Substitute Senate Bill No. 1310
         Substitute Senate Bill No. 1310

              PUBLIC ACT NO. 97-246


AN  ACT  CONCERNING   THE   CONNECTICUT   BUSINESS
CORPORATION ACT, THE  CONNECTICUT REVISED NONSTOCK
CORPORATION ACT AND DISCLAIMERS OF PROPERTY.


    Be  it  enacted  by  the  Senate  and House of
Representatives in General Assembly convened:
    Section 1. Subsection (c) of section 33-603 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) Written notice  by  a  domestic or foreign
corporation   to  its   shareholder,   if   in   a
comprehensible form, is effective (1) upon deposit
in the United  States  mail,  as  evidenced by the
postmark, if mailed [postpaid] POSTAGE PREPAID and
correctly addressed to  the  shareholder's address
shown  in  the  corporation's  current  record  of
shareholders, (2) 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.
    Sec. 2. Subsection  (e)  of  section 33-603 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (e)  Except as  provided  in  subsection  (c),
written notice, if  in  a  comprehensible form, is
effective at the  earliest  of  the following: (1)
When received; (2)  five days after its deposit in
the  United  States  mail,  as  evidenced  by  the
postmark, if mailed [postpaid] POSTAGE PREPAID and
correctly addressed; or  (3)  on the date shown on
the  return receipt,  if  sent  by  registered  or
certified mail or  a  commercial delivery service,
return  receipt  requested,  and  the  receipt  is
signed by or on behalf of the addressee.
    Sec. 3. Section 33-609 of the general statutes
is amended by adding subsection (c) as follows:
    (NEW)  (c)  If  a  corporation  or  a  foreign
corporation so requests  in writing, the Secretary
of the State  shall mail to the address designated
in such request,  and  to  no other address of the
corporation, all matter  required  or permitted by
this chapter to  be  mailed to such corporation or
foreign corporation by the Secretary of the State.
    Sec. 4. Subsection  (b)  of  section 33-636 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b) The certificate  of  incorporation may set
forth:  (1)  The   names   and  addresses  of  the
individuals  who  are  to  serve  as  the  initial
directors; (2) provisions  not  inconsistent  with
law regarding: (A)  The  purpose  or  purposes for
which the corporation  is  organized; (B) managing
the business and  regulating  the  affairs  of the
corporation; (C) defining, limiting and regulating
the  powers  of  the  corporation,  its  board  of
directors and shareholders;  (D)  a  par value for
authorized shares or  classes  of  shares; (E) the
imposition of personal  liability  on shareholders
for the debts  of  the  corporation to a specified
extent  and upon  specified  conditions;  (3)  any
provision that under  sections  33-600  to 33-998,
inclusive, is required  or  permitted  to  be  set
forth  in  the   bylaws;  [and]  (4)  a  provision
limiting the personal  liability  of a director to
the corporation or  its  shareholders for monetary
damages for breach  of  duty  as  a director to an
amount that is  not  less  than  the  compensation
received  by  the   director   for   serving   the
corporation during the  year  of  the violation if
such breach did  not  (A)  involve  a  knowing and
culpable violation of  law  by  the  director, (B)
enable the director or an associate, as defined in
section 33-840, to  receive  an  improper personal
economic gain, (C) show a lack of good faith and a
conscious disregard for  the  duty of the director
to the corporation  under  circumstances  in which
the  director  was   aware  that  his  conduct  or
omission created an  unjustifiable risk of serious
injury  to  the   corporation,  (D)  constitute  a
sustained  and unexcused  pattern  of  inattention
that amounted to  an  abdication of the director's
duty to the  corporation,  or (E) create liability
under section 33-757,  [.  No]  PROVIDED  NO  such
provision shall limit or preclude the liability of
a director for any act or omission occurring prior
to the effective date of such provision; AND (5) A
PROVISION   PERMITTING   OR    MAKING   OBLIGATORY
INDEMNIFICATION OF A  DIRECTOR  FOR  LIABILITY, AS
DEFINED IN SUBDIVISION  (5)  OF SECTION 33-770, AS
AMENDED BY SECTION  12  OF THIS ACT, TO ANY PERSON
FOR ANY ACTION  TAKEN,  OR ANY FAILURE TO TAKE ANY
ACTION, AS A  DIRECTOR,  EXCEPT LIABILITY THAT (A)
INVOLVED A KNOWING  AND  CULPABLE VIOLATION OF LAW
BY THE DIRECTOR,  (B)  ENABLED  THE DIRECTOR OR AN
ASSOCIATE,  AS  DEFINED   IN  SECTION  33-840,  TO
RECEIVE AN IMPROPER  PERSONAL  GAIN,  (C) SHOWED A
LACK OF GOOD  FAITH  AND A CONSCIOUS DISREGARD FOR
THE DUTY OF  THE DIRECTOR TO THE CORPORATION UNDER
CIRCUMSTANCES IN WHICH THE DIRECTOR WAS AWARE THAT
HIS CONDUCT OR  OMISSION  CREATED AN UNJUSTIFIABLE
RISK OF SERIOUS  INJURY  TO  THE  CORPORATION, (D)
CONSTITUTED A SUSTAINED  AND  UNEXCUSED PATTERN OF
INATTENTION THAT AMOUNTED  TO AN ABDICATION OF THE
DIRECTOR'S DUTY TO  THE CORPORATION OR (E) CREATED
LIABILITY UNDER SECTION  33-757,  PROVIDED NO SUCH
PROVISION SHALL AFFECT  THE  INDEMNIFICATION OF OR
ADVANCE  OF  EXPENSES   TO   A  DIRECTOR  FOR  ANY
LIABILITY   STEMMING  FROM   ACTS   OR   OMISSIONS
OCCURRING PRIOR TO  THE  EFFECTIVE  DATE  OF  SUCH
PROVISION.
    Sec. 5. Section 33-639 of the general statutes
is amended by adding subsection (d) as follows:
    (NEW)  (d)  An   organizational  meeting  held
before incorporation is  valid  as if it were held
after incorporation if  the  persons  holding  the
meeting  could properly  have  held  such  meeting
after incorporation.
    Sec. 6. Subsection  (c)  of  section 33-657 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) The name is registered for the applicant's
exclusive  use upon  the  effective  date  of  the
application UNTIL THE  CLOSE  OF THE CALENDAR YEAR
IN  WHICH  THE  APPLICATION  FOR  REGISTRATION  IS
FILED.
    Sec. 7. Section 33-660 of the general statutes
is repealed and  the  following  is substituted in
lieu thereof:
    (a) Each corporation  THAT IS REQUIRED TO FILE
AN ANNUAL REPORT  AS  PROVIDED  IN  SECTION 33-953
shall continuously maintain  in  this state: (1) A
registered office that  may  be the same as any of
its places of business; and (2) a registered agent
AT SUCH REGISTERED  OFFICE,  who  may  be:  (A)  A
natural person who  is  a  resident in this state;
(B) a domestic  corporation;  or (C) a corporation
not organized under  the  laws  of  this state and
which has procured  a  certificate of authority to
transact business or  conduct  its affairs in this
state. IF A  NATURAL  PERSON  IS  APPOINTED AS THE
REGISTERED AGENT, SUCH  APPOINTMENT  SHALL INCLUDE
SUCH PERSON'S WRITTEN  CONSENT  TO THE APPOINTMENT
AND THE RESIDENCE ADDRESS OF SUCH PERSON.
    (b) In addition to persons or entities who may
act as a  registered  agent pursuant to subsection
(a) of this  section,  a  foreign  corporation may
appoint  the  Secretary   of  the  State  [or  his
successor] AND HIS  SUCCESSORS in office to act as
its registered agent.
    Sec. 8. Subsection  (a)  of  section 33-661 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) A corporation  may  change  its registered
office or registered  agent  by  delivering to the
Secretary of the  State  for filing a statement of
change  that sets  forth:  (1)  The  name  of  the
corporation; (2) IF  THE CURRENT REGISTERED OFFICE
IS  TO BE  CHANGED,  the  street  address  of  its
current registered office  [;  (3)  if the current
registered  office is  to  be  changed,]  AND  the
street address of the new registered office; [(4)]
AND (3) IF  THE  CURRENT REGISTERED AGENT IS TO BE
CHANGED, the name  of its current registered agent
[; and (5)  if  the current registered agent is to
be changed,] 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.
    Sec. 9. Subsection  (a)  of  section 33-663 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) A corporation's  registered  agent  is the
corporation's agent for service of process, notice
or demand required  or  permitted  by  law  to  be
served on the corporation. Service may be effected
BY ANY PROPER  OFFICER  OR  OTHER  PERSON LAWFULLY
EMPOWERED TO MAKE  SERVICE  by  leaving a true and
attested copy of  the  process,  notice  or demand
with such agent or, in the case of an agent who is
a natural person,  by  leaving  it at such agent's
usual place of abode in this state.
    Sec. 10. Subsection  (b)  of section 33-663 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b) If a  corporation has no registered agent,
or the agent  cannot  with reasonable diligence be
served,  the corporation  may  be  served  by  ANY
PROPER OFFICER OR  OTHER PERSON LAWFULLY EMPOWERED
TO MAKE SERVICE  BY  SENDING  A  TRUE AND ATTESTED
COPY  OF  THE   PROCESS,   NOTICE   OR  DEMAND  BY
registered  or  certified   mail,  return  receipt
requested,  addressed  to  the  secretary  of  the
corporation at its  principal  office.  Service is
[perfected] EFFECTIVE under this subsection at the
earliest of: (1) The date the corporation receives
the  mail;  (2)  the  date  shown  on  the  return
receipt, if signed  on  behalf of the corporation;
or (3) five  days  after its deposit in the United
States mail, as  evidenced  by  the  postmark,  if
mailed [postpaid] POSTAGE  PREPAID  and  correctly
addressed.
    Sec. 11. Subsection  (a)  of section 33-752 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) Unless the certificate of incorporation or
a  bylaw  requires  a  greater  number  OR  UNLESS
OTHERWISE SPECIFICALLY PROVIDED IN SECTIONS 33-770
TO 33-778, INCLUSIVE, AS AMENDED BY SECTIONS 12 TO
20, INCLUSIVE, OF THIS ACT, AND SECTION 21 OF THIS
ACT, a quorum of a board of directors consists of:
(1) A majority of the fixed number of directors if
the corporation has  a  fixed board size; or (2) a
majority of the number of directors prescribed or,
if no number  is  prescribed, the number in office
immediately  before the  meeting  begins,  if  the
corporation has a variable-range size board.
    Sec.  12.  Section   33-770   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    As  used  in   sections   33-770   to  33-778,
inclusive,  AS  AMENDED  BY  SECTIONS  12  TO  20,
INCLUSIVE, OF THIS  ACT,  AND  SECTION  21 OF THIS
ACT:
    (1)  "Corporation" includes  any  domestic  or
foreign predecessor entity  of  a corporation in a
merger.  [or  other   transaction   in  which  the
predecessor's existence ceased  upon  consummation
of the transaction.]
    (2)   "Director"   OR   "OFFICER"   means   an
individual who is  or  was  a director OR OFFICER,
RESPECTIVELY, of a  corporation or [an individual]
who,  while a  director  OR  OFFICER  of  [a]  THE
corporation,   is   or    was   serving   at   the
corporation's  request  as  a  director,  officer,
partner, trustee, employee  or  agent  of  another
[foreign  or]  domestic  OR  FOREIGN  corporation,
partnership,   joint  venture,   trust,   employee
benefit  plan  or  other  [enterprise]  ENTITY.  A
director OR OFFICER is considered to be serving an
employee benefit plan at the corporation's request
if  his duties  to  the  corporation  also  impose
duties on, or  otherwise  involve services by, him
to the plan or to participants in or beneficiaries
of the plan.  "Director"  OR  "OFFICER"  includes,
unless the context  requires otherwise, the estate
or  personal  representative   of  a  director  OR
OFFICER.
    (3) "DISINTERESTED DIRECTOR"  MEANS A DIRECTOR
WHO  AT  THE   TIME  OF  A  VOTE  REFERRED  TO  IN
SUBSECTION (c) OF  SECTION  33-773,  AS AMENDED BY
SECTION 15 OF  THIS  ACT,  OR  A VOTE OR SELECTION
REFERRED TO IN  SUBSECTION  (b)  OR (c) OF SECTION
33-775, AS AMENDED  BY  SECTION 17 OF THIS ACT, IS
NOT (A) A  PARTY  TO  THE  PROCEEDING  OR  (B)  AN
INDIVIDUAL   HAVING   A    FAMILIAL,    FINANCIAL,
PROFESSIONAL OR EMPLOYMENT  RELATIONSHIP  WITH THE
DIRECTOR  WHOSE  INDEMNIFICATION  OR  ADVANCE  FOR
EXPENSES IS THE  SUBJECT  OF  THE  DECISION  BEING
MADE,   WHICH   RELATIONSHIP    WOULD,    IN   THE
CIRCUMSTANCES, REASONABLY BE  EXPECTED TO EXERT AN
INFLUENCE ON THE  DIRECTOR'S  JUDGMENT WHEN VOTING
ON THE DECISION BEING MADE.
    [(3)] (4) "Expenses" include counsel fees.
    [(4)] (5) "Liability"  means the obligation to
pay  a  judgment,   settlement,   penalty,   fine,
including an excise  tax  assessed with respect to
an employee benefit  plan,  or reasonable expenses
incurred with respect to a proceeding.
    [(5)] (6) "Official  capacity" means: (A) When
used with respect  to  a  director,  the office of
director in a  corporation; and (B) when used with
respect to an individual other than a director, as
contemplated  in section  33-776,  AS  AMENDED  BY
SECTION  18  OF   THIS   ACT,   the  office  in  a
corporation held by  the officer or the employment
or agency relationship  undertaken by the employee
or agent on  behalf  of the corporation. "Official
capacity" does not  include  service for any other
[foreign or] domestic  OR  FOREIGN  corporation or
any partnership, joint  venture,  trust,  employee
benefit plan or other [enterprise] ENTITY.
    [(6)]   (7)  "Party"   [includes]   MEANS   an
individual who was, is or is threatened to be made
a [named] defendant or respondent in a proceeding.
    [(7)] (8) "Proceeding"  means  any threatened,
pending or completed  action,  suit or proceeding,
whether    civil,    criminal,     administrative,
ARBITRATIVE or investigative and whether formal or
informal.
    Sec.  13.  Section   33-771   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)   Except   as    OTHERWISE   provided   in
[subsection (d) of]  this  section,  a corporation
may indemnify an  individual [made] WHO IS a party
to a proceeding  because he is [or was] a director
against liability incurred  in  the proceeding if:
(1) (A) He  conducted  himself in good faith; [and
(2)] (B) he  reasonably  believed [(A)] (i) in the
case of conduct  in  his  official capacity, [with
the corporation,] that  his  conduct  was in [its]
THE best interests [, and (B)] OF THE CORPORATION;
AND (ii) in  all other cases, that his conduct was
at least not  opposed  to [its] THE best interests
OF THE CORPORATION;  and  [(3)] (C) in the case of
any  criminal proceeding,  he  had  no  reasonable
cause to believe  his conduct was unlawful; OR (2)
HE   ENGAGED  IN   CONDUCT   FOR   WHICH   BROADER
INDEMNIFICATION  HAS  BEEN   MADE  PERMISSIBLE  OR
OBLIGATORY UNDER A PROVISION OF THE CERTIFICATE OF
INCORPORATION AS AUTHORIZED  BY SUBDIVISION (5) OF
SUBSECTION (b) OF  SECTION  33-636,  AS AMENDED BY
SECTION 4 OF THIS ACT.
    (b) A director's  conduct  with  respect to an
employee benefit plan  for a purpose he reasonably
believed  to  be   in   the   interests   of   the
participants in and  beneficiaries  of the plan is
conduct   that  satisfies   the   requirement   of
subparagraph [(B)] (ii)  of  subdivision [(2)] (1)
of subsection (a) of this section.
    (c)  The  termination   of   a  proceeding  by
judgment, order, settlement  or conviction or upon
a plea of  nolo  contendere  or  its equivalent is
not, of itself,  determinative  that  the director
did not meet  the  RELEVANT  standard  of  conduct
described in this section.
    (d)  [A]  UNLESS  ORDERED  BY  A  COURT  UNDER
SECTION 33-774, AS  AMENDED  BY SECTION 16 OF THIS
ACT, A corporation  may  not  indemnify a director
under  this section:  (1)  In  connection  with  a
proceeding by or  in  the right of the corporation
[in which the  director was adjudged liable to the
corporation]   EXCEPT  FOR   REASONABLE   EXPENSES
INCURRED IN CONNECTION  WITH  THE PROCEEDING IF IT
IS  DETERMINED  THAT  THE  DIRECTOR  HAS  MET  THE
RELEVANT STANDARD OF  CONDUCT UNDER SUBSECTION (a)
OF THIS SECTION;  or  (2)  in  connection with any
[other  proceeding  charging   improper   personal
benefit to him, whether or not involving action in
his official capacity, in] PROCEEDING WITH RESPECT
TO CONDUCT FOR which he was adjudged liable on the
basis  that  [personal   benefit   was  improperly
received by him]  HE  RECEIVED A FINANCIAL BENEFIT
TO WHICH HE  WAS  NOT  ENTITLED,  WHETHER  OR  NOT
INVOLVING ACTION IN HIS OFFICIAL CAPACITY.
    [(e)  Indemnification  permitted   under  this
section in connection  with  a proceeding by or in
the  right  of   the  corporation  is  limited  to
reasonable expenses incurred  in  connection  with
the proceeding.]
