      (4) An amendment of the certificate of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created; or

      (5) Any other merger, share exchange, disposition of assets or amendment to the certificate of incorporation to the extent provided by the certificate of incorporation, the bylaws or a resolution of the board of directors.

      (b) Notwithstanding subsection (a) of this section, the availability of appraisal rights under subdivisions (1), (2), (3) and (4) of subsection (a) of this section shall be limited in accordance with the following provisions:

      (1) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is:

      (A) A covered security under Section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended;

      (B) Traded in an organized market and has at least two thousand shareholders and a market value of at least twenty million dollars, exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors and beneficial shareholders owning more than ten per cent of such shares; or

      (C) Issued by an open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and may be redeemed at the option of the holder at net asset value.

      (2) The applicability of subdivision (1) of this subsection shall be determined as of: (A) The record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to act upon the corporate action requiring appraisal rights; or (B) the day before the effective date of such corporate action if there is no meeting of shareholders.

      (3) Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision (1) of this subsection at the time the corporate action becomes effective.

      (4) Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares where the corporate action is an interested transaction.

      (c) Notwithstanding any other provision of this section, the certificate of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination contained in an amendment to the certificate of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within one year of that date if such action would otherwise afford appraisal rights.

      (d) Where the right to be paid the value of shares is made available to a shareholder by this section, such remedy shall be the exclusive remedy as holder of such shares against the corporate actions described in this section, whether or not the shareholder proceeds as provided in sections 33-855 to 33-872, inclusive.

      (P.A. 94-186, S. 148, 215; P.A. 96-271, S. 111, 254; P.A. 01-199, S. 16; P.A. 09-55, S. 3; P.A. 11-147, S. 8.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 01-199 substantially revised section including amending Subsec. (a) to provide that a shareholder is entitled to "appraisal rights" in the event of certain corporate action rather than to "dissent from" such action, revising Subdivs. (1) to (5), inclusive, of Subsec. (a) re transactions which afford appraisal rights, adding new Subsec. (b) re market exception to the availability of appraisal rights and the availability of appraisal rights in conflict transactions, adding new Subsec. (c) re limitation or elimination of appraisal rights for preferred shares, redesignating former Subsec. (b) as Subsec. (d) and making technical changes throughout section for purposes of gender neutrality; P.A. 09-55 amended Subsec. (b) to replace former provisions of Subdiv. (1)(A) re listed shares with provision re shares that are a covered security, replace in Subdiv. (1)(B) "not so listed or designated but has at least two thousand shareholders and the outstanding shares of such class or series has a market value of at least twenty million dollars" with "Traded in an organized market and has at least two thousand shareholders and a market value of at least twenty million dollars", add new Subdiv. (1)(C) re shares issued by an open-end management investment company, and replace former Subdivs. (4) and (5) with new Subdiv. (4) re availability of appraisal rights where corporate action is an interested transaction, and amended Subsec. (d) to replace "corporate transactions" with "corporate actions"; P.A. 11-147 amended Subsec. (b)(2)(A) to delete provision re record date determined shareholders entitled "to vote at" meeting.

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(B)

PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS

      Sec. 33-860. Notice of appraisal rights. (a) Where any corporate action specified in subsection (a) of section 33-856 is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that the shareholders are, are not or may be entitled to assert appraisal rights under sections 33-855 to 33-872, inclusive. If the corporation concludes that appraisal rights are or may be available, a copy of sections 33-855 to 33-872, inclusive, must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.

      (b) In a merger pursuant to section 33-818, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within ten days after the corporate action became effective and include the materials described in section 33-862.

      (c) Where any corporate action specified in subsection (a) of section 33-856 is to be approved by written consent of the shareholders pursuant to section 33-698:

      (1) Written notice that appraisal rights are, are not or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of sections 33-855 to 33-872, inclusive; and

      (2) Written notice that appraisal rights are, are not or may be available must be delivered together with the notice to nonvoting and nonconsenting shareholders required by subsections (e) and (f) of section 33-698, may include the materials described in section 33-862 and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of sections 33-855 to 33-872, inclusive.

