The book “ROBBED” Understanding the Game of Diversion During Health Care and Estate Administration. Athena Roe has a Juris Doctor degree from the University of Denver Sturm College of Law. Nearly $18 trillion dollars will pass through America’s probate tribunals over the next decade. Estate Administration is just as big if not a larger business than health care.

 

Description
ROBBED discusses health care and estate administration policy. There are stories and solutions to policy that many Americans overlook our lives are transformed though rules, codes, or agendas. It is no surprise that America’s health care bill continues to escalate and consume nearly 20 percent of the Gross Domestic Product or a astonishing $3.2 trillion. Just as important, nearly $18 trillion dollars will pass through America’s probate tribunals over the next decade. Estate Administration is just as big if not a larger business than health care. The salient point is these tribunals are not monitored for fraud, waste, or abuse that runs rampant in this “confidential arena.” The victims of crime have virtually no recourse as they are coerced into signing non-disparagement and non-disclosure contracts, to keep the offenders identity secret. Often, the victims are denied the opportunity to present evidence in these tribunals that allows the perpetrators to divert assets. While a fraction of these crimes make headlines, the industry is protected from a back lash by the public. ROBBED is a must read for every American. The book provides examples, and in no way over generalizes about these timely issues. There are interviews with Dr. Joseph Postell, and the legal authorities granted Athena Roe permission to use their Law Reviews, research materials, and books, Regulatory Chief Neomi Rao, constitutional scholars, Erwin Chemerinsky, Philip Hamburger, Dr. Kevin Dutton, of Oxford University and Dr. Karin Huffer of John Jay Criminal College, Equal Access Advocates, and more . Several chapters present solutions, and review the language of our Founding Fathers. The Bibliography section contains all research articles for further study if readers are inclined to understand the administrative state.

Source: https://www.athenaroe.com/

Buy the Book:

https://www.amazon.com/Robbed-Understanding-Diversion-During-Administr/dp/0692751750

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Town of Westport Connnecticut and Probate District 50 uses Corporate Mail Services

 

Corporate Mailing Services

Everyday, you will see Corporate Mailing Services trucks and vans all over Connecticut and parts of nearby states. We pick up mail from towns and cities, financial institutions, corporations, universities, and save time and money for any business which mails 500 pieces of mail or more at a time.

We bring our customers’ mail back to our secure, state-of-the-art facility in Shelton, CT and process it for maximum USPS discounts. We then expedite it to the nearby USPS special BME automation unit for the fastest possible delivery.

Corporate Mailing Services can do it all for you! In addition to automated presorting and barcoding, which we provide for all our customers, we can do your:

  • Postage metering and sealing
    (Now you can get rid of those costly mailing equipment leases and ridiculously expensive ink cartridges!).
  • Inline folding and inserting
  • Intelligent Mail Barcoding
  • Automated Flats Processing

We provide discounts for Standard mail, handwritten mail…and can also give you all the necessary documentation so you can charge back postage.

We offer HUGE discounts on your First Class flats! Contact us for special information on how we can help process your mail up to 13oz.

Source: http://www.corporatemailingservices.com/aboutUs.htm

PDF Backup: Corporate Mailing Services – PDF

 

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Connecticut: Public Act No. 17-136, AN ACT CONCERNING PROBATE COURT OPERATIONS. Any person having knowledge of any matter involving corruption, unethical practices,…any quasi-public agency, as defined in section 1-120, or any Probate Court

Source as of 05/03/2018:
https://www.cga.ct.gov/2017/act/pa/2017PA-00136-R00HB-07082-PA.htm

