State Codes and Statutes

Statutes > Connecticut > Title33 > Chap602 > Sec33-1285

      Sec. 33-1285. Judicial relief. (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members or its directors, or otherwise obtain their consent, in the manner prescribed by its certificate of incorporation, bylaws or sections 33-1000 to 33-1290, inclusive, then upon petition of a director, officer or member, the superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office, is located may order that such a meeting be called or that a written consent or ballot or other form of obtaining the vote of members or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.

      (b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the certificate of incorporation, bylaws and sections 33-1000 to 33-1290, inclusive, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.

      (c) The order issued pursuant to this section may, upon a finding that it is fair and equitable under the circumstances, dispense with any requirement relating to the holding of or voting at meetings or obtaining of votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the certificate of incorporation, bylaws or sections 33-1000 to 33-1290, inclusive.

      (d) Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the certificate of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets.

      (e) Any meeting or other method of obtaining the vote of members or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the certificate of incorporation, bylaws and sections 33-1000 to 33-1290, inclusive.

      (P.A. 96-256, S. 161, 209.)

      History: P.A. 96-256 effective January 1, 1997.