      (d) Where any corporate action specified in subsection (a) of section 33-856 is proposed, or a merger pursuant to section 33-818 is effected, the notice referred to in subsection (a) or (c) of this section, if the corporation concludes that appraisal rights are or may be available, and in subsection (b) of this section, shall be accompanied by:

      (1) The annual financial statements specified in subsection (a) of section 33-951 of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than sixteen months before the date of the notice and shall comply with subsection (b) of section 33-951, except that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and

      (2) The latest available quarterly financial statements of such corporation, if any.

      (e) The right to receive the information described in subsection (d) of this section may be waived in writing by a shareholder before or after the corporate action.

      (P.A. 94-186, S. 150, 215; P.A. 01-199, S. 18; P.A. 09-55, S. 8; P.A. 10-35, S. 4; P.A. 11-147, S. 20.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions, replace "dissenters' rights" with "appraisal rights" and permit the meeting notice to state that shareholders "are not" entitled to appraisal rights, deleted former Subsec. (b) re notification by the corporation of all shareholders entitled to assert dissenters' rights when corporate action creating dissenters' rights under Sec. 33-856 is taken without vote of shareholders and added new Subsec. (b) re notification by the parent corporation of all record shareholders of the subsidiary who are entitled to assert appraisal rights after a merger pursuant to Sec. 33-818; P.A. 09-55 amended Subsec. (a) to make slight changes in wording and added Subsec. (c) re notice of appraisal rights where any corporate action is to be approved by written consent of the shareholders; P.A. 10-35 added Subsec. (d) to require additional financial statements re proposed action under Sec. 33-856(a) or merger under Sec. 33-818, and added Subsec. (e) re waiver of right to receive information under Subsec. (d); P.A. 11-147 amended Subsec. (c)(1) to require notice to be "sent", rather than "given", to each record shareholder.

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      Sec. 33-861. Notice of intent to demand payment. Consequences of voting or consenting. (a) If a corporate action specified in subsection (a) of section 33-856 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: (1) Must deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated, and (2) must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

      (b) If a corporate action specified in subsection (a) of section 33-856 is to be approved by less than unanimous written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must not sign a consent in favor of the proposed action with respect to that class or series of shares.

      (c) A shareholder who fails to satisfy the requirements of subsection (a) or (b) of this section is not entitled to payment under sections 33-855 to 33-872, inclusive.

      (P.A. 94-186, S. 151, 215; P.A. 01-199, S. 19; P.A. 09-55, S. 9; P.A. 11-147, S. 21.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 rephrased provisions, made technical changes and amended Subsec. (a) to replace "creating dissenters' rights" with "requiring appraisal rights", replace "assert dissenters' rights" with "assert appraisal rights with respect to any class or series of shares", provide in Subdiv. (2) that the shareholder must not "cause or permit to be voted" any shares "of such class or series" and make technical changes for purposes of gender neutrality; P.A. 09-55 amended Subsec. (a) to make slight changes in wording and technical changes, added new Subsec. (b) re prohibited action of shareholder who wishes to assert appraisal rights if a corporate action is to be approved by less than unanimous written consent, redesignated existing Subsec. (b) as Subsec. (c) and amended same to replace "does not" with "fails to" and add reference to requirements of Subsec. (b); P.A. 11-147 amended Subsec. (b) to replace "execute" with "sign".

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      Sec. 33-862. Appraisal notice and form. (a) If proposed corporate action requiring appraisal rights under subsection (a) of section 33-856 becomes effective, the corporation must send a written appraisal notice and the form required by subdivision (1) of subsection (b) of this section to all shareholders who satisfied the requirements of section 33-861. In the case of a merger under section 33-818, the parent must deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

      (b) The appraisal notice must be delivered no earlier than the date the corporate action specified in subsection (a) of section 33-856 became effective and no later than ten days after such date, and shall:

      (1) Supply a form that (A) specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action, (B) if such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date, and (C) requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction;

      (2) State:

      (A) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph (B) of this subdivision;

      (B) A date by which the corporation must receive the form which date may not be fewer than forty nor more than sixty days after the date the appraisal notice under subsection (a) of this section is sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;

      (C) The corporation's estimate of the fair value of the shares;

      (D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in subparagraph (B) of this subdivision, the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and

      (E) The date by which the notice to withdraw under section 33-863 must be received, which date must be within twenty days after the date specified in subparagraph (B) of this subdivision; and

      (3) Be accompanied by a copy of sections 33-855 to 33-872, inclusive.