    [(f)]  (e) Notwithstanding  any  provision  of
this section to  the contrary, a corporation which
was incorporated under  the  laws  of  this state,
whether under chapter 599 of the general statutes,
revised to January  1,  1995, or any other general
law or special  act,  prior  to  January  1, 1997,
shall, except to  the  extent that the certificate
of  incorporation  expressly  provides  otherwise,
[provide its directors  with  the  full  amount of
indemnification  that]  INDEMNIFY  UNDER  SECTIONS
33-770  TO  33-778,   INCLUSIVE,   AS  AMENDED  BY
SECTIONS 12 TO  20,  INCLUSIVE,  OF  THIS ACT, AND
SECTION 21 OF  THIS ACT, EXCEPT SUBDIVISION (2) OF
SUBSECTION (a) OF  THIS SECTION, A DIRECTOR TO THE
SAME  EXTENT  the   corporation  is  permitted  to
provide [to such directors] THE SAME TO A DIRECTOR
pursuant to SUBDIVISION  (1) OF SUBSECTION (a) AND
SUBSECTIONS (b), (c)  AND  (d)  OF this section as
limited by the  provisions  of  section 33-775, AS
AMENDED BY SECTION 17 OF THIS ACT.
    Sec.  14.  Section   33-772   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    [Unless   limited  by   its   certificate   of
incorporation, a] A  corporation shall indemnify a
director who was  wholly successful, on the merits
or otherwise, in  the defense of any proceeding to
which he was  a  party  because  he  [is or] was a
director  of the  corporation  against  reasonable
expenses incurred by  him  in  connection with the
proceeding.
    Sec.  15.  Section   33-773   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)   A   corporation    may,   BEFORE   FINAL
DISPOSITION OF A  PROCEEDING, ADVANCE FUNDS TO pay
for or reimburse  the reasonable expenses incurred
by a director  who  is a party to a proceeding [in
advance of final disposition of the proceeding if:
(1)  The  director  furnishes  the  corporation  a
written affirmation of  his good faith belief that
he has met  the  standard  of conduct described in
section 33-771; (2)  the  director  furnishes  the
corporation   a  written   undertaking,   executed
personally or on  his behalf, to repay the advance
if it is  ultimately  determined  that  he did not
meet  the  standard   of   conduct;   and   (3)  a
determination is made that the facts then known to
those making the  determination would not preclude
indemnification under sections  33-770  to 33-778,
inclusive] BECAUSE HE IS A DIRECTOR IF HE DELIVERS
TO THE CORPORATION:  (1)  A WRITTEN AFFIRMATION OF
HIS GOOD FAITH BELIEF THAT HE HAS MET THE RELEVANT
STANDARD OF CONDUCT  DESCRIBED  IN SECTION 33-771,
AS AMENDED BY  SECTION 13 OF THIS ACT, OR THAT THE
PROCEEDING INVOLVES CONDUCT  FOR  WHICH  LIABILITY
HAS  BEEN ELIMINATED  UNDER  A  PROVISION  OF  THE
CERTIFICATE  OF  INCORPORATION  AS  AUTHORIZED  BY
SUBDIVISION  (4)  OF  SUBSECTION  (b)  OF  SECTION
33-636, AS AMENDED  BY  SECTION 4 OF THIS ACT; AND
(2) HIS WRITTEN  UNDERTAKING  TO  REPAY  ANY FUNDS
ADVANCED  IF  HE  IS  NOT  ENTITLED  TO  MANDATORY
INDEMNIFICATION UNDER SECTION  33-772,  AS AMENDED
BY SECTION 14  OF  THIS  ACT, AND IT IS ULTIMATELY
DETERMINED UNDER SECTION  33-774,  AS  AMENDED  BY
SECTION 16 OF  THIS  ACT,  OR  SECTION  33-775, AS
AMENDED BY SECTION 17 OF THIS ACT, THAT HE HAS NOT
MET THE RELEVANT  STANDARD OF CONDUCT DESCRIBED IN
SECTION 33-771, AS  AMENDED  BY SECTION 13 OF THIS
ACT.
    (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)  [Determinations  and   authorizations  of
payments under this  section  shall be made in the
manner specified in section 33-775] AUTHORIZATIONS
UNDER THIS SECTION SHALL BE MADE: (1) BY THE BOARD
OF  DIRECTORS:  (A)  IF  THERE  ARE  TWO  OR  MORE
DISINTERESTED DIRECTORS, BY A MAJORITY VOTE OF ALL
THE DISINTERESTED 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 DISINTERESTED DIRECTORS  APPOINTED  BY SUCH A
VOTE;  OR  (B)   IF   THERE  ARE  FEWER  THAN  TWO
DISINTERESTED DIRECTORS, BY THE VOTE NECESSARY FOR
ACTION BY THE  BOARD  IN  ACCORDANCE  WITH SECTION
33-752, AS AMENDED  BY  SECTION 11 OF THIS ACT, IN
WHICH AUTHORIZATION DIRECTORS  WHO  DO NOT QUALIFY
AS DISINTERESTED DIRECTORS MAY PARTICIPATE; OR (2)
BY THE SHAREHOLDERS,  PROVIDED  SHARES OWNED BY OR
VOTED UNDER THE  CONTROL  OF A DIRECTOR WHO AT THE
TIME DOES NOT  QUALIFY AS A DISINTERESTED DIRECTOR
MAY NOT BE VOTED ON THE AUTHORIZATION.
    Sec.  16.  Section   33-774   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  [Unless a  corporation's  certificate  of
incorporation provides otherwise,  a  director  of
the corporation] A  DIRECTOR  who  is a party to a
proceeding BECAUSE HE  IS A DIRECTOR may apply for
indemnification OR AN  ADVANCE FOR EXPENSES to the
court  conducting the  proceeding  or  to  another
court  of  competent   jurisdiction.   [On]  AFTER
receipt of an  application [, the court] AND after
giving  any  notice   [the   court]  IT  considers
necessary,  [may  order   indemnification   if  it
determines:  (1)  The   director  is  entitled  to
mandatory indemnification under section 33-772, in
which  case  the   court   shall  also  order  the
corporation  to  pay   the  director's  reasonable
expenses   incurred   to    obtain   court-ordered
indemnification; or (2) the director is fairly and
reasonably entitled to  indemnification in view of
all the relevant  circumstances, whether or not he
met the standard  of  conduct set forth in section
33-771 or was  adjudged  liable  as  described  in
subsection (d) of  said  section,  but  if  he was
adjudged so liable  his indemnification is limited
to reasonable expenses  incurred] THE COURT SHALL:
(1) ORDER INDEMNIFICATION  IF  IT  DETERMINES THAT
THE   DIRECTOR   IS    ENTITLED    TO    MANDATORY
INDEMNIFICATION UNDER SECTION  33-772,  AS AMENDED
BY   SECTION   14   OF   THIS   ACT;   (2)   ORDER
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES  IF  THE
COURT DETERMINES THAT  THE DIRECTOR IS ENTITLED TO
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES PURSUANT
TO A PROVISION  AUTHORIZED  BY  SUBSECTION  (a) OF
SECTION 33-778, AS  AMENDED  BY SECTION 20 OF THIS
ACT; OR (3)  ORDER  INDEMNIFICATION OR ADVANCE FOR
EXPENSES IF THE  COURT  DETERMINES, IN VIEW OF ALL
THE RELEVANT CIRCUMSTANCES,  THAT  IT  IS FAIR AND
REASONABLE (A) TO INDEMNIFY THE DIRECTOR OR (B) TO
ADVANCE EXPENSES TO  THE  DIRECTOR, EVEN IF HE HAS
NOT MET THE RELEVANT STANDARD OF CONDUCT SET FORTH
IN SUBSECTION (a) OF SECTION 33-771, AS AMENDED BY
SECTION 13 OF  THIS  ACT,  FAILED  TO  COMPLY WITH
SECTION 33-773, AS  AMENDED  BY SECTION 15 OF THIS
ACT,  OR  WAS  ADJUDGED  LIABLE  IN  A  PROCEEDING
REFERRED  TO  IN   SUBDIVISION   (1)   OR  (2)  OF
SUBSECTION (d) OF  SECTION  33-771,  AS AMENDED BY
SECTION  13  OF  THIS  ACT,  PROVIDED  IF  HE  WAS
ADJUDGED SO LIABLE  HIS  INDEMNIFICATION  SHALL BE
LIMITED  TO  REASONABLE   EXPENSES   INCURRED   IN
CONNECTION WITH THE PROCEEDING.
    (b) IF THE  COURT DETERMINES THAT THE DIRECTOR
IS ENTITLED TO  INDEMNIFICATION  UNDER SUBDIVISION
(1)  OF SUBSECTION  (a)  OF  THIS  SECTION  OR  TO
INDEMNIFICATION  OR  ADVANCE  FOR  EXPENSES  UNDER
SUBDIVISION (2) OF SUBSECTION (a) OF THIS SECTION,
IT SHALL ALSO  ORDER  THE  CORPORATION  TO PAY THE
DIRECTOR'S   REASONABLE   EXPENSES   INCURRED   IN
CONNECTION     WITH    OBTAINING     COURT-ORDERED
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES.  IF THE
COURT DETERMINES THAT  THE DIRECTOR IS ENTITLED TO
INDEMNIFICATION  OR  ADVANCE  FOR  EXPENSES  UNDER
SUBDIVISION (3) OF SUBSECTION (a) OF THIS SECTION,
IT MAY ALSO  ORDER  THE  CORPORATION  TO  PAY  THE
DIRECTOR'S   REASONABLE   EXPENSES    TO    OBTAIN
COURT-ORDERED  INDEMNIFICATION  OR   ADVANCE   FOR
EXPENSES.
    Sec.  17.  Section   33-775   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) A corporation may not indemnify a director
under section 33-771,  AS AMENDED BY SECTION 13 OF
THIS ACT, unless authorized [in the specific case]
FOR A SPECIFIC  PROCEEDING  after  a determination
has been made that indemnification of the director
is permissible [in  the  circumstances] because he
has met the RELEVANT standard of conduct set forth
in said section.
    (b) The determination shall be made:
    [(1) By the  board  of  directors  by majority
vote of a  quorum  consisting  of directors not at
the time parties to the proceeding;
    (2)  If a  quorum  cannot  be  obtained  under
subdivision (1) of  this  subsection,  by majority
vote of a  committee  duly designated by the board
of directors, in  which  designation directors who
are parties may  participate, consisting solely of
two or more  directors  not at the time parties to
the proceeding;]
    (1) IF THERE  ARE  TWO  OR  MORE DISINTERESTED
DIRECTORS, BY THE BOARD OF DIRECTORS BY A MAJORITY
VOTE  OF  ALL   THE   DISINTERESTED  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 DISINTERESTED DIRECTORS
APPOINTED BY SUCH A VOTE;
    [(3)]  (2)  By   special   legal  counsel  (A)
selected  [by  the   board  of  directors  or  its
committee] in the manner prescribed in subdivision
(1) [or (2)]  of  this  subsection,  or  (B) if [a
quorum  of  the   board  of  directors  cannot  be
obtained under subdivision  (1) of this subsection
and  a  committee   cannot   be  designated  under
subdivision (2) of  this  subsection,  selected by
majority  vote  of]   THERE  ARE  FEWER  THAN  TWO
DISINTERESTED DIRECTORS, SELECTED  BY  the  [full]
board of directors,  in  which selection directors
who [are parties]  DO NOT QUALIFY AS DISINTERESTED
DIRECTORS may participate; or
    [(4)]  (3) By  the  shareholders,  but  shares
owned by or voted under the control of [directors]
A DIRECTOR who  [are]  at the time [parties to the
proceeding] DOES NOT  QUALIFY  AS  A DISINTERESTED
DIRECTOR may not be voted on the determination.
    (c)  Authorization  of   indemnification  [and
evaluation as to reasonableness of expenses] shall
be made in  the  same  manner as the determination
that indemnification is  permissible,  except that
if [the determination  is  made  by  special legal
counsel] THERE ARE  FEWER  THAN  TWO DISINTERESTED
DIRECTORS, authorization of  indemnification  [and
evaluation as to reasonableness of expenses] shall
be made by  those  entitled under SUBPARAGRAPH (B)
OF subdivision [(3)] (2) of subsection (b) of this
section to select SPECIAL LEGAL counsel.
    Sec.  18.  Section   33-776   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    [Unless   a   corporation's   certificate   of
incorporation provides otherwise:
    (1) An officer of the corporation who is not a
director is entitled  to mandatory indemnification
under section 33-772, and is entitled to apply for
court-ordered   indemnification   under    section
33-774, in each  case  to  the  same  extent  as a
director;
    (2) The corporation  may indemnify and advance
expenses   under  sections   33-770   to   33-778,
inclusive, to an officer, employee or agent of the
corporation who is  not  a  director  to  the same
extent as to a director;
    (3) Notwithstanding subdivision  (4)  of  this
section,  a corporation  may  also  indemnify  and
advance expenses to  an officer, employee or agent
who is not  a  director  to the extent, consistent
with  public  policy,  that  may  be  provided  by
contract,   its  certificate   of   incorporation,
bylaws, or general or specific action of its board
of directors, each  of  which  may delegate to its
general  counsel or  other  specified  officer  or
officers   the   ability    to    authorize   such
indemnification   and   the    responsibility   to
determine   whether   any   conditions   to   such
indemnification or advance  of  expenses have been
established; and]
    (a) A CORPORATION  MAY  INDEMNIFY  AND ADVANCE
EXPENSES   UNDER  SECTIONS   33-770   TO   33-778,
INCLUSIVE,  AS  AMENDED  BY  SECTIONS  12  TO  20,
INCLUSIVE, OF THIS  ACT,  AND  SECTION  21 OF THIS
ACT, TO AN  OFFICER,  EMPLOYEE  OR  AGENT  OF  THE
CORPORATION WHO IS A PARTY TO A PROCEEDING BECAUSE
HE  IS  AN  OFFICER,  EMPLOYEE  OR  AGENT  OF  THE
CORPORATION (1) TO  THE SAME EXTENT AS A DIRECTOR,
AND (2) IF HE IS AN OFFICER, EMPLOYEE OR AGENT BUT
NOT A DIRECTOR, TO SUCH FURTHER EXTENT, CONSISTENT
WITH  PUBLIC  POLICY,   AS   MAY  BE  PROVIDED  BY
CONTRACT, THE CERTIFICATE  OF  INCORPORATION,  THE
BYLAWS OR A  RESOLUTION OF THE BOARD OF DIRECTORS.
A CORPORATION MAY  DELEGATE TO ITS GENERAL COUNSEL
OR OTHER SPECIFIED OFFICER OR OFFICERS THE ABILITY
UNDER   THIS   SUBSECTION    TO   DETERMINE   THAT
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES  TO SUCH
OFFICER, EMPLOYEE OR  AGENT IS PERMISSIBLE AND THE
ABILITY    TO   AUTHORIZE    PAYMENT    OF    SUCH
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES. NOTHING
IN THIS SUBDIVISION  SHALL IN ANY WAY LIMIT EITHER
THE ABILITY OR  THE OBLIGATION OF A CORPORATION TO
INDEMNIFY  AND  ADVANCE   EXPENSES   UNDER   OTHER
APPLICABLE LAW TO  ANY  OFFICER, EMPLOYEE OR AGENT
WHO IS NOT A DIRECTOR.
    (b)  THE  PROVISIONS  OF  SUBDIVISION  (2)  OF
SUBSECTION (a) OF  THIS  SECTION SHALL APPLY TO AN
OFFICER, EMPLOYEE OR  AGENT WHO IS ALSO A DIRECTOR
IF THE BASIS  ON  WHICH  HE IS MADE A PARTY TO THE
PROCEEDING IS AN  ACT  OR  OMISSION  SOLELY  AS AN
OFFICER, EMPLOYEE OR AGENT.
    (c)  AN  OFFICER,   EMPLOYEE  OR  AGENT  OF  A
CORPORATION WHO IS  NOT  A DIRECTOR IS ENTITLED TO
MANDATORY INDEMNIFICATION UNDER SECTION 33-772, AS
AMENDED BY SECTION  14  OF THIS ACT, AND MAY APPLY
TO A COURT  UNDER  SECTION  33-774,  AS AMENDED BY
SECTION 16 OF  THIS  ACT,  FOR  INDEMNIFICATION OR
ADVANCE FOR EXPENSES,  IN  EACH  CASE  TO THE SAME
EXTENT TO WHICH  A  DIRECTOR  MAY  BE  ENTITLED TO
INDEMNIFICATION OR ADVANCE FOR EXPENSES UNDER SAID
SECTIONS.
    [(4)] (d) A corporation which was incorporated
under  the  laws  of  this  state,  whether  under
chapter 599 of  the  general  statutes, revised to
January 1, 1995,  or  any  other  general  law  or
special act, prior  to  January  1,  1997,  shall,
except  to the  extent  that  the  certificate  of
incorporation   expressly   provides    otherwise,
indemnify [and advance  expenses]  under  sections
33-770  to  33-778,   inclusive,   AS  AMENDED  BY
SECTIONS 12 TO  20,  INCLUSIVE,  OF  THIS ACT, AND
SECTION 21 OF  THIS ACT, EXCEPT SUBDIVISION (2) OF
SUBSECTION (a) OF  SECTION  33-771,  AS AMENDED BY
SECTION  13  OF   THIS  ACT,  [to]  each  officer,
employee or agent  of the corporation who is not a
director to the  same extent as the corporation is
permitted  to  provide  the  same  to  a  director
pursuant to SUBDIVISION  (1) OF SUBSECTION (a) AND
SUBSECTIONS (b), (c) AND (d) OF section 33-771, AS
AMENDED BY SECTION  13  OF THIS ACT, as limited by
section 33-775, AS  AMENDED  BY SECTION 17 OF THIS
ACT,  and  for   this  purpose  the  determination
required by section  33-775, AS AMENDED BY SECTION
17 OF THIS  ACT,  may  in  addition be made by the
general counsel of  the corporation, or such other
or additional officer  or officers as the board of
directors may specify.