Connecticut Seal
 

Substitute House Bill No. 7082

Public Act No. 17-136

AN ACT CONCERNING PROBATE COURT OPERATIONS.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Section 4-61dd of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) Any person having knowledge of any matter involving corruption, unethical practices, violation of state laws or regulations, mismanagement, gross waste of funds, abuse of authority or danger to the public safety occurring in any state department or agency, [or] any quasi-public agency, as defined in section 1-120, or any Probate Court or any person having knowledge of any matter involving corruption, violation of state or federal laws or regulations, gross waste of funds, abuse of authority or danger to the public safety occurring in any large state contract, may transmit all facts and information in such person’s possession concerning such matter to the Auditors of Public Accounts. The Auditors of Public Accounts shall review such matter and report their findings and any recommendations to the Attorney General. Upon receiving such a report, the Attorney General shall make such investigation as the Attorney General deems proper regarding such report and any other information that may be reasonably derived from such report. Prior to conducting an investigation of any information that may be reasonably derived from such report, the Attorney General shall consult with the Auditors of Public Accounts concerning the relationship of such additional information to the report that has been issued pursuant to this subsection. Any such subsequent investigation deemed appropriate by the Attorney General shall only be conducted with the concurrence and assistance of the Auditors of Public Accounts. At the request of the Attorney General or on their own initiative, the auditors shall assist in the investigation.

(b) (1) The Auditors of Public Accounts may reject any complaint received pursuant to subsection (a) of this section if the Auditors of Public Accounts determine one or more of the following:

(A) There are other available remedies that the complainant can reasonably be expected to pursue;

(B) The complaint is better suited for investigation or enforcement by another state agency;

(C) The complaint is trivial, frivolous, vexatious or not made in good faith;

(D) Other complaints have greater priority in terms of serving the public good;

(E) The complaint is not timely or is too long delayed to justify further investigation; or

(F) The complaint could be handled more appropriately as part of an ongoing or scheduled regular audit.

(2) If the Auditors of Public Accounts reject a complaint pursuant to subdivision (1) of this subsection, the Auditors of Public Accounts shall provide a report to the Attorney General setting out the basis for the rejection.

(3) If at any time the Auditors of Public Accounts determine that a complaint is more appropriately investigated by another state agency, the Auditors of Public Accounts shall refer the complaint to such agency. The investigating agency shall provide a status report regarding the referred complaint to the Auditors of Public Accounts upon request.

(c) Notwithstanding the provisions of section 12-15, the Commissioner of Revenue Services may, upon written request by the Auditors of Public Accounts, disclose return or return information, as defined in section 12-15, to the Auditors of Public Accounts for purposes of preparing a report under subsection (a) or (b) of this section. Such return or return information shall not be published in any report prepared in accordance with subsection (a) or (b) of this section, and shall not otherwise be redisclosed, except that such information may be redisclosed to the Attorney General for purposes of an investigation authorized by subsection (a) of this section. Any person who violates the provisions of this subsection shall be subject to the provisions of subsection (g) of section 12-15.

(d) The Attorney General may summon witnesses, require the production of any necessary books, papers or other documents and administer oaths to witnesses, where necessary, for the purpose of an investigation pursuant to this section or for the purpose of investigating a suspected violation of subsection (a) of section 4-275 until such time as the Attorney General files a civil action pursuant to section 4-276. Upon the conclusion of the investigation, the Attorney General shall where necessary, report any findings to the Governor, or in matters involving criminal activity, to the Chief State’s Attorney. In addition to the exempt records provision of section 1-210, the Auditors of Public Accounts and the Attorney General shall not, after receipt of any information from a person under the provisions of this section or sections 4-276 to 4-280, inclusive, disclose the identity of such person without such person’s consent unless the Auditors of Public Accounts or the Attorney General determines that such disclosure is unavoidable, and may withhold records of such investigation, during the pendency of the investigation.

(e) (1) No state officer or employee, as defined in section 4-141, no quasi-public agency officer or employee, no officer or employee of a large state contractor and no appointing authority shall take or threaten to take any personnel action against any state or quasi-public agency employee or any employee of a large state contractor in retaliation for (A) such employee’s or contractor’s disclosure of information to (i) an employee of the Auditors of Public Accounts or the Attorney General under the provisions of subsection (a) of this section; (ii) an employee of the state agency or quasi-public agency where such state officer or employee is employed; (iii) an employee of a state agency pursuant to a mandated reporter statute or pursuant to subsection (b) of section 17a-28; (iv) an employee of the Probate Court where such employee is employed;or [(iv)] (v) in the case of a large state contractor, an employee of the contracting state agency concerning information involving the large state contract; or (B) such employee’s testimony or assistance in any proceeding under this section.