      (P.A. 94-186, S. 152, 215; P.A. 01-199, S. 20; P.A. 09-55, S. 2; P.A. 11-147, S. 22.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to revise and rephrase provisions, replace "dissenters' rights" with "appraisal rights" and add provision re delivery of appraisal notice and form in the case of a merger under Sec. 33-818 and amended Subsec. (b) to substantially revise provisions, including replacing "dissenters' notice" and "dissenters' rights" with "appraisal notice" and "appraisal rights", respectively, requiring the notice be sent "no earlier than the date the corporate action became effective and no later than ten days after such date" rather than "no later than ten days after the corporate action was taken", redesignating former Subdiv. (3) as Subdiv. (1) and amending to rephrase provisions and require the shareholder to certify that the shareholder did not vote for the transaction, redesignating former Subdiv. (1) as Subdiv. (2)(A) and amending to rephrase provisions and add provision that the deposit date "may not be earlier than the date for receiving the required form" under Subdiv. (2)(B), redesignating former Subdiv. (4) as Subdiv. (2)(B) and amending to rephrase provisions, require the form be received by a date not fewer than 40 days, rather than 30 days, after the date the notice and form are sent and require the notice to state "that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date", adding Subdiv. (2)(C) re estimate of the fair value of the shares, adding Subdiv. (2)(D) re information re number of shareholders who return forms and total number of shares owned by them, adding Subdiv. (2)(E) re date by which a notice to withdraw must be received and redesignating former Subdiv. (5) as Subdiv. (3); P.A. 09-55 amended introductory language of Subsec. (b) to replace "shall" with "must", insert "specified in subsection (a) of section 33-856" and make a technical change, and amended Subsec. (b)(1) to revise and restructure provisions, including replacing "the date of the first announcement to shareholders" with "the first date of any announcement to shareholders made prior to the date the corporate action became effective", making provision re certification of the acquisition of shares conditioned on "if such announcement was made" and applicable to the acquisition of "beneficial ownership" of those shares and requiring the shareholder to also certify that such shareholder did not "consent to" the transaction; P.A. 11-147 amended Subsec. (a) to require corporation to "send", rather than "deliver", notice and form and require parent to deliver "an appraisal notice and form", rather than "a written appraisal notice and form", and amended Subsec. (b) to require appraisal notice be "delivered", rather than "sent", and delete in Subdiv. (2)(B) reference to the form under Subsec. (a) being sent.

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PART XVI
FOREIGN CORPORATIONS

(A)

CERTIFICATE OF AUTHORITY

      Sec. 33-927. Change of registered office or registered agent of foreign corporation. (a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of change that sets forth: (1) Its name; (2) if the current registered office is to be changed, the street address of its current registered office and the street address of its new registered office; and (3) if the current registered agent is to be changed, the name of its current registered agent and the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment.

      (b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing and delivering to the Secretary of the State for filing a statement of change that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.

      (P.A. 94-186, S. 191, 215; P.A. 97-246, S. 33, 99; P.A. 11-147, S. 23.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to combine former Subdivs. (2) and (3) into Subdiv. (2), thereby providing that the statement must set forth the street address of the current registered office only if the current registered office is to be changed, combine former Subdivs. (4) and (5) into new Subdiv. (3), thereby providing that the statement must set forth the name of the current registered agent only if the current registered agent is to be changed, and delete former Subdiv. (6) that had required the statement to set forth that, after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical, effective June 27, 1997; P.A. 11-147 amended Subsec. (b) to delete provision re agent signing statement "either manually or in facsimile".

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PART XVII
RECORDS AND REPORTS

(A)

RECORDS

      Sec. 33-945. Corporate records. (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

      (b) A corporation shall maintain appropriate accounting records.

      (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

      (d) A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.

      (e) A corporation shall keep a copy of the following records at its principal office: (1) Its certificate of incorporation or restated certificate of incorporation, all amendments to them currently in effect and any notices to shareholders referred to in subsection (l) of section 33-608 regarding facts on which a document is dependent; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years; (5) all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 33-951; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Secretary of the State under section 33-953.

      (P.A. 94-186, S. 198, 215; P.A. 96-271, S. 143, 254; P.A. 03-158, S. 12; P.A. 11-147, S. 24.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (e) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-158 amended Subsec. (e)(1) by adding provision re notices to shareholders of facts on which a document is dependent and by making a technical change; P.A. 11-147 amended Subsec. (d) to replace "in written form" with "in the form of a document, including an electronic record" and replace "written form" with "paper form".