    Sec.  19.  Section   33-777   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    A  corporation  may   purchase   and  maintain
insurance on behalf  of  an  individual who is [or
was] a director, officer, employee or agent of the
corporation, or who,  while  a  director, officer,
employee or agent  of  the corporation, [is or was
serving]   SERVES   at   the   [request   of   the
corporation] CORPORATION'S REQUEST  as a director,
officer, partner, trustee,  employee  or  agent of
another   [foreign   or]   domestic   OR   FOREIGN
corporation,  partnership, joint  venture,  trust,
employee  benefit  plan   or   other  [enterprise]
ENTITY,  against  liability  asserted  against  or
incurred by him  in  that capacity or arising from
his status as  a  director,  officer,  employee or
agent, whether or  not  the corporation would have
power to indemnify  OR  ADVANCE  EXPENSES  TO  him
against the same  liability  under [section 33-771
or 33-772] SECTIONS  33-770  TO 33-778, INCLUSIVE,
AS AMENDED BY  SECTIONS  12  TO  20, INCLUSIVE, OF
THIS ACT, AND SECTION 21 OF THIS ACT.
    Sec.  20.  Section   33-778   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  [A  provision  treating  a  corporation's
indemnification  of or  advance  for  expenses  to
directors that is  contained in its certificate of
incorporation,  bylaws,  a   resolution   of   its
shareholders  or  board  of  directors,  or  in  a
contract or otherwise, is valid only if and to the
extent the provision  is  consistent with sections
33-770 to 33-778, inclusive. If the certificate of
incorporation  limits indemnification  or  advance
for  expenses,  indemnification  and  advance  for
expenses are valid  only  to the extent consistent
with   the  certificate   of   incorporation.]   A
CORPORATION MAY, BY A PROVISION IN ITS CERTIFICATE
OF INCORPORATION OR  BYLAWS  OR  IN  A  RESOLUTION
ADOPTED OR A  CONTRACT  APPROVED  BY  ITS BOARD OF
DIRECTORS  OR  SHAREHOLDERS,  OBLIGATE  ITSELF  IN
ADVANCE OF THE  ACT  OR  OMISSION GIVING RISE TO A
PROCEEDING   TO   PROVIDE    INDEMNIFICATION    IN
ACCORDANCE  WITH SECTION  33-771,  AS  AMENDED  BY
SECTION 13 OF  THIS  ACT,  OR ADVANCE FUNDS TO PAY
FOR  OR  REIMBURSE  EXPENSES  IN  ACCORDANCE  WITH
SECTION 33-773, AS  AMENDED  BY SECTION 15 OF THIS
ACT.  ANY  SUCH   PROVISION   THAT  OBLIGATES  THE
CORPORATION  TO  PROVIDE  INDEMNIFICATION  TO  THE
FULLEST EXTENT PERMITTED BY LAW SHALL BE DEEMED TO
OBLIGATE THE CORPORATION  TO  ADVANCE FUNDS TO PAY
FOR  OR  REIMBURSE  EXPENSES  IN  ACCORDANCE  WITH
SECTION 33-773, AS  AMENDED  BY SECTION 15 OF THIS
ACT,  TO THE  FULLEST  EXTENT  PERMITTED  BY  LAW,
UNLESS   THE   PROVISION   SPECIFICALLY   PROVIDES
OTHERWISE.
    (b) ANY PROVISION  PURSUANT  TO SUBSECTION (a)
OF THIS SECTION SHALL NOT OBLIGATE THE CORPORATION
TO INDEMNIFY OR  ADVANCE EXPENSES TO A DIRECTOR OF
A PREDECESSOR OF  THE  CORPORATION,  PERTAINING TO
CONDUCT WITH RESPECT  TO  THE  PREDECESSOR, UNLESS
OTHERWISE SPECIFICALLY PROVIDED. ANY PROVISION FOR
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES  IN  THE
CERTIFICATE OF INCORPORATION, BYLAWS OR RESOLUTION
OF THE BOARD  OF  DIRECTORS  OR  SHAREHOLDERS OF A
PREDECESSOR OF THE CORPORATION IN A MERGER OR IN A
CONTRACT TO WHICH  THE  PREDECESSOR  IS  A  PARTY,
EXISTING AT THE  TIME  THE  MERGER  TAKES  EFFECT,
SHALL BE GOVERNED BY SUBDIVISION (3) OF SUBSECTION
(a) OF SECTION 33-820.
    (c) A CORPORATION  MAY,  BY A PROVISION IN ITS
CERTIFICATE OF INCORPORATION,  LIMIT  ANY  OF  THE
RIGHTS TO INDEMNIFICATION  OR ADVANCE FOR EXPENSES
CREATED  BY OR  PURSUANT  TO  SECTIONS  33-770  TO
33-778, INCLUSIVE, AS  AMENDED  BY  SECTIONS 12 TO
20, INCLUSIVE, OF THIS ACT, AND SECTION 21 OF THIS
ACT.
    [(b)]   (d)   Sections   33-770   to   33-778,
inclusive,  AS  AMENDED  BY  SECTIONS  12  TO  20,
INCLUSIVE, OF THIS  ACT,  AND  SECTION  21 OF THIS
ACT, do not  limit a corporation's power to pay or
reimburse  expenses  incurred  by  a  director  in
connection with his  appearance  as a witness in a
proceeding at a  time when he [has not been made a
named defendant or  respondent  to the proceeding]
IS NOT A PARTY.
    Sec.  21.  (NEW)  A  corporation  may  provide
indemnification  of  or   advance  expenses  to  a
director,  officer,  employee  or  agent  only  as
permitted by sections 33-770 to 33-778, inclusive,
of the general statutes, as amended by sections 12
to 20, inclusive, of this act.
    Sec. 22. Subsection  (d)  of section 33-801 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (d) A corporation restating its certificate of
incorporation shall deliver  to  the  Secretary of
the State for  filing a certificate of restatement
setting forth the  name of the corporation and the
text of the  restated certificate of incorporation
together with a  [certificate]  STATEMENT  setting
forth: (1) Whether  the  restatement  contains  an
amendment  to  the  certificate  of  incorporation
requiring shareholder approval  and,  if  it  does
not,  that the  board  of  directors  adopted  the
restatement; or (2) if the restatement contains an
amendment  to  the  certificate  of  incorporation
requiring  shareholder approval,  the  information
required by section 33-800.
    Sec. 23. Subsection  (f)  of section 33-801 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (f) The Secretary  of  the State may certify a
restated  certificate  of   incorporation  as  the
certificate of incorporation  currently in effect,
without  including  the   [certificate]  STATEMENT
information required by  subsection  (d)  of  this
section.
    Sec. 24. Subsection  (b)  of section 33-821 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b) Upon the  merger  or share exchange taking
effect, the surviving  foreign  corporation  of  a
merger and the  acquiring foreign corporation of a
share  exchange is  deemed:  (1)  To  appoint  the
Secretary  of the  State  AND  HIS  SUCCESSORS  IN
OFFICE as its  agent  for  service of process in a
proceeding to enforce any obligation or the rights
of  dissenting  shareholders   of   each  domestic
corporation party to the merger or share exchange;
and (2) to  agree that it will promptly pay to the
dissenting   shareholders   of    each    domestic
corporation party to  the merger or share exchange
the amount, if  any,  to  which  they are entitled
under sections 33-855 to 33-872, inclusive.
    Sec. 25. Subsection  (b)  of section 33-882 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b) If voting  by  voting groups was required,
the information required  by  subdivision  (3)  of
subsection (a) of  this section must be separately
provided for each  voting  group  entitled to vote
separately on the  [plan to dissolve] PROPOSAL FOR
DISSOLUTION.
    Sec. 26. Subsection  (c)  of section 33-883 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) After the  revocation  of  dissolution  is
authorized,  the  corporation   may   revoke   the
dissolution by delivering  to the Secretary of the
State for filing  a  certificate  of revocation of
dissolution  [,  together   with  a  copy  of  its
certificate of dissolution,]  that sets forth: (1)
The name of  the  corporation;  (2)  the effective
date of the  dissolution that was revoked; (3) the
date  that  the   revocation  of  dissolution  was
authorized;  (4) if  the  corporation's  board  of
directors,   or   incorporators,    revoked    the
dissolution, a statement  to  that  effect; (5) if
the corporation's board  of  directors  revoked  a
dissolution  authorized  by  the  shareholders,  a
statement that revocation  was permitted by action
by the board  of  directors alone pursuant to that
authorization; [and] (6) if shareholder action was
required   to   revoke    the   dissolution,   the
information  required  by   subdivision   (3)   of
subsection  (a)  or   subsection  (b)  of  section
33-882, AS AMENDED  BY SECTION 25 OF THIS ACT; AND
(7)  IF  THE   NAME   OF   THE  CORPORATION  WHOSE
DISSOLUTION  IS  TO   BE   REVOKED  IS  NO  LONGER
AVAILABLE, BE ACCOMPANIED  BY  AN AMENDMENT OF THE
CERTIFICATE  OF INCORPORATION  WHICH  CHANGES  THE
NAME OF THE CORPORATION TO AN AVAILABLE NAME.
    Sec. 27. Subsection  (a)  of section 33-892 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) A corporation  administratively  dissolved
[under section 33-890]  may apply to the Secretary
of the State for reinstatement after the effective
date of dissolution.  The  application  must:  (1)
Recite the name  of  the  corporation;  [(2) state
that the ground  or grounds for dissolution either
did not exist or have been eliminated; (3)] (2) if
the name of the corporation to be reinstated is no
longer available, be accompanied simultaneously by
an amendment of  the  certificate of incorporation
which identifies an  available name; and [(4)] (3)
be accompanied by:  (A)  Payment  of all penalties
and forfeitures incurred  by the corporation and a
reinstatement fee; (B)  an  annual  report for the
current  year;  (C)  an  up-to-date  statement  or
statements  from  the   Commissioner   of  Revenue
Services and the administrator of the unemployment
compensation  law  acting   in   their  respective
capacities,  showing,  to   the   best   of  their
knowledge and belief,  as  of  the  date  of  such
respective    statements,   either    that    such
corporation   has   paid   all   its   taxes   and
contributions or that  it  was  not liable for any
taxes  or  contributions,  or  that  it  has  made
adequate provisions, with  such surety as shall be
satisfactory  to  said   commissioner   and   said
administrator, for the  future  payment  of any of
its unpaid taxes  and  unpaid  contributions as of
the date of  such  respective statements provided,
if said commissioner or administrator, as the case
may be, does  not issue such statement within five
weeks of the  request therefor, the filing of such
statement  shall  not   be   required  under  this
subparagraph;  and  (D)   an   appointment   of  a
registered agent.
    Sec. 28. Subsection  (e)  of section 33-900 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (e) Upon determining  the  fair  value  of the
shares, the court  shall  enter an order directing
the purchase upon such terms and conditions as the
court deems appropriate, which may include payment
of  the  purchase   price  in  instalments,  where
necessary in the  interests  of  equity, provision
for security to  assure  payment  of  the purchase
price and any  additional costs, fees and expenses
as may have  been  awarded, and, if the shares are
to be purchased by shareholders, the allocation of
shares among them.  In allocating the petitioner's
shares  among  holders  of  different  classes  of
shares, the court  should  attempt to preserve the
existing  distribution  of   voting  rights  among
holders   of   different    classes   insofar   as
practicable  and may  direct  that  holders  of  a
specific class or classes shall not participate in
the purchase. Interest  may be allowed at the rate
and from the  date  determined  by the court to be
equitable, but if the court finds that the refusal
of the petitioning  shareholder to accept an offer
of payment was  arbitrary or otherwise not in good
faith, no interest  shall be allowed. If the court
finds  that  the   petitioning   shareholder   had
probable grounds for  relief  under  [subparagraph
(B) or (D)  of]  subdivision (1) of subsection (a)
of section 33-896, it may award to the petitioning
shareholder  reasonable  fees   and   expenses  of
counsel and of any experts employed by him.
    Sec. 29. Subsection  (a)  of section 33-920 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)  A  foreign  corporation,  OTHER  THAN  AN
INSURANCE, SURETY OR  INDEMNITY  COMPANY,  may not
transact business in this state until it obtains a
certificate of authority from the Secretary of the
State.  No  foreign  corporation  engaged  in  the
business of a  telegraph  company,  gas,  electric
light or water  company,  or cemetery corporation,
or of any  company requiring the right to take and
condemn lands or  to occupy the public highways of
this  state, and  no  foreign  telephone  company,
shall  transact  in   this   state   the  business
authorized by its  certificate of incorporation or
by the laws  of  the  state  under  which  it  was
organized,  unless empowered  so  to  do  by  some
general or special  act  of this state, except for
the purpose of carrying out and renewing contracts
existing upon August 1, 1903. No insurance, surety
or indemnity company  shall  transact  business in
this state until  it  has  procured a license from
the Insurance Commissioner  in accordance with the
provisions of section 38a-41.
    Sec. 30. Subsection  (a)  of section 33-922 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) A foreign  corporation  may  apply  for  a
certificate of authority  to  transact business in
this state by  delivering  an  application  to the
Secretary of the State for filing. The application
shall set forth:  (1)  The  name  of  the  foreign
corporation or, if its name is unavailable for use
in this state, a corporate name that satisfies the
requirements of section  33-925;  (2)  the name of
the  state  or  country  under  whose  law  it  is
incorporated; (3) its  date  of  incorporation and
period of duration;  (4) the street address of its
principal  office;  (5)   the   address   of   its
registered office in  this  state  and the name of
its registered agent  at  that office; and (6) the
names and [business  addresses  or, if there is no
business  address  for   any   such   person,  the
residence address, of  its  current  directors and
officers]   RESPECTIVE  BUSINESS   AND   RESIDENCE
ADDRESSES OF THE  DIRECTORS  AND  OFFICERS  OF THE
FOREIGN CORPORATION, EXCEPT  THAT WHERE GOOD CAUSE
IS SHOWN, THE  SECRETARY  OF  THE STATE MAY ACCEPT
BUSINESS  ADDRESSES  IN   LIEU   OF  BUSINESS  AND
RESIDENCE ADDRESSES OF  THE DIRECTORS AND OFFICERS
OF THE CORPORATION.
    Sec. 31. Subsection  (a)  of section 33-925 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)   THE  CORPORATE   NAME   OF   A   FOREIGN
CORPORATION  MUST  SATISFY   THE  REQUIREMENTS  OF
SECTION 33-655. If the corporate name of a foreign
corporation does not  satisfy  the requirements of
section 33-655, the  foreign  corporation IN ORDER
to SATISFY THE  REQUIREMENTS  OF  SAID SECTION AND
obtain or maintain  a  certificate of authority to
transact business in  this  state: (1) May add the
word  "corporation",  "incorporated",   "company",
"Societa  per  Azioni"   or   "limited",   or  the
abbreviation "corp.", "inc.",  "co.",  "S.p.A." or
"ltd.", to its  corporate  name  for  use  in this
state; or (2)  may  use  a  fictitious  name WHICH
INCLUDES THE WORD  "CORPORATION",  "INCORPORATED",
"COMPANY", "SOCIETA PER  AZIONI"  OR  "LIMITED" OR
THE ABBREVIATIONS "CORP.", "INC.", "CO.", "S.P.A."
OR "LTD." to  transact  business  in this state if
its real name  is unavailable and it includes with
its application for  a  certificate of authority a
copy of the  resolution of its board of directors,
certified   by   its   secretary,   adopting   the
fictitious name.
    Sec.  32.  Section   33-926   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  Each foreign  corporation  authorized  to
transact business in this state shall continuously
maintain in this  state:  (1)  A registered office
that may be  the  same  as  any  of  its places of
business;  and (2)  a  registered  agent  AT  SUCH
REGISTERED  OFFICE, who  may  be:  (A)  A  natural
person who is  a  resident  of  this  state; (B) a
domestic corporation; or  (C)  a  corporation  not
organized under the  laws  of this state and which
has  procured  a   certificate   of  authority  to
transact business in this state.
    (b) In addition to persons or entities who may
act as a  registered  agent pursuant to subsection
(a) of this  section,  a  foreign  corporation may
appoint  the  Secretary   of  the  State  [or  his
successor] AND HIS  SUCCESSORS in office to act as
its registered agent.
    Sec. 33. Subsection  (a)  of section 33-927 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (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 [; (3) if the current registered
office is to  be  changed,] AND the street address
of its new registered office; [(4)] AND (3) IF THE
CURRENT REGISTERED AGENT  IS  TO  BE  CHANGED, the
name of its current registered agent [; (5) if the
current registered agent  is  to  be changed,] 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. [; and (6)
that after the  change  or  changes  are made, the
street addresses of  its registered office and the
business office of  its  registered  agent will be
identical.]
    Sec. 34. Subsection  (a)  of section 33-928 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)  The  registered   agent   of   a  foreign
corporation may resign  his  agency appointment by
signing and delivering  to  the  Secretary  of the
State for filing  the original and [two] ONE exact
or  conformed [copies]  COPY  of  a  statement  of
resignation.  The  statement  of  resignation  may
include a statement  that the registered office is
also discontinued.
    Sec. 35. Subsection  (b)  of section 33-928 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b) After filing  the statement, the Secretary
of the State  shall  [attach the filing receipt to
one copy and  mail  the  copy  and  receipt to the
registered  office  if   not   discontinued.   The
Secretary of the  State  shall]  mail  the [other]
copy to the  foreign  corporation at its principal
office address shown  in  its  most  recent annual
report.
