State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-698

      Sec. 33-698. Action without meeting. (a) Any action which, under any provision of sections 33-600 to 33-998, inclusive, may be taken at a meeting of shareholders may be taken without a meeting as follows: (1) By one or more consents in writing, setting forth the action so taken or to be taken, bearing the date of signature and signed by all of the persons who would be entitled to vote upon such action at a meeting, or by their duly authorized attorneys, which action for purposes of this section is hereafter referred to as "unanimous written consent"; or (2) if the certificate of incorporation so provides, by one or more consents in writing, bearing the date of signature and setting forth the action to be taken, signed by persons holding such designated proportion, not less than a majority, of the voting power of shares, or of the shares of any particular class, entitled to vote thereon or to take such action, as may be provided in the certificate of incorporation, or their duly authorized attorneys; except that directors may not be elected by action of shareholders without a meeting of shareholders other than by unanimous written consent, or pursuant to a plan of merger. If action is proposed to be taken by written consent of less than all of such persons, or their duly authorized attorneys, notice in writing of such proposed action shall be given to each person who would be entitled to vote thereon at a meeting held for that purpose. Such notice shall be given in the manner of giving notice of a meeting of shareholders not less than twenty days nor more than fifty days before the date any such consents are to become effective. If not less than five days before the date any such consents are to become effective, the secretary of the corporation shall have received from such persons, or their duly authorized attorneys, holding not less than one-tenth of the voting power of all shares entitled to vote at such a meeting, a demand in writing that such action not be taken by written consent, all persons to whom such notice was given shall be so notified, and the corporation shall not take such proposed action except at a meeting of shareholders. The secretary shall file such consent or consents, or certify the tabulation of such consents and file such certificate, with the minutes of the meetings of the shareholders.

      (b) If not otherwise fixed under section 33-697 or 33-701, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a) of this section. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest date appearing on a consent delivered to the corporation in the manner required by this section, written consents signed by shareholders sufficient in number to take corporate action are received by the corporation. A written consent may be revoked by a writing to that effect, provided such revocation shall not be effective if it is received by the corporation after the corporation has received a sufficient number of unrevoked written consents to take corporate action.

      (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

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

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace "consent" with "one or more consents", require the consents to bear the date of signature and delete the provision that any consents which become effective shall have the same force and effect as a vote of shareholders at a meeting duly held and may be stated as such in any certificate or document filed under Secs. 33-600 to 33-998, inclusive, and amended Subsec. (b) to add provisions that barred the effectiveness of a written consent to take the corporate action referred to in such consent unless within 60 days written consents sufficient in number to take corporate action are received by the corporation and that authorized the revocation in writing of a written consent provided such revocation is not effective if it is received by the corporation after the corporation has received a sufficient number of unrevoked written consents to take corporate action, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.