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      Sec. 33-946. Inspection of records by shareholders. (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection (e) of section 33-945 if he gives the corporation a signed written notice of his demand at least five business days before the date on which he wishes to inspect and copy.

      (b) For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its web site or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting.

      (c) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (d) of this section and gives the corporation a signed written notice of his demand at least five business days before the date on which he wishes to inspect and copy: (1) Excerpts from minutes of any meeting of the board of directors or a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action taken by the shareholders, the board of directors or a committee of the board without a meeting, to the extent not subject to inspection under subsection (a) of this section; (2) accounting records of the corporation; and (3) the record of shareholders.

      (d) A shareholder may inspect and copy the records described in subsection (c) of this section only if: (1) His demand is made in good faith and for a proper purpose; (2) he describes with reasonable particularity his purpose and the records he desires to inspect; and (3) the records are directly connected with his purpose.

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

      (f) This section does not affect: (1) The right of a shareholder to inspect records under section 33-704 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; (2) the power of a court, independently of sections 33-600 to 33-998, inclusive, to compel the production of corporate records for examination.

      (g) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.

      (P.A. 94-186, S. 199, 215; P.A. 96-271, S. 144, 254; P.A. 11-147, S. 9.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (d) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 11-147 amended Subsec. (a) to require shareholder to give "a signed" written notice of his demand, added new Subsec. (b) re provision of information to person who becomes shareholder subsequent to record date for notice of the meeting and is entitled to vote at the meeting, redesignated existing Subsec. (b) as Subsec. (c) and amended same to require shareholder to give "a signed" written notice of his demand, reposition language re records of action taken by a committee of the board and make a technical change, redesignated existing Subsec. (c) as Subsec. (d) and amended same to make a technical change and redesignated existing Subsecs. (d) to (f) as Subsecs. (e) to (g).

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      Sec. 33-947. Scope of inspection right. (a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.

      (b) The right to copy records under section 33-946 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.

      (c) The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under subdivision (3) of subsection (c) of section 33-946 by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.

      (d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.

      (P.A. 94-186, S. 200, 215; P.A. 01-199, S. 27; P.A. 11-147, S. 27.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (b) to replace "the right to receive copies made by photographic, xerographic or other means" with "the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder", redesignated former Subsec. (d) as Subsec. (c) and amended to add "at its expense", redesignated former Subsec. (c) as Subsec. (d) and amended to include the estimated cost of "transmission" of the records and made technical changes throughout section for purposes of gender neutrality; P.A. 11-147 amended Subsec. (c) to make a technical change in statutory reference.

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      Sec. 33-948. Court-ordered inspection. (a) If a corporation does not allow a shareholder who complies with subsection (a) of section 33-946 to inspect and copy any records required by that subsection to be available for inspection, the superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.

      (b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with subsections (c) and (d) of section 33-946 may apply to the superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

      (c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's expenses incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.

      (d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.

      (P.A. 94-186, S. 201, 215; P.A. 97-246, S. 40, 99; P.A. 09-55, S. 20; P.A. 11-147, S. 28.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to replace "counsel fees" with "attorney's fees", effective June 27, 1997; P.A. 09-55 amended Subsec. (c) to replace "costs, including reasonable attorney's fees" with "expenses"; P.A. 11-147 amended Subsec. (b) to make technical changes in statutory references.

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      Sec. 33-950. Exception to notice requirement. (a) Whenever notice would otherwise be required to be given under any provision of sections 33-600 to 33-998, inclusive, to a shareholder, such notice need not be given if:

      (1) Notices to the shareholders of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered; or

      (2) All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.

      (b) If any such shareholder delivers to the corporation a written notice setting forth such shareholder's current address, the requirement that notice be given to such shareholder shall be reinstated.

      (P.A. 01-199, S. 29; P.A. 11-147, S. 25.)

      History: P.A. 11-147 amended Subsec. (a) to rephrase prefatory language, replace "Notice" with "Notices to the shareholders" and include notices that "could not be delivered" in Subdiv. (1) and include payments of dividends that "could not be delivered" in Subdiv. (2).