    Sec.  36.  Section   33-929   of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  The  registered   agent   of   a  foreign
corporation  authorized to  transact  business  in
this state is  the corporation's agent for service
of process, notice or demand required or permitted
by law to  be  served  on the foreign corporation.
[Service] WHEN THE  REGISTERED AGENT IS OTHER THAN
THE SECRETARY OF  THE  STATE AND HIS SUCCESSORS IN
OFFICE, SERVICE may  be  effected  by  ANY  PROPER
OFFICER OR OTHER PERSON LAWFULLY EMPOWERED TO MAKE
SERVICE BY leaving a true and attested copy of the
process, notice or  demand  with such agent or, in
the case of  an  agent who is a natural person, by
leaving it at such agent's usual place of abode in
this state.
    (b) A foreign corporation may be served by ANY
PROPER OFFICER OR  OTHER PERSON LAWFULLY EMPOWERED
TO MAKE SERVICE  BY  registered or certified mail,
return  receipt  requested,   addressed   to   the
secretary  of  the   foreign  corporation  at  its
principal office shown  in  its  application for a
certificate of authority  or  in  its  most recent
annual report if  the foreign corporation: (1) Has
no registered agent or its registered agent cannot
with  reasonable  diligence  be  served;  (2)  has
withdrawn from transacting  business in this state
under section 33-932,  AS  AMENDED  BY SECTIONS 37
AND 38 OF THIS ACT; or (3) has had its certificate
of  authority revoked  under  section  33-936,  AS
AMENDED BY SECTION 39 OF THIS ACT.
    (c) When the  Secretary  of  the State and his
successors IN OFFICE  have been appointed [such] A
FOREIGN corporation's registered  agent, a foreign
corporation [authorized to  transact  business  in
this state] may be served by any proper officer or
other person lawfully empowered to make service by
leaving  two  true  and  attested  copies  thereof
together with the  required  fee  at the office of
the Secretary of  the State or depositing the same
in  the  United  States  mail,  by  registered  or
certified mail, postage prepaid, addressed to such
office. The Secretary  of the State shall file one
copy of such process and keep a record of the date
and hour of  such  receipt.  He  shall, within two
business  days  after  such  service,  forward  by
registered or certified  mail  the  copy  of  such
process to the  corporation  at the address of its
[executive offices] PRINCIPAL OFFICE as last shown
on his records.
    [(c)]  (d) Service  is  [perfected]  EFFECTIVE
under  subsection  (b)  of  this  section  at  the
earliest of: (1)  The date the foreign corporation
receives the mail;  (2)  the  date  shown  on  the
return receipt, if signed on behalf of the foreign
corporation; AND (3)  five  days after its deposit
in the United  States  mail,  as  evidenced by the
postmark, if mailed [postpaid] POSTAGE PREPAID and
correctly addressed. [; and (4) in] IN the case of
service on the  Secretary of the State, service so
made shall be  effective  as  of the date and hour
received by the Secretary of the State as shown on
his [record] RECORDS.
    [(d)]  (e)  Every  foreign  corporation  which
transacts business in  this  state in violation of
section 33-920, AS  AMENDED  BY SECTION 29 OF THIS
ACT, shall be  subject  to suit in this state upon
any cause of action arising out of such business.
    [(e)] (f) Every  foreign  corporation shall be
subject to suit  in  this  state, by a resident of
this state or  by a person having a usual place of
business  in  this  state,  whether  or  not  such
foreign   corporation  is   transacting   or   has
transacted business in  this  state and whether or
not it is  engaged  exclusively  in  interstate or
foreign commerce, on  any  cause of action arising
as follows: (1)  Out  of any contract made in this
state or to be performed in this state; (2) out of
any business solicited  in  this  state by mail or
otherwise if the  corporation  has  repeatedly  so
solicited business, whether  the  orders or offers
relating thereto were  accepted  within or without
the state; (3)  out of the production, manufacture
or distribution of  goods by such corporation with
the reasonable expectation  that such goods are to
be used or  consumed in this state and are so used
or consumed, regardless  of how or where the goods
were produced, manufactured,  marketed  or sold or
whether or not  through  the medium of independent
contractors or dealers;  or  (4)  out  of tortious
conduct in this  state,  whether  arising  out  of
repeated  activity or  single  acts,  and  whether
arising out of misfeasance or nonfeasance.
    (g) IN ANY ACTION BROUGHT UNDER SUBSECTION (e)
OR (f) OF  THIS  SECTION, OR IN ANY FORECLOSURE OR
OTHER ACTION INVOLVING  REAL  PROPERTY  LOCATED IN
THIS  STATE  IN   WHICH   A  FOREIGN  CORPORATION,
ALTHOUGH NOT TRANSACTING  BUSINESS  IN THIS STATE,
OWNS OR CLAIMS  TO  OWN  AN  INTEREST,  SERVICE OF
PROCESS  ON  SUCH   CORPORATION  MAY  BE  MADE  AS
PROVIDED IN SUBSECTION (b) OF THIS SECTION, EXCEPT
THAT  THE  SERVICE   SHALL  BE  ADDRESSED  TO  THE
CORPORATION AT ITS  PRINCIPAL OFFICE OR, IF IT HAS
NO SUCH OFFICE  OR  THE  ADDRESS OF SUCH OFFICE IS
NOT KNOWN, TO  SUCH  CORPORATION'S  LAST OFFICE AS
SHOWN IN THE  OFFICIAL  REGISTRY  OF  THE STATE OR
COUNTRY OF ITS  INCORPORATION, WHICH ADDRESS SHALL
BE SET FORTH IN THE WRIT OR OTHER PROCESS.
    [(f)] (h) This  section does not prescribe the
only means, or  necessarily the required means, of
serving a foreign corporation.
    Sec. 37. Subsection  (b)  of section 33-932 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b)  A  foreign   corporation   authorized  to
transact business in  this  state  may apply for a
certificate  of  withdrawal   by   delivering   an
application to the  Secretary  of  the  State  for
filing. The application  shall  set forth: (1) The
name of the  foreign  corporation  and the name of
the  state  or  country  under  whose  law  it  is
incorporated;  (2)  that  it  is  not  transacting
business in this  state and that it surrenders its
authority to transact  business in this state; (3)
that it revokes  the  authority  of its registered
agent to accept service on its behalf and appoints
the Secretary of  the  State AND HIS SUCCESSORS IN
OFFICE as its  agent for service of process in any
proceeding based on  a  cause  of  action  arising
during the time  it  was  authorized  to  transact
business in this  state;  (4) a mailing address to
which the Secretary  of  the State may mail a copy
of any process served on him under subdivision (3)
of this subsection; and (5) a commitment to notify
the Secretary of  the  State  in the future of any
change in its mailing address.
    Sec. 38. Subsection  (c)  of section 33-932 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) After the withdrawal of the corporation is
effective, service of  process on the Secretary of
the State [under  this  section]  AS  PROVIDED  IN
SECTION 33-929, AS  AMENDED  BY SECTION 36 OF THIS
ACT, is service  on the foreign corporation. [Upon
receipt of process,  the  Secretary  of  the State
shall, within two  business  days,  mail a copy of
the process to  the  foreign  corporation  at  the
mailing address set  forth under subsection (b) of
this section.]
    Sec. 39. Subsection  (d)  of section 33-936 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (d) The Secretary of the State's revocation of
a foreign corporation's  certificate  of authority
appoints the Secretary  of  the  State the foreign
corporation's agent for  service of process in any
proceeding based on  a cause of action which arose
during  the  time   the  foreign  corporation  was
authorized to transact  business  in  this  state.
Service of process  on  the Secretary of the State
[under this subsection]  AS  PROVIDED  IN  SECTION
33-929, AS AMENDED  BY  SECTION 36 OF THIS ACT, is
service on the  foreign corporation. [Upon receipt
of process, the  Secretary  of  the  State  shall,
within two business  days,  mail  a  copy  of  the
process  to  the   foreign   corporation   at  its
principal office shown  in  its most recent annual
report or in any subsequent communication received
from the corporation  stating  the current mailing
address of its principal office, or, if none is on
file, in its  application  for  a  certificate  of
authority.]
    Sec. 40. Subsection  (c)  of section 33-948 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) If the court orders inspection and copying
of the records  demanded,  it shall also order the
corporation  to  pay   the   shareholder's  costs,
including  reasonable [counsel]  ATTORNEY'S  fees,
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.
    Sec. 41. Subsection  (c) of section 33-1003 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) Written notice  by  a  domestic or foreign
corporation to its  member, if in a comprehensible
form, is effective  (1) upon deposit in the United
States mail, as  evidenced  by  the  postmark,  if
mailed [postpaid] POSTAGE  PREPAID  and  correctly
addressed to the  member's  address  shown  in the
corporation's current record  of members, (2) when
transmitted by facsimile or other electronic means
if  transmitted  to   the  member  in  the  manner
authorized by the member for purposes of facsimile
or electronic transmission, as the case may be.
    Sec. 42. Subsection  (e) of section 33-1003 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (e)  Except as  provided  in  subsection  (c),
written notice, if  in  a  comprehensible form, is
effective at the  earliest  of  the following: (1)
When received; (2)  five days after its deposit in
the  United  States  mail,  as  evidenced  by  the
postmark, if mailed [postpaid] POSTAGE PREPAID and
correctly addressed; or  (3)  on the date shown on
[the return receipt,  if  sent  by  registered  or
certified mail or  a  commercial delivery service,
return  receipt  requested,  and  the  receipt  is
signed by or  on  behalf  of  the  addressee]  ANY
RECEIPT SIGNED BY  OR  ON  BEHALF OF THE ADDRESSEE
OBTAINED BY A  COMMERCIAL  DELIVERY  SERVICE OR BY
THE UNITED STATES  MAIL  IF  SENT BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED.
    Sec.  43.  Section   33-1005  of  the  general
statutes is amended  by  adding  subsection (c) as
follows:
    (NEW)  (c)  If  a  corporation  or  a  foreign
corporation so requests  in writing, the Secretary
of the State  shall mail to the address designated
in such request,  and  to  no other address of the
corporation, all matter  required  or permitted by
this chapter to  be  mailed to such corporation or
foreign corporation by the Secretary of the State.
    Sec.  44.  Section   33-1013  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) The Secretary  of  the  State shall charge
and  collect  the   following   fees   for  filing
documents and issuing  certificates and remit them
to the Treasurer  for  the  use  of the state: (1)
Filing a certificate  of  incorporation, including
appointment of registered  agent, ten dollars; (2)
filing change of  address  of  registered agent or
change  of  registered  agent,  ten  dollars;  (3)
filing notice of  resignation  of registered agent
in duplicate, ten  dollars; (4) filing certificate
of amendment to  certificate of incorporation, ten
dollars;  (5)  filing   restated   certificate  of
incorporation, ten dollars; (6) filing certificate
of merger, [or  consolidation,]  ten dollars; [for
each    constituent    domestic     and    foreign
corporation;]    (7)   filing    certificate    of
[abandonment   of   merger    or    consolidation]
CORRECTION,  ten dollars;  [for  each  constituent
domestic  and  foreign  corporation;]  (8)  filing
certificate of surrender  of  special  charter and
adoption  of  certificate  of  incorporation,  ten
dollars; (9) filing  certificate  of  dissolution,
[by  resolution,]  ten   dollars;   [(10)   filing
certificate  of  dissolution  by  expiration,  ten
dollars; (11)] (10)  filing  [judicial  decree of]
CERTIFICATE  OF  ADMINISTRATIVE  dissolution,  ten
dollars;  [(12)]  (11)  filing  [biennial  report,
twenty dollars or,  on  and after October 1, 1993,
twenty-five   dollars;  filing]   annual   report,
twenty-five    dollars;   [(13)]    (12)    filing
application of foreign corporation for certificate
of authority to  conduct affairs in this state and
issuing certificate of  authority, twenty dollars;
[(14)]   (13)  filing   application   of   foreign
corporation for amended  certificate  of authority
to  conduct affairs  in  this  state  and  issuing
amended certificate of  authority, twenty dollars;
[(15)] (14) filing  application  for withdrawal of
foreign  corporation and  issuing  certificate  of
withdrawal, twenty dollars;  [(16)  filing  notice
that  a  director  or  directors,  or  officer  or
officers, or both,  have  ceased  to be in office,
ten dollars; (17) filing notice that a director or
directors, or officer  or  officers, or both, have
been elected or  appointed, ten dollars; and (18)]
(15)   filing   certificate    of   reinstatement,
including   appointment   of   registered   agent,
fifty-five dollars; AND  (16)  FILING  A CORRECTED
ANNUAL REPORT, TWENTY-FIVE DOLLARS.
    (b) The Secretary  of  the  State shall charge
and collect the  following  miscellaneous  charges
and remit them to the Treasurer for the use of the
state: (1) At  the  time of any service of process
on the Secretary  of the State as registered agent
of a corporation, which amount may be recovered as
taxable costs by  the  party to the suit or action
causing such service  to  be  made  if  such party
prevails in the  suit  or action, the plaintiff in
the  process  so   served  shall  pay  twenty-five
dollars; (2) for  preparing  and furnishing a copy
of any document,  instrument  or  paper  filed  or
recorded relating to  a  corporation: (A) For each
copy of each  such  document thereof regardless of
the  number of  pages,  twenty  dollars;  (B)  for
affixing the official  seal thereto, five dollars;
[(3) [for preparing and furnishing his certificate
of good standing,  twenty  dollars;  (4)]  (3) for
preparing and furnishing  his certificate of [good
standing]   EXISTENCE  OR   AUTHORIZATION,   which
certificate may reflect  any  and  all  changes of
corporate name and  the  date  or  dates of filing
thereof, forty dollars;  [(5)]  (4)  for preparing
and furnishing his  certificate of [good standing]
EXISTENCE OR AUTHORIZATION reflecting certificates
affecting fundamental changes  to a certificate of
incorporation and the  date  or  dates  of  filing
thereof, sixty dollars;  and  [(6)]  (5) for other
services for which  fees  are  not provided by the
general statutes, the  Secretary  of the State may
charge such fees  as  will, in his judgment, cover
the cost of the services provided.
    (c) The tax  imposed  under  chapter 219 shall
not be imposed  upon  any  transaction for which a
fee  is  charged  under  the  provisions  of  this
section.
    Sec. 45. Subsection  (b) of section 33-1026 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b) The certificate  of  incorporation may set
forth:  (1)  The   names   and  addresses  of  the
individuals  who  are  to  serve  as  the  initial
directors; (2) provisions  not  inconsistent  with
law regarding: (A)  Managing  and  regulating  the
affairs  of  the  corporation;  or  (B)  defining,
limiting  and  regulating   the   powers   of  the
corporation, its board of directors and members or
any class of members; (3) any provision that under
sections  33-1000  to   33-1290,   inclusive,   is
required or permitted  to  be  set  forth  in  the
bylaws;  [and]  (4)   a   provision  limiting  the
personal   liability  of   a   director   to   the
corporation or its  members  for  monetary damages
for breach of duty as a director to an amount that
is not less  than the compensation received by the
director for serving  the  corporation  during the
year of the  violation  if such breach did not (A)
involve a knowing and culpable violation of law by
the  director,  (B)  enable  the  director  or  an
associate,  as  defined   in  section  33-840,  to
receive an improper  personal  economic  gain, (C)
show  a  lack   of  good  faith  and  a  conscious
disregard for the  duty  of  the  director  to the
corporation  under  circumstances   in  which  the
director was aware  that  his  conduct or omission
created an unjustifiable risk of serious injury to
the corporation, or (D) constitute a sustained and
unexcused pattern of  inattention that amounted to
an  abdication  of  the  director's  duty  to  the
corporation,  PROVIDED  NO  SUCH  PROVISION  SHALL
LIMIT OR PRECLUDE  THE LIABILITY OF A DIRECTOR FOR
ANY  ACT  OR   OMISSION  OCCURRING  PRIOR  TO  THE
EFFECTIVE  DATE  OF  SUCH  PROVISION;  AND  (5)  A
PROVISION   PERMITTING   OR    MAKING   OBLIGATORY
INDEMNIFICATION OF A  DIRECTOR  FOR  LIABILITY, AS
DEFINED IN SUBDIVISION  (5) OF SECTION 33-1116, AS
AMENDED BY SECTION  54  OF THIS ACT, TO ANY PERSON
FOR ANY ACTION  TAKEN,  OR ANY FAILURE TO TAKE ANY
ACTION, AS A  DIRECTOR,  EXCEPT LIABILITY THAT (A)
INVOLVED A KNOWING  AND  CULPABLE VIOLATION OF LAW
BY THE DIRECTOR,  (B)  ENABLED  THE DIRECTOR OR AN
ASSOCIATE,  AS  DEFINED   IN  SECTION  33-840,  TO
RECEIVE AN IMPROPER  PERSONAL  GAIN,  (C) SHOWED A
LACK OF GOOD  FAITH  AND A CONSCIOUS DISREGARD FOR
THE DUTY OF  THE DIRECTOR TO THE CORPORATION UNDER
CIRCUMSTANCES IN WHICH THE DIRECTOR WAS AWARE THAT
HIS CONDUCT OR  OMISSION  CREATED AN UNJUSTIFIABLE
RISK OF SERIOUS  INJURY TO THE CORPORATION, OR (D)
CONSTITUTED A SUSTAINED  AND  UNEXCUSED PATTERN OF
INATTENTION THAT AMOUNTED  TO AN ABDICATION OF THE
DIRECTOR'S DUTY TO  THE  CORPORATION,  PROVIDED NO
SUCH PROVISION SHALL AFFECT THE INDEMNIFICATION OF
OR ADVANCE OF  EXPENSES  TO  A  DIRECTOR  FOR  ANY
LIABILITY   STEMMING  FROM   ACTS   OR   OMISSIONS
OCCURRING PRIOR TO  THE  EFFECTIVE  DATE  OF  SUCH
PROVISION.
