2011 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-698. Action without meeting.

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

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

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

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

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

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

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

      (h) An electronic transmission may be used to consent to an action, if the electronic transmission contains or is accompanied by information from which the corporation can determine the date on which the electronic transmission was signed and that the electronic transmission was authorized by the shareholder, the shareholder's agent or the shareholder's attorney-in-fact.

      (i) Delivery of a written consent to the corporation under this section is delivery to the corporation's registered agent at its registered office or to the secretary of the corporation at its principal office.

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

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