(2) (A) Not later than ninety days after learning of the specific incident giving rise to a claim that a personnel action has been threatened or has occurred in violation of subdivision (1) of this subsection, a state or quasi-public agency employee, an employee of a large state contractor or the employee’s attorney may file a complaint against the state agency, quasi-public agency, Probate Court, large state contractor or appointing authority concerning such personnel action with the Chief Human Rights Referee designated under section 46a-57. Such complaint may be amended if an additional incident giving rise to a claim under this subdivision occurs subsequent to the filing of the original complaint. The Chief Human Rights Referee shall assign the complaint to a human rights referee appointed under section 46a-57, who shall conduct a hearing and issue a decision concerning whether the officer or employee taking or threatening to take the personnel action violated any provision of this section. The human rights referee may order a state agency, [or] quasi-public agency or Probate Court to produce (i) an employee of such agency, [or] quasi-public agency or Probate Court to testify as a witness in any proceeding under this subdivision, or (ii) books, papers or other documents relevant to the complaint, without issuing a subpoena. If such agency, [or] quasi-public agency or Probate Court fails to produce such witness, books, papers or documents, not later than thirty days after such order, the human rights referee may consider such failure as supporting evidence for the complainant. If, after the hearing, the human rights referee finds a violation, the referee may award the aggrieved employee reinstatement to the employee’s former position, back pay and reestablishment of any employee benefits for which the employee would otherwise have been eligible if such violation had not occurred, reasonable attorneys’ fees, and any other damages. For the purposes of this subsection, such human rights referee shall act as an independent hearing officer. The decision of a human rights referee under this subsection may be appealed by any person who was a party at such hearing, in accordance with the provisions of section 4-183.

(B) The Chief Human Rights Referee shall adopt regulations, in accordance with the provisions of chapter 54, establishing the procedure for filing complaints and noticing and conducting hearings under subparagraph (A) of this subdivision.

(3) As an alternative to the provisions of subdivision (2) of this subsection: (A) A state or quasi-public agency employee who alleges that a personnel action has been threatened or taken may file an appeal not later than ninety days after learning of the specific incident giving rise to such claim with the Employees’ Review Board under section 5-202, or, in the case of a state or quasi-public agency employee covered by a collective bargaining contract, in accordance with the procedure provided by such contract; or (B) an employee of a large state contractor alleging that such action has been threatened or taken may, after exhausting all available administrative remedies, bring a civil action in accordance with the provisions of subsection (c) of section 31-51m.

(4) In any proceeding under subdivision (2) or (3) of this subsection concerning a personnel action taken or threatened against any state or quasi-public agency employee or any employee of a large state contractor, which personnel action occurs not later than two years after the employee first transmits facts and information concerning a matter under subsection (a) of this section or discloses information under subdivision (1) of this subsection to the Auditors of Public Accounts, the Attorney General or an employee of a state agency, [or] quasi-public agency or Probate Court, as applicable, there shall be a rebuttable presumption that the personnel action is in retaliation for the action taken by the employee under subsection (a) of this section or subdivision (1) of this subsection.

(5) If a state officer or employee, as defined in section 4-141, a quasi-public agency officer or employee, an officer or employee of a large state contractor or an appointing authority takes or threatens to take any action to impede, fail to renew or cancel a contract between a state agency and a large state contractor, or between a large state contractor and its subcontractor, in retaliation for the disclosure of information pursuant to subsection (a) of this section or subdivision (1) of this subsection to any agency listed in subdivision (1) of this subsection, such affected agency, contractor or subcontractor may, not later than ninety days after learning of such action, threat or failure to renew, bring a civil action in the superior court for the judicial district of Hartford to recover damages, attorney’s fees and costs.

(f) Any employee of a state [or] agency, quasi-public agency, Probate Court or large state contractor, who is found by the Auditors of Public Accounts, the Attorney General, a human rights referee or the Employees’ Review Board to have knowingly and maliciously made false charges under subsection (a) of this section, shall be subject to disciplinary action by such employee’s appointing authority up to and including dismissal. In the case of a state or quasi-public agency employee, such action shall be subject to appeal to the Employees’ Review Board in accordance with section 5-202, or in the case of state or quasi-public agency employees included in collective bargaining contracts, the procedure provided by such contracts.

(g) On or before September first, annually, the Auditors of Public Accounts shall submit, in accordance with the provisions of section 11-4a, to the clerk of each house of the General Assembly a report indicating the number of matters for which facts and information were transmitted to the auditors pursuant to this section during the preceding state fiscal year and the disposition of each such matter.