    Sec.  46.  Section   33-1035  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) A corporation may be formed under sections
33-1000 to 33-1290,  inclusive, AS AMENDED BY THIS
ACT,  for  the  conduct  of  any  affairs  or  the
promotion of any  purpose  which  may  be lawfully
carried on by  a corporation except that of a bank
and trust company,  savings  bank  or  savings and
loan association, provided  where,  by  any  other
section  or  sections  of  the  general  statutes,
provision  is  made   for   the   formation  of  a
designated class or  classes of corporations, such
corporations shall be formed under said section or
sections  and  not   under   sections  33-1000  to
33-1290, inclusive, AS AMENDED BY THIS ACT.
    (b) [No] EXCEPT  AS PROVIDED IN SUBSECTION (f)
OF  THIS  SECTION,  NO  corporation  formed  under
sections 33-1000 to 33-1290, inclusive, AS AMENDED
BY  THIS ACT,  shall,  or  shall  have  power  to,
transact  in  this   state   the  business  of  an
insurance  company  or   a   surety  or  indemnity
company, railroad company, telegraph company, gas,
electric light or water company, or of any company
requiring the right  to  take and condemn lands or
to occupy the public highways of this state.
    (c) Nothing in  sections  33-1000  to 33-1290,
inclusive,  AS  AMENDED  BY  THIS  ACT,  shall  be
construed to authorize  a corporation formed under
said sections to  conduct  any  affairs  except in
compliance with any  laws of this state regulating
or otherwise applying  to the same. The provisions
of  said sections  govern  all  corporations,  but
notwithstanding the provisions  of  said sections,
where by law  special  provisions  are made in the
case  of  a   designated   class   or  classes  of
corporations  governing  the  corporate  procedure
thereof in any  respect, limiting or extending the
powers  thereof,  conditioning   action  upon  the
approval of any  agency of the state, or otherwise
prescribing the conduct of such corporations, such
procedure, powers, action  and  conduct  shall  be
governed by such special provisions whether or not
such corporations are formed under said sections.
    (d) Nothing in this section shall prohibit the
formation of a  corporation under sections 33-1000
to 33-1290, inclusive, AS AMENDED BY THIS ACT, for
the conduct of any affairs or for the promotion of
any purpose in  any  other state if not prohibited
by the laws thereof.
    (e) Except as  otherwise  provided  in section
38a-153, nothing in  sections  33-1000 to 33-1290,
inclusive, AS AMENDED  BY THIS ACT, other than the
provisions of section  33-1036, shall be construed
to apply to any corporation incorporated under any
provision  of  the  special  acts,  other  than  a
savings bank, which  is  or  may  be authorized to
transact  in  this   state   the  business  of  an
insurance company.
    (f) NO CORPORATION  MAY  BE FORMED PURSUANT TO
THIS CHAPTER FOR  THE  PURPOSE  OF TRANSACTING THE
BUSINESS OF AN  INSURANCE  COMPANY  OR A SURETY OR
INDEMNITY  COMPANY UNLESS,  AT  THE  TIME  OF  THE
FILING OF ITS  CERTIFICATE OF INCORPORATION, THERE
IS  ALSO  FILED   A   CERTIFICATE  ISSUED  BY  THE
INSURANCE   COMMISSIONER,  PURSUANT   TO   SECTION
38a-41a,   AUTHORIZING  THE   FORMATION   OF   THE
CORPORATION.  NO  CORPORATION  FORMED  UNDER  THIS
CHAPTER SHALL HAVE  THE  POWER TO TRANSACT IN THIS
STATE THE BUSINESS  OF  AN  INSURANCE COMPANY OR A
SURETY OR INDEMNITY  COMPANY UNTIL IT HAS PROCURED
A  LICENSE  FROM  THE  INSURANCE  COMMISSIONER  IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 38a-41.
    Sec. 47. Subsection  (c) of section 33-1047 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) The name is registered for the applicant's
exclusive  use upon  the  effective  date  of  the
application UNTIL THE  CLOSE  OF THE CALENDAR YEAR
IN  WHICH  THE  APPLICATION  FOR  REGISTRATION  IS
FILED.
    Sec.  48.  Section   33-1050  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) Each corporation  THAT IS REQUIRED TO FILE
AN ANNUAL REPORT  AS  PROVIDED  IN SECTION 33-1243
shall continuously maintain  in  this state: (1) A
registered office that  may  be the same as any of
its places of business; and (2) a registered agent
AT SUCH REGISTERED  OFFICE,  who  may  be:  (A)  A
natural person who  is  a  resident in this state;
(B)   a   domestic    corporation    or   business
corporation;  or  (C)  a  foreign  corporation  or
foreign business corporation  which has procured a
certificate of authority  to  transact business or
conduct affairs in this state. IF A NATURAL PERSON
IS  APPOINTED  AS   THE   REGISTERED  AGENT,  SUCH
APPOINTMENT SHALL INCLUDE  SUCH  PERSON'S  WRITTEN
CONSENT  TO  THE  APPOINTMENT  AND  THE  RESIDENCE
ADDRESS OF SUCH PERSON.
    (b) In addition to persons or entities who may
act as a  registered  agent pursuant to subsection
(a) of this  section,  a  foreign  corporation may
appoint  the  Secretary   of  the  State  [or  his
successor] AND HIS  SUCCESSORS in office to act as
its registered agent.
    Sec. 49. Subsection  (a) of section 33-1051 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) A corporation  may  change  its registered
office or registered  agent  by  delivering to the
Secretary of the  State  for filing a statement of
change  that sets  forth:  (1)  The  name  of  the
corporation; (2) IF  THE CURRENT REGISTERED OFFICE
IS  TO BE  CHANGED,  the  street  address  of  its
current registered office  [;  (3)  if the current
registered  office is  to  be  changed,]  AND  the
street address of the new registered office; [(4)]
AND (3) IF  THE  CURRENT REGISTERED AGENT IS TO BE
CHANGED, the name  of its current registered agent
[; and (5)  if  the current registered agent is to
be changed,] 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.
    Sec. 50. Subsection  (a) of section 33-1053 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) A corporation's  registered  agent  is the
corporation's agent for service of process, notice
or demand required  or  permitted  by  law  to  be
served on the corporation. Service may be effected
BY ANY PROPER  OFFICER  OR  OTHER  PERSON LAWFULLY
EMPOWERED TO MAKE  SERVICE  by  leaving a true and
attested copy of  the  process,  notice  or demand
with such agent or, in the case of an agent who is
a natural person,  by  leaving  it at such agent's
usual place of abode in this state.
    Sec. 51. Subsection  (b) of section 33-1053 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b) If a  corporation has no registered agent,
or the agent  cannot  with reasonable diligence be
served,  the corporation  may  be  served  BY  ANY
PROPER OFFICER OR  OTHER PERSON LAWFULLY EMPOWERED
TO MAKE SERVICE  BY  SENDING  A  TRUE AND ATTESTED
COPY  OF  THE   PROCESS,   NOTICE   OR  DEMAND  by
registered  or  certified   mail,  return  receipt
requested,  addressed  to  the  secretary  of  the
corporation at its  principal  office.  Service is
[perfected] EFFECTIVE under this subsection at the
earliest of: (1) The date the corporation receives
the  mail;  (2)  the  date  shown  on  the  return
receipt, if signed  on  behalf of the corporation;
or (3) five  days  after its deposit in the United
States mail, as  evidenced  by  the  postmark,  if
mailed [postpaid] POSTAGE  PREPAID  and  correctly
addressed.
    Sec. 52. Subsection  (a) of section 33-1100 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) Unless the certificate of incorporation or
bylaws  require  a   greater   number   OR  UNLESS
OTHERWISE   SPECIFICALLY  PROVIDED   IN   SECTIONS
33-1116 TO 33-1124,  INCLUSIVE, AS AMENDED BY THIS
ACT, AND SECTION  63  OF  THIS  ACT, a quorum of a
board of directors  consists of: (1) A majority of
the fixed number  of  directors if the corporation
has a fixed  board  size; or (2) a majority of the
number of directors prescribed or, if no number is
prescribed,  the  number   in  office  immediately
before the meeting  begins, if the corporation has
a variable-range size board.
    Sec. 53. Subsection  (c) of section 33-1101 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) Sections 33-1095  to  33-1100,  inclusive,
[which govern meetings,  action  without meetings,
notice and waiver of notice, and quorum and voting
requirements of the  board  of  directors,  apply]
SHALL  BE  APPLICABLE   to  committees  and  their
directors. [as well.]
    Sec.  54.  Section   33-1116  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    As  used  in   sections  33-1116  to  33-1124,
inclusive,  AS  AMENDED  BY  SECTIONS  54  TO  62,
INCLUSIVE, OF THIS  ACT,  AND  SECTION  63 OF THIS
ACT:
    (1)  "Corporation" includes  any  domestic  or
foreign predecessor entity  of  a corporation in a
merger.  [or  other   transaction   in  which  the
predecessor's existence ceased  upon  consummation
of the transaction.]
    (2)   "Director"   OR   "OFFICER"   means   an
individual who is  or  was  a director OR OFFICER,
RESPECTIVELY, of a  corporation or [an individual]
who,  while a  director  OR  OFFICER  of  [a]  THE
corporation,   is   or    was   serving   at   the
corporation's  request  as  a  director,  officer,
partner, trustee, employee  or  agent  of  another
[foreign  or]  domestic  OR  FOREIGN  corporation,
partnership,   joint  venture,   trust,   employee
benefit  plan  or  other  [enterprise]  ENTITY.  A
director OR OFFICER is considered to be serving an
employee benefit plan at the corporation's request
if  his duties  to  the  corporation  also  impose
duties on, or  otherwise  involve services by, him
to the plan or to participants in or beneficiaries
of the plan.  "Director"  OR  "OFFICER"  includes,
unless the context  requires otherwise, the estate
or  personal  representative   of  a  director  OR
OFFICER.
    (3) "DISINTERESTED DIRECTOR"  MEANS A DIRECTOR
WHO  AT  THE   TIME  OF  A  VOTE  REFERRED  TO  IN
SUBSECTION (c) OF  SECTION  33-1119, AS AMENDED BY
SECTION 57 OF  THIS  ACT,  OR  A VOTE OR SELECTION
REFERRED TO IN  SUBSECTION  (b)  OR (c) OF SECTION
33-1121, AS AMENDED  BY SECTION 59 OF THIS ACT, IS
NOT (A) A  PARTY  TO  THE  PROCEEDING  OR  (B)  AN
INDIVIDUAL   HAVING   A    FAMILIAL,    FINANCIAL,
PROFESSIONAL OR EMPLOYMENT  RELATIONSHIP  WITH THE
DIRECTOR  WHOSE  INDEMNIFICATION  OR  ADVANCE  FOR
EXPENSES IS THE  SUBJECT  OF  THE  DECISION  BEING
MADE,   WHICH   RELATIONSHIP    WOULD,    IN   THE
CIRCUMSTANCES, REASONABLY BE  EXPECTED TO EXERT AN
INFLUENCE ON THE  DIRECTOR'S  JUDGMENT WHEN VOTING
ON THE DECISION BEING MADE.
    [(3)] (4) "Expenses" include counsel fees.
    [(4)] (5) "Liability"  means the obligation to
pay  a  judgment,   settlement,   penalty,   fine,
including an excise  tax  assessed with respect to
an employee benefit  plan,  or reasonable expenses
incurred with respect to a proceeding.
    [(5)] (6) "Official  capacity" means: (A) When
used with respect  to  a  director,  the office of
director in a  corporation; and (B) when used with
respect to an individual other than a director, as
contemplated in section  33-1122,  AS  AMENDED  BY
SECTION  60  OF   THIS   ACT,   the  office  in  a
corporation held by  the officer or the employment
or agency relationship  undertaken by the employee
or agent on  behalf  of the corporation. "Official
capacity" does not  include  service for any other
[foreign or] domestic  OR  FOREIGN  corporation or
any partnership, joint  venture,  trust,  employee
benefit plan or other [enterprise] ENTITY.
    [(6)]   (7)  "Party"   [includes]   MEANS   an
individual who was, is or is threatened to be made
a [named] defendant or respondent in a proceeding.
    [(7)] (8) "Proceeding"  means  any threatened,
pending or completed  action,  suit or proceeding,
whether    civil,    criminal,     administrative,
ARBITRATIVE or investigative and whether formal or
informal.
    Sec.  55.  Section   33-1117  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)   Except   as    OTHERWISE   provided   in
[subsection (d) of]  this  section,  a corporation
may indemnify an  individual [made] WHO IS a party
to a proceeding  because he is [or was] a director
against liability incurred  in  the proceeding if:
(1) (A) He  conducted  himself in good faith; [and
(2)] (B) he  reasonably  believed [(A)] (i) in the
case of conduct  in  his  official capacity, [with
the corporation,] that  his  conduct  was in [its]
THE best interests [, and (B)] OF THE CORPORATION;
AND (ii) in  all other cases, that his conduct was
at least not  opposed  to [its] THE best interests
OF THE CORPORATION;  and  [(3)] (C) in the case of
any  criminal proceeding,  he  had  no  reasonable
cause to believe  his conduct was unlawful; OR (2)
HE   ENGAGED  IN   CONDUCT   FOR   WHICH   BROADER
INDEMNIFICATION  HAS  BEEN   MADE  PERMISSIBLE  OR
OBLIGATORY UNDER A PROVISION OF THE CERTIFICATE OF
INCORPORATION AS AUTHORIZED  BY SUBDIVISION (5) OF
SUBSECTION (b) OF  SECTION  33-1026, AS AMENDED BY
SECTION 45 OF THIS ACT.
    (b) A director's  conduct  with  respect to an
employee benefit plan  for a purpose he reasonably
believed  to  be   in   the   interests   of   the
participants in and  beneficiaries  of the plan is
conduct   that  satisfies   the   requirement   of
subparagraph [(B)] (ii)  of  subdivision [(2)] (1)
of subsection (a) of this section.
    (c)  The  termination   of   a  proceeding  by
judgment, order, settlement  or conviction or upon
a plea of  nolo  contendere  or  its equivalent is
not, of itself,  determinative  that  the director
did not meet  the  RELEVANT  standard  of  conduct
described in this section.
    (d)  [A]  UNLESS  ORDERED  BY  A  COURT  UNDER
SECTION 33-1120, AS  AMENDED BY SECTION 58 OF THIS
ACT, A corporation  may  not  indemnify a director
under  this section:  (1)  In  connection  with  a
proceeding by or  in  the right of the corporation
[in which the  director was adjudged liable to the
corporation]   EXCEPT  FOR   REASONABLE   EXPENSES
INCURRED IN CONNECTION  WITH  THE PROCEEDING IF IT
IS  DETERMINED  THAT  THE  DIRECTOR  HAS  MET  THE
RELEVANT STANDARD OF  CONDUCT UNDER SUBSECTION (a)
OF THIS SECTION;  or  (2)  in  connection with any
[other]  proceeding  [charging  improper  personal
benefit to him, whether or not involving action in
his official capacity, in] WITH RESPECT TO CONDUCT
FOR which he was adjudged liable on the basis that
[personal benefit was  improperly received by him]
HE RECEIVED A  FINANCIAL  BENEFIT  TO WHICH HE WAS
NOT ENTITLED, WHETHER  OR  NOT INVOLVING ACTION IN
HIS OFFICIAL CAPACITY.
    [(e)  Indemnification  permitted   under  this
section in connection  with  a proceeding by or in
the  right  of   the  corporation  is  limited  to
reasonable expenses incurred  in  connection  with
the proceeding.]
    [(f)]  (e) Notwithstanding  any  provision  of
this section to  the contrary, a corporation which
was incorporated under  the  laws  of  this state,
whether under chapter 600 of the general statutes,
revised to January  1,  1995, or any other general
law or special  act,  prior  to  January  1, 1997,
shall, except to  the  extent that the certificate
of  incorporation  expressly  provides  otherwise,
[provide its directors  with  the  full  amount of
indemnification  that]  INDEMNIFY  UNDER  SECTIONS
33-1116 TO 33-1124,  INCLUSIVE, AS AMENDED BY THIS
ACT,  AND  SECTION   63   OF   THIS   ACT,  EXCEPT
SUBDIVISION (2) OF SUBSECTION (a) OF THIS SECTION,
A DIRECTOR TO  THE  SAME EXTENT the corporation is
permitted to provide  [to such directors] THE SAME
TO  A DIRECTOR  pursuant  to  SUBDIVISION  (1)  OF
SUBSECTION (a) AND SUBSECTIONS (b), (c) AND (d) OF
this  section as  limited  by  the  provisions  of
section 33-1121, AS  AMENDED BY SECTION 59 OF THIS
ACT.
    [(g)] (f) Notwithstanding  any other provision
of this section, a corporation which is a "private
foundation"  as defined  in  Section  509  of  the
Internal Revenue Code  of  1986, or any subsequent
corresponding internal revenue  code of the United
States, as from  time  to time amended, shall not,
during the period it is such a private foundation,
indemnify any person  if  such  indemnity  or  its
carrying out will  constitute  a  violation of any
provision of section  33-281b or any substantially
like  provision which  may  be  contained  in  the
certificate of incorporation.
    Sec.  56.  Section   33-1118  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    [Unless   limited  by   its   certificate   of
incorporation, a] A  corporation shall indemnify a
director who was  wholly successful, on the merits
or otherwise, in  the defense of any proceeding to
which he was  a  party  because  he  [is or] was a
director  of the  corporation  against  reasonable
expenses incurred by  him  in  connection with the
proceeding.