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(B)

REPORTS

      Sec. 33-953. Reports. (a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations and public service companies, as defined in section 16-1, and each foreign corporation authorized to transact business in this state, shall file an annual report with the Secretary of the State as prescribed in this section.

      (b) The first annual report of a domestic corporation shall be filed within thirty days after its organization meeting. Subsequent annual reports of such domestic corporation and annual reports of each foreign corporation authorized to transact business in this state shall be filed by electronic transmission at such times as may be provided by regulations adopted by the Secretary of the State in accordance with chapter 54, provided the Secretary of the State may require any corporation to file an annual report according to reporting schedules established by the Secretary so as to effect staggered filing of all such reports. Upon request of a corporation, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the corporation does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.

      (c) Each annual report shall set forth as of a date which complies with subsection (d) of this section and which is specified in such report: (1) The name of the corporation; (2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office of the foreign corporation in the state under the laws of which it is incorporated, (B) the address of the executive offices of the foreign corporation, and (C) the address of the principal office of the foreign corporation in this state, if any; (3) the electronic mail address, if any, of the corporation; and (4) the names and respective business and residence addresses of the directors and officers of the corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation. For the purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk.

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

      (e) Each annual report shall be accompanied by the required filing fee. The report shall be executed as set forth in section 33-608. The Secretary of the State shall deliver to each domestic corporation at its principal office or electronic mail address, as shown by his records, and to each foreign corporation authorized to transact business in this state at its executive offices or electronic mail address, as last shown by his records, notice that the annual report is due, but failure to receive such notice shall not relieve a corporation of the requirement of filing the report as provided in this section.

      (P.A. 94-186, S. 204, 215; P.A. 96-271, S. 145, 254; P.A. 98-137, S. 15, 62; 98-219, S. 33, 34; P.A. 04-240, S. 4; P.A. 11-146, S. 2.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to rephrase and restructure provisions, make the filing requirement applicable to each "domestic" corporation and "each foreign corporation authorized to transact business in this state" and replace "building and loan associations" with "savings and loan associations", amended Subsec. (b) to delete references to first or subsequent "biennial" reports, make the time limit to file the first annual report applicable to "domestic" corporations and require "biennial or annual reports of each foreign corporation authorized to transact business in this state" to be filed at such times as may be provided by regulations, amended Subsec. (c) to require each report of a foreign corporation to set forth the address of the principal office of the corporation in the state under the laws of which it is incorporated, the address of the executive offices of the corporation and the address of the principal office of the corporation in this state, if any, and amended Subsec. (e) to make the requirement that the Secretary of the State mail to each corporation a form applicable to each "domestic" corporation and "each foreign corporation authorized to transact business in this state at its executive offices as last shown by his records", effective January 1, 1997; P.A. 98-137 amended Subsec. (c) to rephrase and make technical changes to provision re good cause, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 04-240 deleted provisions re biennial reports and made conforming and technical changes; P.A. 11-146 amended Subsec. (b) to require subsequent annual reports of domestic corporations and annual reports of foreign corporations to be filed "by electronic transmission" and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if corporation does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (c) to add new Subdiv. (3) re electronic mail address and redesignate existing Subdiv. (3) as Subdiv. (4) and amended Subsec. (e) to require Secretary of the State to "deliver" a "notice that the annual report is due", rather than "mail" a "form prescribed by him for the annual report", allow delivery of such notice to corporation's electronic mail address and make a conforming change, effective January 1, 2012.

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PART XVIII
MISCELLANEOUS PROVISIONS

      Sec. 33-997. Saving provisions. (a) Except as provided in subsection (b) of this section, the repeal of a statute by public act 94-186 does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; (4) any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.

      (b) If a penalty or punishment imposed for violation of a statute repealed by public act 94-186 is reduced by sections 33-600 to 33-998, inclusive, the penalty or punishment if not already imposed shall be imposed in accordance with said sections.

      (c) In the event that any provisions of sections 33-600 to 33-998, inclusive, are deemed to modify, limit or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 USC 7001 et seq., the provisions of sections 33-600 to 33-998, inclusive, shall control to the maximum extent permitted by Section 102(a)(2) of that federal act.

      (P.A. 94-186, S. 208, 215; P.A. 11-147, S. 26.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 added Subsec. (c) re relationship between chapter and federal Electronic Signatures in Global and National Commerce Act.

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