    Sec.  57.  Section   33-1119  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)   A   corporation    may,   BEFORE   FINAL
DISPOSITION OF A  PROCEEDING, ADVANCE FUNDS TO pay
for or reimburse  the reasonable expenses incurred
by a director  who  is a party to a proceeding [in
advance of final disposition of the proceeding if:
(1)  The  director  furnishes  the  corporation  a
written affirmation of  his good faith belief that
he has met  the  standard  of conduct described in
section 33-1117; (2)  the  director  furnishes the
corporation   a  written   undertaking,   executed
personally or on  his behalf, to repay the advance
if it is  ultimately  determined  that  he did not
meet  the  standard   of   conduct;   and   (3)  a
determination is made that the facts then known to
those making the  determination would not preclude
indemnification under sections 33-1116 to 33-1124,
inclusive] BECAUSE HE IS A DIRECTOR IF HE DELIVERS
TO THE CORPORATION:  (1)  A WRITTEN AFFIRMATION OF
HIS GOOD FAITH BELIEF THAT HE HAS MET THE RELEVANT
STANDARD OF CONDUCT  DESCRIBED IN SECTION 33-1117,
AS AMENDED BY  SECTION 55 OF THIS ACT, OR THAT THE
PROCEEDING INVOLVES CONDUCT  FOR  WHICH  LIABILITY
HAS  BEEN ELIMINATED  UNDER  A  PROVISION  OF  THE
CERTIFICATE  OF  INCORPORATION  AS  AUTHORIZED  BY
SUBDIVISION  (4)  OF  SUBSECTION  (b)  OF  SECTION
33-1026, AS AMENDED BY SECTION 45 OF THIS ACT; AND
(2) HIS WRITTEN  UNDERTAKING  TO  REPAY  ANY FUNDS
ADVANCED  IF  HE  IS  NOT  ENTITLED  TO  MANDATORY
INDEMNIFICATION UNDER SECTION  33-1118, AS AMENDED
BY SECTION 56  OF  THIS  ACT, AND IT IS ULTIMATELY
DETERMINED UNDER SECTION  33-1120,  AS  AMENDED BY
SECTION 58 OF  THIS  ACT,  OR  SECTION 33-1121, AS
AMENDED BY SECTION 59 OF THIS ACT, THAT HE HAS NOT
MET THE RELEVANT  STANDARD OF CONDUCT DESCRIBED IN
SECTION 33-1117, AS  AMENDED BY SECTION 55 OF THIS
ACT.
    (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)  [Determinations  and   authorizations  of
payments under this  section  shall be made in the
manner    specified    in     section     33-1121]
AUTHORIZATIONS UNDER THIS  SECTION  SHALL BE MADE:
(1) BY THE  BOARD  OF  DIRECTORS: (A) IF THERE ARE
TWO OR MORE DISINTERESTED DIRECTORS, BY A MAJORITY
VOTE  OF  ALL   THE   DISINTERESTED  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 DISINTERESTED DIRECTORS
APPOINTED BY SUCH  A  VOTE;  OR  (B)  IF THERE ARE
FEWER THAN TWO  DISINTERESTED  DIRECTORS,  BY  THE
VOTE  NECESSARY  FOR   ACTION   BY  THE  BOARD  IN
ACCORDANCE WITH SECTION  33-1100,  AS  AMENDED  BY
SECTION 52 OF  THIS  ACT,  IN  WHICH AUTHORIZATION
DIRECTORS  WHO DO  NOT  QUALIFY  AS  DISINTERESTED
DIRECTORS MAY PARTICIPATE;  OR (2) BY THE MEMBERS,
BUT A MEMBER  WHO  IS  ALSO  A DIRECTOR WHO AT THE
TIME DOES NOT  QUALIFY AS A DISINTERESTED DIRECTOR
MAY NOT VOTE ON THE AUTHORIZATION.
    Sec.  58.  Section   33-1120  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  [Unless a  corporation's  certificate  of
incorporation provides otherwise,  a  director  of
the corporation] A  DIRECTOR  who  is a party to a
proceeding BECAUSE HE  IS A DIRECTOR may apply for
indemnification OR AN  ADVANCE FOR EXPENSES to the
court  conducting the  proceeding  or  to  another
court  of  competent   jurisdiction.   [On]  AFTER
receipt of an  application [, the court] AND after
giving  any  notice   [the   court]  IT  considers
necessary,  [may  order   indemnification   if  it
determines:  (1)  The   director  is  entitled  to
indemnification under section  33-1118,  in  which
case the court shall also order the corporation to
pay the director's reasonable expenses incurred to
obtain court-ordered indemnification;  or  (2) the
director  is fairly  and  reasonably  entitled  to
indemnification  in  view   of  all  the  relevant
circumstances, whether or  not he met the standard
of conduct set  forth  in  section  33-1117 or was
adjudged liable as  described in subsection (d) of
said section, but if he was adjudged so liable his
indemnification is limited  to reasonable expenses
incurred]    THE   COURT    SHALL:    (1)    ORDER
INDEMNIFICATION IF IT DETERMINES THAT THE DIRECTOR
IS  ENTITLED TO  MANDATORY  INDEMNIFICATION  UNDER
SECTION 33-1118, AS  AMENDED BY SECTION 56 OF THIS
ACT;  (2) ORDER  INDEMNIFICATION  OR  ADVANCE  FOR
EXPENSES IF THE COURT DETERMINES THAT THE DIRECTOR
IS  ENTITLED TO  INDEMNIFICATION  OR  ADVANCE  FOR
EXPENSES PURSUANT TO  A  PROVISION  AUTHORIZED  BY
SUBSECTION (a) OF  SECTION  33-1124, AS AMENDED BY
SECTION   62   OF   THIS   ACT;   OR   (3)   ORDER
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES  IF  THE
COURT DETERMINES, IN  VIEW  OF  ALL  THE  RELEVANT
CIRCUMSTANCES, THAT IT  IS FAIR AND REASONABLE (A)
TO  INDEMNIFY  THE  DIRECTOR  OR  (B)  TO  ADVANCE
EXPENSES TO THE  DIRECTOR,  EVEN IF HE HAS NOT MET
THE RELEVANT STANDARD  OF  CONDUCT  SET  FORTH  IN
SUBSECTION (a) OF  SECTION  33-1117, AS AMENDED BY
SECTION 55 OF  THIS  ACT,  FAILED  TO  COMPLY WITH
SECTION 33-1119, AS  AMENDED BY SECTION 57 OF THIS
ACT,  OR  WAS  ADJUDGED  LIABLE  IN  A  PROCEEDING
REFERRED  TO  IN   SUBDIVISION   (1)   OR  (2)  OF
SUBSECTION (d) OF  SECTION  33-1117, AS AMENDED BY
SECTION  55  OF  THIS  ACT,  PROVIDED  IF  HE  WAS
ADJUDGED SO LIABLE  HIS  INDEMNIFICATION  SHALL BE
LIMITED  TO  REASONABLE   EXPENSES   INCURRED   IN
CONNECTION WITH THE PROCEEDING.
    (b) IF THE  COURT DETERMINES THAT THE DIRECTOR
IS ENTITLED TO  INDEMNIFICATION  UNDER SUBDIVISION
(1)  OF SUBSECTION  (a)  OF  THIS  SECTION  OR  TO
INDEMNIFICATION  OR  ADVANCE  FOR  EXPENSES  UNDER
SUBDIVISION (2) OF SUBSECTION (a) OF THIS SECTION,
IT SHALL ALSO  ORDER  THE  CORPORATION  TO PAY THE
DIRECTOR'S   REASONABLE   EXPENSES   INCURRED   IN
CONNECTION     WITH    OBTAINING     COURT-ORDERED
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES.  IF THE
COURT DETERMINES THAT  THE DIRECTOR IS ENTITLED TO
INDEMNIFICATION  OR  ADVANCE  FOR  EXPENSES  UNDER
SUBDIVISION (3) OF SUBSECTION (a) OF THIS SECTION,
IT MAY ALSO  ORDER  THE  CORPORATION  TO  PAY  THE
DIRECTOR'S   REASONABLE   EXPENSES    TO    OBTAIN
COURT-ORDERED  INDEMNIFICATION  OR   ADVANCE   FOR
EXPENSES.
    Sec.  59.  Section   33-1121  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a) A corporation may not indemnify a director
under section 33-1117, AS AMENDED BY SECTION 55 OF
THIS ACT, unless authorized [in the specific case]
FOR A SPECIFIC  PROCEEDING  after  a determination
has been made that indemnification of the director
is permissible [in  the  circumstances] because he
has met the RELEVANT standard of conduct set forth
in said section.
    (b) The determination shall be made:
    [(1) By the  board  of  directors  by majority
vote of a  quorum  consisting  of directors not at
the time parties to the proceeding;
    (2)  If a  quorum  cannot  be  obtained  under
subdivision (1) of  this  subsection,  by majority
vote of a  committee  duly designated by the board
of directors, in  which  designation directors who
are parties may  participate, consisting solely of
two or more  directors  not at the time parties to
the proceeding;]
    (1) IF THERE  ARE  TWO  OR  MORE DISINTERESTED
DIRECTORS, BY THE BOARD OF DIRECTORS BY A MAJORITY
VOTE  OF  ALL   THE   DISINTERESTED  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 DISINTERESTED DIRECTORS
APPOINTED BY SUCH A VOTE;
    [(3)]  (2)  By   special   legal  counsel  (A)
selected  [by  the   board  of  directors  or  its
committee] in the manner prescribed in subdivision
(1) [or (2)]  of  this  subsection,  or  (B) if [a
quorum  of  the   board  of  directors  cannot  be
obtained under subdivision  (1) of this subsection
and  a  committee   cannot   be  designated  under
subsection (2) of  this  subsection,  selected  by
majority  vote  of]   THERE  ARE  FEWER  THAN  TWO
DISINTERESTED DIRECTORS, SELECTED  BY  the  [full]
board of directors,  in  which selection directors
who [are parties]  DO NOT QUALIFY AS DISINTERESTED
DIRECTORS may participate; or
    [(4)] (3) By  the  members entitled to vote to
elect directors, but  any  such  [members  who are
also directors] MEMBER  WHO IS ALSO A DIRECTOR who
[are] at the time [parties to the proceeding] DOES
NOT QUALIFY AS  A  DISINTERESTED  DIRECTOR may not
vote on the determination.
    (c)  Authorization  of   indemnification  [and
evaluation as to reasonableness of expenses] shall
be made in  the  same  manner as the determination
that indemnification is  permissible,  except that
if [the determination  is  made  by  special legal
counsel] THERE ARE  FEWER  THAN  TWO DISINTERESTED
DIRECTORS, authorization of  indemnification  [and
evaluation as to reasonableness of expenses] shall
be made by  those  entitled under SUBPARAGRAPH (B)
OF subdivision [(3)] (2) of subsection (b) of this
section to select SPECIAL LEGAL counsel.
    Sec.  60.  Section   33-1122  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    [Unless   a   corporation's   certificate   of
incorporation provides otherwise:
    (1)  An officer  who  is  not  a  director  is
entitled   to  mandatory   indemnification   under
section 33-1118, and  is  entitled  to  apply  for
court-ordered   indemnification   under    section
33-1120, in each  case  to  the  same  extent as a
director;
    (2) The corporation  may indemnify and advance
expenses  under  sections   33-1117   to  33-1124,
inclusive, and 33-1127  to an officer, employee or
agent of the  corporation who is not a director to
the same extent as to a director;
    (3) Notwithstanding subdivision  (4)  of  this
section,  a corporation  may  also  indemnify  and
advance expenses to  an officer, employee or agent
who is not  a  director  to the extent, consistent
with  public  policy,  that  may  be  provided  by
contract, its certificate of incorporation, bylaws
or general or  specific  action  of  its  board of
directors,  each of  which  may  delegate  to  its
general  counsel or  other  specified  officer  or
officers   the   ability    to    authorize   such
indemnification   and   the    responsibility   to
determine   whether   any   conditions   to   such
indemnification or advance  of  expenses have been
established; and]
    (a) A CORPORATION  MAY  INDEMNIFY  AND ADVANCE
EXPENSES  UNDER  SECTIONS   33-1116   TO  33-1124,
INCLUSIVE,  AS  AMENDED  BY  SECTIONS  54  TO  62,
INCLUSIVE, OF THIS  ACT,  AND  SECTION  63 OF THIS
ACT, TO AN  OFFICER,  EMPLOYEE  OR  AGENT  OF  THE
CORPORATION WHO IS A PARTY TO A PROCEEDING BECAUSE
HE  IS  AN  OFFICER,  EMPLOYEE  OR  AGENT  OF  THE
CORPORATION (1) TO  THE SAME EXTENT AS A DIRECTOR,
AND (2) IF HE IS AN OFFICER, EMPLOYEE OR AGENT BUT
NOT A DIRECTOR, TO SUCH FURTHER EXTENT, CONSISTENT
WITH  PUBLIC  POLICY,   AS   MAY  BE  PROVIDED  BY
CONTRACT, THE CERTIFICATE  OF  INCORPORATION,  THE
BYLAWS OR A  RESOLUTION OF THE BOARD OF DIRECTORS.
A CORPORATION MAY  DELEGATE TO ITS GENERAL COUNSEL
OR OTHER SPECIFIED OFFICER OR OFFICERS THE ABILITY
UNDER   THIS   SUBSECTION    TO   DETERMINE   THAT
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES  TO SUCH
OFFICER, EMPLOYEE OR  AGENT IS PERMISSIBLE AND THE
ABILITY    TO   AUTHORIZE    PAYMENT    OF    SUCH
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES. NOTHING
IN THIS SUBDIVISION  SHALL IN ANY WAY LIMIT EITHER
THE ABILITY OR  THE OBLIGATION OF A CORPORATION TO
INDEMNIFY  AND  ADVANCE   EXPENSES   UNDER   OTHER
APPLICABLE LAW TO  ANY  OFFICER, EMPLOYEE OR AGENT
WHO IS NOT A DIRECTOR.
    (b)  THE  PROVISIONS  OF  SUBDIVISION  (2)  OF
SUBSECTION (a) OF  THIS  SECTION SHALL APPLY TO AN
OFFICER, EMPLOYEE OR  AGENT WHO IS ALSO A DIRECTOR
IF THE BASIS  ON  WHICH  HE IS MADE A PARTY TO THE
PROCEEDING IS AN  ACT  OR  OMISSION  SOLELY  AS AN
OFFICER, EMPLOYEE OR AGENT.
    (c)  AN  OFFICER,   EMPLOYEE  OR  AGENT  OF  A
CORPORATION WHO IS  NOT  A DIRECTOR IS ENTITLED TO
MANDATORY INDEMNIFICATION UNDER  SECTION  33-1118,
AS AMENDED BY  SECTION  56  OF  THIS  ACT, AND MAY
APPLY TO A COURT UNDER SECTION 33-1120, AS AMENDED
BY SECTION 58  OF THIS ACT, FOR INDEMNIFICATION OR
ADVANCE FOR EXPENSES,  IN  EACH  CASE  TO THE SAME
EXTENT TO WHICH  A  DIRECTOR  MAY  BE  ENTITLED TO
INDEMNIFICATION OR ADVANCE FOR EXPENSES UNDER SAID
SECTIONS.
    [(4)] (d) A corporation which was incorporated
under  the  laws  of  this  state,  whether  under
chapter 600 of  the  general  statutes, revised to
January 1, 1995,  or  any  other  general  law  or
special act, prior  to  January  1,  1997,  shall,
except  to the  extent  that  the  certificate  of
incorporation   expressly   provides    otherwise,
indemnify [and advance  expenses]  under  sections
33-1116  to  33-1124,  inclusive,  AS  AMENDED  BY
SECTIONS 54 TO  62,  INCLUSIVE,  OF  THIS ACT, AND
SECTION 63 OF  THIS ACT, EXCEPT SUBDIVISION (2) OF
SUBSECTION (a) OF  SECTION  33-1117, AS AMENDED BY
SECTION  55  OF   THIS  ACT,  [to]  each  officer,
employee or agent  of the corporation who is not a
director to the  same extent as the corporation is
permitted  to  provide  the  same  to  a  director
pursuant to SUBDIVISION  (1) OF SUBSECTION (a) AND
SUBSECTIONS (b), (c)  AND  (d) OF section 33-1117,
AS AMENDED BY  SECTION  55 OF THIS ACT, as limited
by section 33-1121,  AS  AMENDED  BY SECTION 59 OF
THIS ACT, and  for  this purpose the determination
required by section 33-1121, AS AMENDED BY SECTION
59 OF THIS  ACT,  may  in  addition be made by the
general counsel of  the corporation, or such other
or additional officer  or officers as the board of
directors may specify.
    Sec.  61.  Section   33-1123  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    A  corporation  may   purchase   and  maintain
insurance on behalf  of  an  individual who is [or
was] a director, officer, employee or agent of the
corporation, or who,  while  a  director, officer,
employee or agent  of  the corporation, [is or was
serving]   SERVES   at   the   [request   of   the
corporation] CORPORATION'S REQUEST  as a director,
officer, partner, trustee,  employee  or  agent of
another   [foreign   or]   domestic   OR   FOREIGN
corporation,  partnership, joint  venture,  trust,
employee  benefit  plan   or   other  [enterprise]
ENTITY,  against  liability  asserted  against  or
incurred by him  in  that capacity or arising from
his status as  a  director,  officer,  employee or
agent, whether or  not  the corporation would have
power to indemnify  OR  ADVANCE  EXPENSES  TO  him
against the same  liability under [section 33-1117
or   33-1118]   SECTIONS   33-1116   TO   33-1124,
INCLUSIVE,  AS  AMENDED  BY  SECTIONS  54  TO  62,
INCLUSIVE, OF THIS  ACT,  AND  SECTION  63 OF THIS
ACT.
    Sec.  62.  Section   33-1124  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  [A  provision  treating  a  corporation's
indemnification  of or  advance  for  expenses  to
directors that is  contained in its certificate of
incorporation, bylaws, a resolution of its members
or  board  of  directors,  or  in  a  contract  or
otherwise, is valid  only if and to the extent the
provision is consistent  with  sections 33-1116 to
33-1124,   inclusive.  If   the   certificate   of
incorporation  limits indemnification  or  advance
for  expenses,  indemnification  and  advance  for
expenses are valid  only  to the extent consistent
with the certificate.]  A  CORPORATION  MAY,  BY A
PROVISION IN ITS  CERTIFICATE  OF INCORPORATION OR
BYLAWS OR IN  A  RESOLUTION  ADOPTED OR A CONTRACT
APPROVED BY ITS  BOARD  OF  DIRECTORS  OR MEMBERS,
OBLIGATE ITSELF IN  ADVANCE OF THE ACT OR OMISSION
GIVING   RISE   TO   A   PROCEEDING   TO   PROVIDE
INDEMNIFICATION   IN   ACCORDANCE   WITH   SECTION
33-1117, AS AMENDED  BY SECTION 55 OF THIS ACT, OR
ADVANCE FUNDS TO  PAY FOR OR REIMBURSE EXPENSES IN
ACCORDANCE WITH SECTION  33-1119,  AS  AMENDED  BY
SECTION 57 OF  THIS  ACT.  ANY SUCH PROVISION THAT
OBLIGATES    THE    CORPORATION     TO     PROVIDE
INDEMNIFICATION TO THE FULLEST EXTENT PERMITTED BY
LAW SHALL BE DEEMED TO OBLIGATE THE CORPORATION TO
ADVANCE FUNDS TO  PAY FOR OR REIMBURSE EXPENSES IN
ACCORDANCE WITH SECTION  33-1119,  AS  AMENDED  BY
SECTION 57 OF  THIS  ACT,  TO  THE  FULLEST EXTENT
PERMITTED   BY   LAW,    UNLESS    THE   PROVISION
SPECIFICALLY PROVIDES OTHERWISE.
    (b) ANY PROVISION  PURSUANT  TO SUBSECTION (a)
OF THIS SECTION SHALL NOT OBLIGATE THE CORPORATION
TO INDEMNIFY OR  ADVANCE EXPENSES TO A DIRECTOR OF
A PREDECESSOR OF  THE  CORPORATION,  PERTAINING TO
CONDUCT WITH RESPECT  TO  THE  PREDECESSOR, UNLESS
OTHERWISE SPECIFICALLY PROVIDED. ANY PROVISION FOR
INDEMNIFICATION OR ADVANCE  FOR  EXPENSES  IN  THE
CERTIFICATE  OF INCORPORATION,  THE  BYLAWS  OR  A
RESOLUTION OF THE BOARD OF DIRECTORS OR MEMBERS OF
A PREDECESSOR OF THE CORPORATION IN A MERGER OR IN
A CONTRACT TO  WHICH  THE  PREDECESSOR IS A PARTY,
EXISTING AT THE  TIME  THE  MERGER  TAKES  EFFECT,
SHALL BE GOVERNED  BY  SUBDIVISION  (3) OF SECTION
33-1158.
    (c) A CORPORATION  MAY,  BY A PROVISION IN ITS
CERTIFICATE OF INCORPORATION,  LIMIT  ANY  OF  THE
RIGHTS TO INDEMNIFICATION  OR ADVANCE FOR EXPENSES
CREATED BY OR  PURSUANT  TO  SECTIONS  33-1116  TO
33-1124, INCLUSIVE, AS  AMENDED  BY SECTIONS 54 TO
62, INCLUSIVE, OF THIS ACT, AND SECTION 63 OF THIS
ACT.
    [(b)]  (d)  Sections   33-1116   to   33-1124,
inclusive,  AS  AMENDED  BY  SECTIONS  54  TO  62,
INCLUSIVE, OF THIS  ACT,  AND  SECTION  63 OF THIS
ACT, do not  limit a corporation's power to pay or
reimburse  expenses  incurred  by  a  director  in
connection with his  appearance  as a witness in a
proceeding at a  time when he [has not been made a
named defendant or  respondent  to the proceeding]
IS NOT A PARTY.
    Sec.  63.  (NEW)  A  corporation  may  provide
indemnification  of  or   advance  expenses  to  a
director,  officer,  employee  or  agent  only  as
permitted   by  sections   33-1116   to   33-1124,
inclusive, of the  general statutes, as amended by
sections 54 to 62, inclusive, of this act.
    Sec. 64. Subsection  (b) of section 33-1130 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b)  For purposes  of  this  section,  members
entitled to vote  with  respect  to  a  director's
conflicting interest transaction means any members
entitled to vote  except  members entitled to vote
[that] WHO, to  the knowledge, before the vote, of
the secretary or  other  officer  or  agent of the
corporation authorized to  tabulate votes, are (1)
directors   WHO  HAVE   A   CONFLICTING   INTEREST
RESPECTING THE TRANSACTION,  or  (2) controlled by
directors  [,] who  have  a  conflicting  interest
respecting the transaction  or by a related person
[or the] OF ANY SUCH director, or both.
    Sec. 65. Subsection  (d) of section 33-1145 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (d) A corporation restating its certificate of
incorporation shall deliver  to  the  Secretary of
the State for  filing a certificate of restatement
setting forth the  name of the corporation and the
text of the  restated certificate of incorporation
together with a  [certificate]  STATEMENT  setting
forth: (1) Whether  the  restatement  contains  an
amendment  to  the  certificate  of  incorporation
requiring member approval  and,  if  it  does not,
that the board  of directors, or the incorporators
before the corporation  has directors, adopted the
restatement; or (2) if the restatement contains an
amendment  to  the  certificate  OF  INCORPORATION
requiring   member   approval,   the   information
required by section 33-1144.
    Sec. 66. Subsection  (f) of section 33-1145 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (f) The Secretary  of  the State may certify a
restated  certificate  of  incorporation,  as  the
certificate of incorporation  currently in effect,
without  including  the   [certificate]  STATEMENT
information required by  subsection  (d)  of  this
section.
    Sec. 67. Subsection  (a) of section 33-1156 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) After adopting a plan of merger, the board
of directors of  each  corporation  party  to  the
merger shall submit  the plan of merger, except as
provided in subsection  [(f)] (h) of this section,
for approval by  those members who are entitled to
vote on such plan, if any.
    Sec. 68. Subsection  (b) of section 33-1159 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b)  Upon  the   merger   taking  effect,  the
surviving  foreign  corporation  of  a  merger  is
deemed to appoint  the  Secretary of the State AND
HIS SUCCESSORS IN  OFFICE as its agent for service
of  process  in   a   proceeding  to  enforce  any
obligation  or  the  rights  of  members  of  each
domestic corporation party to the merger.
    Sec.  69.  Section   33-1172  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  At  any   time   after   dissolution   is
authorized,  the  corporation   may   dissolve  by
delivering  to the  Secretary  of  the  State  for
filing a certificate of dissolution setting forth:
(1) The name  of  the  corporation;  (2)  the date
dissolution was authorized; (3) if dissolution was
approved  by members:  (A)  The  number  of  votes
entitled to be  cast  on the proposal to dissolve;
and (B) either  the total number of votes cast for
and against dissolution  or  the  total  number of
undisputed  votes  cast   for  dissolution  and  a
statement that the number cast for dissolution was
sufficient for approval;  (4)  IF  DISSOLUTION WAS
AUTHORIZED BY THE  BOARD OF DIRECTORS, A STATEMENT
SETTING FORTH (A)  THAT  THE  CORPORATION  HAS  NO
MEMBERS, OR NO  MEMBERS  ENTITLED  TO  VOTE ON THE
DISSOLUTION, (B) THAT THE DISSOLUTION WAS APPROVED
BY RESOLUTION ADOPTED  BY THE VOTE OF THE BOARD OF
DIRECTORS AND (C) THE NUMBER OF DIRECTORS REQUIRED
TO TAKE SUCH  ACTION  AND THE NUMBER OF VOTES CAST
FOR THE RESOLUTION.
    (b)  If  voting  by  classes  of  members  was
required, the information  required by subdivision
(3) of subsection  (a)  of  this  section  must be
separately  provided for  each  class  of  members
entitled  to  vote  separately  on  the  [plan  to
dissolve] PROPOSAL FOR DISSOLUTION.
    [(c) If the  corporation  has  no  members, or
only members not entitled to vote, the information
required by subdivision  (3)  of subsection (a) of
this section must  also  include  a statement that
the corporation has  no  members,  or only members
not entitled to  vote,  that  the  dissolution was
approved by resolution  adopted  by  vote  of  the
board of directors,  and a statement of the number
of directors required  to take such action and the
number of votes for the resolution.]
    [(d)] (c) A  corporation is dissolved upon the
effective date of its certificate of dissolution.
    Sec. 70. Subsection  (c) of section 33-1173 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) After the  revocation  of  dissolution  is
authorized,  the  corporation   may   revoke   the
dissolution by delivering  to the Secretary of the
State for filing  a  certificate  of revocation of
dissolution  [,  together   with  a  copy  of  its
certificate of dissolution,]  that sets forth: (1)
The name of  the  corporation;  (2)  the effective
date of the  dissolution that was revoked; (3) the
date  that  the   revocation  of  dissolution  was
authorized;  (4) if  the  corporation's  board  of
directors,   or   incorporators,    revoked    the
dissolution, a statement  to  that  effect; (5) if
the corporation's board  of  directors  revoked  a
dissolution  authorized by  members,  a  statement
that revocation was  permitted  by  action  of the
board  of  directors   alone   pursuant   to  that
authorization;  [and] (6)  if  member  action  was
required   to   revoke    the   dissolution,   the
information  required  by   subdivision   (3)   of
subsection  (a)  or   subsection  (b)  of  section
33-1172, AS AMENDED BY SECTION 69 OF THIS ACT; AND
(7)  IF  THE   NAME   OF   THE  CORPORATION  WHOSE
DISSOLUTION  IS  TO   BE   REVOKED  IS  NO  LONGER
AVAILABLE, BE ACCOMPANIED  BY  AN AMENDMENT OF THE
CERTIFICATE OF INCORPORATION  WHICH  IDENTIFIES AN
AVAILABLE NAME.
    Sec. 71. Subsection  (a) of section 33-1183 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) A corporation  administratively  dissolved
[under section 33-1181] may apply to the Secretary
of the State for reinstatement after the effective
date of dissolution.  The  application  must:  (1)
Recite the name  of  the  corporation;  [(2) state
that the ground  or grounds for dissolution either
did not exist or have been eliminated; (3)] (2) if
the name of the corporation to be reinstated is no
longer available, be accompanied simultaneously by
an amendment of  the  certificate of incorporation
which identifies an  available name; and [(4)] (3)
be accompanied by:  (A)  Payment  of all penalties
and forfeitures incurred  by the corporation and a
reinstatement fee; (B)  an  annual  report for the
current  year;  (C)  an  up-to-date  statement  or
statements  from  the   Commissioner   of  Revenue
Services and the administrator of the unemployment
compensation  law  acting   in   their  respective
capacities,  showing,  to   the   best   of  their
knowledge and belief,  as  of  the  date  of  such
respective    statements,   either    that    such
corporation   has   paid   all   its   taxes   and
contributions or that  it  was  not liable for any
taxes  or  contributions,  or  that  it  has  made
adequate provisions, with  such surety as shall be
satisfactory  to  said   commissioner   and   said
administrator, for the  future  payment  of any of
its unpaid taxes  and  unpaid  contributions as of
the date of  such  respective statements provided,
if said commissioner or administrator, as the case
may be, does  not issue such statement within five
weeks of the  request therefor, the filing of such
statement  shall  not   be   required  under  this
subparagraph;  and  (D)   an   appointment   of  a
registered agent.
    Sec. 72. Subsection  (d) of section 33-1203 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (d)  Reincorporation  shall   take  effect  as
provided in section  [33-1004]  33-1006.  Upon the
effectiveness   of   such   reincorporation,   the
corporation  shall  cease   to   be   a  specially
chartered   corporation,   shall    continue   its
corporate  existence  under  sections  33-1000  to
33-1290, inclusive, AS  AMENDED  BY  THIS ACT, and
shall in all  respects  be subject to and have the
benefits of said sections.
    Sec. 73. Subsection  (a) of section 33-1210 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)  A  foreign  corporation,  OTHER  THAN  AN
INSURANCE, SURETY OR  INDEMNITY  COMPANY,  may not
conduct affairs in  this  state until it obtains a
certificate of authority from the Secretary of the
State. No foreign corporation [engaged to conduct]
CONDUCTING the affairs  of  a state bank and trust
company,  savings  bank   or   building  and  loan
association, railroad company,  telegraph company,
gas, electric light  or  water  company, or of any
company requiring the  right  to  take and condemn
lands or to  occupy  the  public  highways of this
state, and no  foreign  telephone  company,  shall
conduct in this  state  affairs  authorized by its
certificate of incorporation or by the laws of the
state  under  which   it   was  organized,  unless
empowered so to  do by some general or special act
of this state,  except for the purpose of carrying
out and renewing contracts existing upon August 1,
1903. No insurance,  surety  or  indemnity company
shall conduct affairs  in  this state until it has
procured a license from the Insurance Commissioner
in  accordance  with  the  provisions  of  section
38a-41.
    Sec. 74. Subsection  (a) of section 33-1212 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) A foreign  corporation  may  apply  for  a
certificate of authority  to  conduct  affairs  in
this state by  delivering  an  application  to the
Secretary of the State for filing. The application
shall set forth:  (1)  The  name  of  the  foreign
corporation or, if its name is unavailable for use
in this state, a corporate name that satisfies the
requirements of section  33-1215;  (2) the name of
the  state  or  country  under  whose  law  it  is
incorporated; (3) its  date  of  incorporation and
period of duration;  (4) the street address of its
principal  office;  (5)   the   address   of   its
registered office in  this  state  and the name of
its registered agent  at  that office; and (6) the
names  and  RESPECTIVE   business   AND  RESIDENCE
addresses OF THE  DIRECTORS  AND  OFFICERS  OF THE
FOREIGN CORPORATION, EXCEPT  THAT WHERE GOOD CAUSE
IS SHOWN, THE  SECRETARY  OF  THE STATE MAY ACCEPT
BUSINESS  ADDRESSES  IN   LIEU   OF  BUSINESS  AND
RESIDENCE ADDRESSES OF  THE DIRECTORS AND OFFICERS
OF THE CORPORATION  or,  if  there  is no business
address  for  any   such   person,  the  residence
address, of its current directors and officers.
    Sec. 75. Subsection  (a) of section 33-1215 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)   THE  CORPORATE   NAME   OF   A   FOREIGN
CORPORATION  MUST  SATISFY   THE  REQUIREMENTS  OF
SECTION  33-1045.  If  the  corporate  name  of  a
foreign   corporation   does   not   satisfy   the
requirements  of  section   33-1045,  the  foreign
corporation IN ORDER  to  SATISFY THE REQUIREMENTS
OF  SAID  SECTION   AND   obtain   or  maintain  a
certificate of authority  to  conduct  affairs  in
this state: (1)  May  add  the word "corporation",
"incorporated" or "company",  or  the abbreviation
"corp.", "inc." or  "co.",  to  its corporate name
for use in this state; or (2) may use a fictitious
name WHICH INCLUDES  "CORPORATION", "INCORPORATED"
OR "COMPANY", OR  WORDS  OR  ABBREVIATIONS OF LIKE
IMPORT IN ANOTHER  LANGUAGE  to conduct affairs in
this state if  its real name is unavailable and it
includes with its application for a certificate of
authority a copy of the resolution of its board of
directors, certified by  its  secretary,  adopting
the fictitious name.
    Sec.  76.  Section   33-1216  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  Each foreign  corporation  authorized  to
conduct affairs in  this  state shall continuously
maintain in this  state:  (1)  A registered office
that may be  the  same  as any of its offices; and
(2) a registered  agent AT SUCH REGISTERED OFFICE,
who may be: (A) A natural person who is a resident
in  this state;  (B)  a  domestic  corporation  or
business  corporation; or  (C)  a  corporation  or
business corporation not  organized under the laws
of this state and which has procured a certificate
of  authority  to   conduct  affairs  OR  TRANSACT
BUSINESS in this state.
    (b) In addition to persons or entities who may
act as a  registered  agent pursuant to subsection
(a) of this  section,  a  foreign  corporation may
appoint  the  Secretary   of  the  State  [or  his
successor] AND HIS  SUCCESSORS in office to act as
its registered agent.
    Sec. 77. Subsection  (a) of section 33-1217 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)  A  foreign   corporation   authorized  to
conduct  affairs 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 [; (3) if the current registered
office is to  be  changed,] AND the street address
of its new registered office; [(4)] AND (3) IF THE
CURRENT REGISTERED AGENT  IS  TO  BE  CHANGED, the
name of its current registered agent [; and (5) if
the current registered  agent  is  to be changed,]
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.
    Sec.  78.  Section   33-1218  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  The  registered   agent   of   a  foreign
corporation may resign  his  agency appointment by
signing and delivering  to  the  Secretary  of the
State for filing  the original and [two] ONE exact
or  conformed [copies]  COPY  of  a  statement  of
resignation.  The  statement  of  resignation  may
include a statement  that the registered office is
also discontinued.
    (b) After filing  the statement, the Secretary
of the State  shall  [attach the filing receipt to
one copy and  mail  the  copy  and  receipt to the
registered  office  if   not   discontinued.   The
Secretary of the  State  shall]  mail  the [other]
copy to the  foreign  corporation at its principal
office address shown  in  its  most  recent annual
report.
    (c) The agency  appointment is terminated, and
the registered office discontinued if so provided,
on the thirty-first  day  after  the date on which
the statement was filed.
    Sec.  79.  Section   33-1219  of  the  general
statutes  is  repealed   and   the   following  is
substituted in lieu thereof:
    (a)  The  registered   agent   of   a  foreign
corporation authorized to  conduct affairs in this
state is the  corporation's  agent  for service of
process, notice or demand required or permitted by
law  to be  served  on  the  foreign  corporation.
[Service] WHEN THE  REGISTERED AGENT IS OTHER THAN
THE SECRETARY OF  THE  STATE AND HIS SUCCESSORS IN
OFFICE, SERVICE may  be  effected  by  ANY  PROPER
OFFICER OR OTHER PERSON LAWFULLY EMPOWERED TO MAKE
SERVICE BY leaving a true and attested copy of the
process, notice or  demand  with such agent or, in
the case of  an  agent who is a natural person, by
leaving it at such agent's usual place of abode in
this state.
    (b) A foreign corporation may be served by ANY
PROPER OFFICER OR  OTHER PERSON LAWFULLY EMPOWERED
TO MAKE SERVICE  BY  registered or certified mail,
return  receipt  requested,   addressed   to   the
secretary  of  the   foreign  corporation  at  its
principal office shown  in  its  application for a
certificate of authority  or  in  its  most recent
annual report if  the foreign corporation: (1) Has
no registered agent or its registered agent cannot
with  reasonable  diligence  be  served;  (2)  has
withdrawn from conducting  affairs  in  this state
under section 33-1222,  AS  AMENDED BY SECTIONS 80
AND 81 OF THIS ACT; or (3) has had its certificate
of authority revoked  under  section  33-1226,  AS
AMENDED BY SECTION 82 OF THIS ACT.
    (c) When the  Secretary  of  the State and his
successors IN OFFICE  have been appointed [such] A
FOREIGN corporation's registered  agent, a foreign
corporation [authorized to conduct affairs in this
state] may be  served  by  any  proper  officer or
other person lawfully empowered to make service by
leaving  two  true  and  attested  copies  thereof
together with the  required  fee  at the office of
the Secretary of  the State or depositing the same
in  the  United  States  mail,  by  registered  or
certified mail, postage prepaid, addressed to such
office. The Secretary  of the State shall file one
copy of such process and keep a record of the date
and hour of  such  receipt.  He  shall, within two
business  days  after  such  service,  forward  by
registered or certified  mail  the  copy  of  such
process to the  corporation  at the address of its
[executive offices] PRINCIPAL OFFICE as last shown
on his records.
    [(c)]  (d) Service  is  [perfected]  EFFECTIVE
under  subsection  (b)  of  this  section  at  the
earliest of: (1)  The date the foreign corporation
receives the mail;  (2)  the  date  shown  on  the
return receipt, if signed on behalf of the foreign
corporation; AND (3)  five  days after its deposit
in the United  States  mail,  as  evidenced by the
postmark, if mailed [postpaid] POSTAGE PREPAID and
correctly addressed. [; and (4) in] IN the case of
service on the  Secretary of the State, service so
made shall be  effective  as  of the date and hour
received by the Secretary of the State as shown on
his [record] RECORDS.
    [(d)]  (e)  Every  foreign  corporation  which
conducts affairs in  this  state  in  violation of
section 33-1210, AS  AMENDED BY SECTION 73 OF THIS
ACT, shall be  subject  to suit in this state upon
any cause of action arising out of such affairs.
    [(e)] (f) Every  foreign  corporation shall be
subject to suit  in  this  state, by a resident of
this state or  by a person having a usual place of
business  in  this  state,  whether  or  not  such
foreign corporation is conducting or has conducted
affairs in this  state  and  whether  or not it is
engaged  exclusively  in   interstate  or  foreign
commerce,  on  any  cause  of  action  arising  as
follows: (1) Out  of  any  contract  made  in this
state or to be performed in this state; (2) out of
any  solicitation  in   this   state  by  mail  or
otherwise if the  corporation  has  repeatedly  so
solicited, whether the  orders  or offers relating
thereto were accepted within or without the state;
(3)  out  of   the   production,   manufacture  or
distribution of goods by such corporation with the
reasonable expectation that  such  goods are to be
used or consumed  in this state and are so used or
consumed, regardless of  how  or  where  the goods
were produced, manufactured,  marketed  or sold or
whether or not  through  the medium of independent
contractors or dealers;  or  (4)  out  of tortious
conduct in this  state,  whether  arising  out  of
repeated  activity or  single  acts,  and  whether
arising out of misfeasance or nonfeasance.
    (g) IN ANY ACTION BROUGHT UNDER SUBSECTION (e)
OR (f) OF  THIS  SECTION, OR IN ANY FORECLOSURE OR
OTHER ACTION INVOLVING  REAL  PROPERTY  LOCATED IN
THIS  STATE  IN   WHICH   A  FOREIGN  CORPORATION,
ALTHOUGH NOT CONDUCTING  AFFAIRS  IN  THIS  STATE,
OWNS OR CLAIMS  TO  OWN  AN  INTEREST,  SERVICE OF
PROCESS  ON  SUCH   CORPORATION  MAY  BE  MADE  AS
PROVIDED IN SUBSECTION (b) OF THIS SECTION, EXCEPT
THAT  THE  SERVICE   SHALL  BE  ADDRESSED  TO  THE
CORPORATION AT ITS  PRINCIPAL OFFICE OR, IF IT HAS
NO SUCH OFFICE  OR  THE  ADDRESS OF SUCH OFFICE IS
NOT KNOWN, TO  SUCH  CORPORATION'S  LAST OFFICE AS
SHOWN IN THE  OFFICIAL  REGISTRY  OF  THE STATE OR
COUNTRY OF ITS  INCORPORATION, WHICH ADDRESS SHALL
BE SET FORTH IN THE WRIT OR OTHER PROCESS.
    [(f)] (h) This  section does not prescribe the
only means, or  necessarily the required means, of
serving a foreign corporation.
    Sec. 80. Subsection  (b) of section 33-1222 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b)  A  foreign   corporation   authorized  to
conduct affairs in  this  state  may  apply  for a
certificate  of  withdrawal   by   delivering   an
application to the  Secretary  of  the  State  for
filing. The application  shall  set forth: (1) The
name of the  foreign  corporation  and the name of
the  state  or  country  under  whose  law  it  is
incorporated;  (2)  that   it  is  not  conducting
affairs in this  state  and that it surrenders its
authority to conduct  affairs  in  this state; (3)
that it revokes  the  authority  of its registered
agent to accept service on its behalf and appoints
the Secretary of  the  State AND HIS SUCCESSORS IN
OFFICE as its  agent for service of process in any
proceeding based on  a  cause  of  action  arising
during  the time  it  was  authorized  to  conduct
affairs in this  state;  (4)  a mailing address to
which the Secretary  of  the State may mail a copy
of any process served on him under subdivision (3)
of this subsection; and (5) a commitment to notify
the Secretary of  the  State  in the future of any
change in its mailing address.
    Sec. 81. Subsection  (c) of section 33-1222 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) After the withdrawal of the corporation is
effective, service of  process on the Secretary of
the State [under  this  section]  AS  PROVIDED  IN
SECTION 33-1219, AS  AMENDED BY SECTION 79 OF THIS
ACT, is service  on the foreign corporation. [Upon
receipt of process,  the  Secretary  of  the State
shall, within two  business  days,  mail a copy of
the process to  the  foreign  corporation  at  the
mailing address set  forth under subsection (b) of
this section.]
    Sec. 82. Subsection  (d) of section 33-1226 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (d) The Secretary of the State's revocation of
a foreign corporation's  certificate  of authority
appoints the Secretary  of  the  State the foreign
corporation's agent for  service of process in any
proceeding based on  a cause of action which arose
during  the  time   the  foreign  corporation  was
authorized  to  conduct  affairs  in  this  state.
Service of process  on  the Secretary of the State
[under this subsection]  AS  PROVIDED  IN  SECTION
33-1219, AS AMENDED  BY SECTION 79 OF THIS ACT, is
service on the  foreign corporation. [Upon receipt
of process, the  Secretary  of  the  State  shall,
within two business  days,  mail  a  copy  of  the
process   to  the   secretary   of   the   foreign
corporation at its  principal  office shown in its
most recent annual  report  or  in  any subsequent
communication   received  from   the   corporation
stating  the  current   mailing   address  of  its
principal office, or,  if  none is on file, in its
application for a certificate of authority.]
    Sec. 83. Subsection  (c) of section 33-1238 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (c) If the court orders inspection and copying
of the records  demanded,  it shall also order the
corporation to pay  the  member's costs, including
reasonable [counsel] ATTORNEY'S  fees, 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   member  to  inspect  the  records
demanded.
    Sec. 84. Subsection  (a)  of section 33-741 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) A director  may  resign  at  any  time  by
delivering  written  notice   to   the   board  of
directors, [its] THE  chairman  OF  THE  BOARD  OF
DIRECTORS or [to] the corporation.
    Sec. 85. Subdivision  (3) of section 33-781 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (3) "Related person"  of  a director means (A)
the spouse OF THE DIRECTOR, or a parent or sibling
thereof,   [of  the   director,]   or   a   child,
grandchild, sibling [,] OR parent OF THE DIRECTOR,
or THE spouse  of  any thereof, [of the director,]
or an individual  having  the  same  home  as  the
director,  or  a  trust  or  estate  of  which  an
individual specified in  this  subparagraph  is  a
substantial beneficiary, or  (B)  a trust, estate,
incompetent, conservatee or  minor  of  which  the
director is a fiduciary.
    Sec. 86. Subsection  (d)  of section 33-831 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (d)   The  corporation   shall   notify   each
shareholder, whether or  not  entitled to vote, of
the proposed shareholders'  meeting  in accordance
with section 33-699.  The  notice shall also state
that the purpose,  or  one of the purposes, of the
meeting is to  consider  the sale, lease, exchange
or other disposition of all, or substantially all,
OF the property  of the corporation and contain or
be   accompanied   by   a   description   of   the
transaction.
    Sec. 87. Subsection  (b)  of section 33-936 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b)  If  the   foreign  corporation  does  not
correct each ground  for revocation or demonstrate
to the reasonable satisfaction of the Secretary of
the  State that  each  ground  determined  by  the
secretary of the state does not exist within sixty
days after service  of  the  notice is [perfected]
EFFECTIVE under section  33-929,  the Secretary of
the State may  revoke  the  foreign  corporation's
certificate of authority  by signing a certificate
of revocation that  recites  the ground or grounds
for  revocation  and   its   effective  date.  The
Secretary of the  State shall file the original of
the certificate and  serve  a  copy on the foreign
corporation under section 33-929.
    Sec. 88. Subsection  (a)  of section 33-937 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)  A  foreign  corporation  may  appeal  the
Secretary  of  the   State's   revocation  of  its
certificate of authority  to  the  superior  court
within   thirty  days   after   service   of   the
certificate of revocation is [perfected] EFFECTIVE
under  section  33-929.  The  foreign  corporation
appeals by petitioning  the court to set aside the
revocation and attaching to the petition copies of
its certificate of  authority and the Secretary of
the State's certificate of revocation.
    Sec. 89. Subsection  (a) of section 33-1087 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) A director  may  resign  at  any  time  by
delivering  written  notice   to   the   board  of
directors, [its] THE  chairman  OF  THE  BOARD  OF
DIRECTORS or [to] the corporation.
    Sec. 90. Subdivision (3) of section 33-1127 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (3) "Related person"  of  a director means (A)
the spouse OF THE DIRECTOR, or a parent or sibling
thereof,   [of  the   director,]   or   a   child,
grandchild, sibling [,] OR parent OF THE DIRECTOR,
or THE spouse  of  any thereof, [of the director,]
or an individual  having  the  same  home  as  the
director,  or  a  trust  or  estate  of  which  an
individual specified in  this  subparagraph  is  a
substantial beneficiary, or  (B)  a trust, estate,
incompetent, conservatee or  minor  of  which  the
director is a fiduciary.
    Sec. 91. Subsection  (d) of section 33-1130 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (d) For purposes of compliance with subsection
(a)  of  this   section,  a  director  who  has  a
conflicting  interest respecting  the  transaction
shall,  before  the   members'  vote,  inform  the
secretary  or  other   officer  or  agent  of  the
corporation authorized to  tabulate  votes, of the
number, and THE  identity  of  persons  holding or
controlling the vote,  of  all  members  that  the
director knows are  controlled  by the director or
by a related person of the director, or both.
    Sec. 92. Subsection  (d) of section 33-1166 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (d) The corporation  shall  notify each member
entitled to vote  on  the proposed transaction, if
any,  of  the   proposed   members'   meeting   in
accordance with section  33-1065. The notice shall
also  state  that  the  purpose,  or  one  of  the
purposes, of the  meeting is to consider the sale,
lease, exchange or  other  disposition  of all, or
substantially  all,  OF   the   property   of  the
corporation and contain  or  be  accompanied  by a
description of the transaction.
    Sec. 93. Subsection  (a) of section 33-1176 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a) The assets of a corporation in the process
of dissolution shall be applied and distributed as
follows: (1) All liabilities and other obligations
of the corporation  shall  be  paid, satisfied and
discharged, or adequate  provision  shall  be made
therefor; (2) assets  held by the corporation upon
condition    requiring   return,    transfer    or
conveyance, which condition  occurs  by  reason of
the dissolution, shall be returned, transferred or
conveyed in accordance with such requirements; (3)
assets  received  and   held  by  the  corporation
subject to limitations  permitting  their use only
for    charitable,    religious,     eleemosynary,
benevolent, educational or  similar  purposes, but
not  held  upon   a  condition  requiring  return,
transfer   or  conveyance   by   reason   of   the
dissolution, shall be  transferred  or conveyed to
one  or more  domestic  or  foreign  corporations,
societies or organizations  engaged  in activities
substantially similar to  those  of the dissolving
corporation, pursuant to  a  plan  of distribution
adopted as provided  in section 33-1175; (4) other
assets, if any,  shall  be  distributed  pro  rata
among the members of the corporation except to the
extent  that  the   certificate  of  incorporation
determines the distributive  rights of members, or
any class or  classes  of members, or provides for
distribution  to others;  and  (5)  any  remaining
assets  may  be   distributed   to  such  persons,
societies, organizations or  domestic  or  foreign
corporations,     whether    for     profit     or
[not-for-profit] NONPROFIT, as may be specified in
a plan of  distribution  adopted  as  provided  in
section 33-1175.
    Sec. 94. Subsection  (b) of section 33-1226 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b)  If  the   foreign  corporation  does  not
correct each ground  for revocation or demonstrate
to the reasonable satisfaction of the Secretary of
the  State that  each  ground  determined  by  the
Secretary of the State does not exist within sixty
days after service  of  the  notice is [perfected]
EFFECTIVE under section  33-1219, the Secretary of
the State may  revoke  the  foreign  corporation's
certificate of authority  by signing a certificate
of revocation that  recites  the ground or grounds
for  revocation  and   its   effective  date.  The
Secretary of the  State shall file the original of
the certificate and  serve  a  copy on the foreign
corporation under section 33-1219.
    Sec. 95. subsection  (a) of section 33-1227 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (a)  A  foreign  corporation  may  appeal  the
Secretary  of  the   State's   revocation  of  its
certificate of authority  to  the  Superior  Court
within   thirty  days   after   service   of   the
certificate of revocation is [perfected] EFFECTIVE
under  section 33-1219.  The  foreign  corporation
appeals by petitioning  the court to set aside the
revocation and attaching to the petition copies of
its certificate of  authority and the Secretary of
the State's certificate of revocation.
    Sec. 96. Subsection  (b) of section 36a-105 of
the general statutes is repealed and the following
is substituted in lieu thereof:
    (b) Any capital  stock  Connecticut  bank  may
increase  its  authorized  capital  stock  to  any
amount approved by  the commissioner. An amendment
to the certificate  of  incorporation of such bank
increasing or decreasing  its  authorized  capital
stock shall be  executed  and filed as provided in
section [33-422] 33-608.  No  such amendment shall
become  effective until  a  certificate  from  the
commissioner approving such  increase  or decrease
has been filed with the Secretary of the State.
    Sec. 97. (a)  Service  of process on a foreign
corporation  without a  certificate  of  authority
made on or after January 1, 1997, and prior to the
effective date of this act, otherwise valid except
that  such  service  was  made  by  registered  or
certified   mail,   return    receipt   requested,
addressed  to  the   secretary   of   the  foreign
corporation at its principal office, is validated.
    (b) If any  civil  action  against  a  foreign
corporation without a certificate of authority has
failed to be  tried  on  its  merits  because  the
action has been  dismissed  by  the Superior Court
for want of jurisdiction due to service being made
on the foreign  corporation on or after January 1,
1997, and prior  to the effective date of this act
by registered or  certified  mail,  return receipt
requested,  addressed  to  the  secretary  of  the
foreign corporation at  its  principal office, the
plaintiff may, within ninety days of the effective
date of this act, petition the court to reopen the
action. Notwithstanding the  provisions of section
52-212a of the  general  statutes,  the  plaintiff
shall have the  right to have such action reopened
unless the court  finds  that  the judgment of the
Superior  Court has  been  appealed  and  a  final
judgment has been rendered on such appeal.
    Sec. 98. Public  act  97-189 shall take effect
October 1, 1997,  and  sections 1 to 6, inclusive,
thereof  shall  be   applicable   to   disclaimers
delivered on or  after  said  date  and  transfers
affected by such disclaimers.
    Sec. 99. This  act  shall take effect from its
passage.

Approved June 27, 1997