(h) Each contract between a state or quasi-public agency and a large state contractor shall provide that, if an officer, employee or appointing authority of a large state contractor takes or threatens to take any personnel action against any employee of the contractor in retaliation for such employee’s disclosure of information to any employee of the contracting state or quasi-public agency or the Auditors of Public Accounts or the Attorney General under the provisions of subsection (a) or subdivision (1) of subsection (e) of this section, the contractor shall be liable for a civil penalty of not more than five thousand dollars for each offense, up to a maximum of twenty per cent of the value of the contract. Each violation shall be a separate and distinct offense and in the case of a continuing violation each calendar day’s continuance of the violation shall be deemed to be a separate and distinct offense. The executive head of the state or quasi-public agency may request the Attorney General to bring a civil action in the superior court for the judicial district of Hartford to seek imposition and recovery of such civil penalty.

(i) Each state agency or quasi-public agency shall post a notice of the provisions of this section relating to state employees and quasi-public agency employees in a conspicuous place that is readily available for viewing by employees of such agency or quasi-public agency. Each Probate Court shall post a notice of the provisions of this section relating to Probate Court employees in a conspicuous place that is readily available for viewing by employees of such court. Each large state contractor shall post a notice of the provisions of this section relating to large state contractors in a conspicuous place which is readily available for viewing by the employees of the contractor.

(j) No person who, in good faith, discloses information in accordance with the provisions of this section shall be liable for any civil damages resulting from such good faith disclosure.

(k) As used in this section:

(1) “Large state contract” means a contract between an entity and a state or quasi-public agency, having a value of five million dollars or more; and

(2) “Large state contractor” means an entity that has entered into a large state contract with a state or quasi-public agency.

(l) (1) No officer or employee of a state shellfish grounds lessee shall take or threaten to take any personnel action against any employee of a state shellfish grounds lessee in retaliation for (A) such employee’s disclosure of information to an employee of the leasing agency concerning information involving the state shellfish grounds lease, or (B) such employee’s testimony or assistance in any proceeding under this section.

(2) (A) Not later than ninety days after learning of the specific incident giving rise to a claim that a personnel action has been threatened or has occurred in violation of subdivision (1) of this subsection, an employee of a state shellfish grounds lessee or the employee’s attorney may file a complaint against the state shellfish grounds lessee concerning such personnel action with the Chief Human Rights Referee designated under section 46a-57. Such complaint may be amended if an additional incident giving rise to a claim under this subdivision occurs subsequent to the filing of the original complaint. The Chief Human Rights Referee shall assign the complaint to a human rights referee appointed under section 46a-57, who shall conduct a hearing and issue a decision concerning whether the officer or employee taking or threatening to take the personnel action violated any provision of this subsection. The human rights referee may order a state shellfish grounds lessee to produce (i) an employee of such lessee to testify as a witness in any proceeding under this subdivision, or (ii) books, papers or other documents relevant to the complaint, without issuing a subpoena. If such state shellfish grounds lessee fails to produce such witness, books, papers or documents, not later than thirty days after such order, the human rights referee may consider such failure as supporting evidence for the complainant. If, after the hearing, the human rights referee finds a violation, the referee may award the aggrieved employee reinstatement to the employee’s former position, back pay and reestablishment of any employee benefits for which the employee would otherwise have been eligible if such violation had not occurred, reasonable attorneys’ fees and any other damages. For the purposes of this subsection, such human rights referee shall act as an independent hearing officer. The decision of a human rights referee under this subsection may be appealed by any person who was a party at such hearing, in accordance with the provisions of section 4-183.

(B) The Chief Human Rights Referee shall adopt regulations, in accordance with the provisions of chapter 54, establishing the procedure for filing complaints and noticing and conducting hearings under subparagraph (A) of this subdivision.

(3) As an alternative to the provisions of subdivision (2) of this subsection, an employee of a state shellfish grounds lessee who alleges that a personnel action has been threatened or taken may, after exhausting all available administrative remedies, bring a civil action in accordance with the provisions of subsection (c) of section 31-51m.

(4) In any proceeding under subdivision (2) or (3) of this subsection concerning a personnel action taken or threatened against any employee of a state shellfish grounds lessee, which personnel action occurs not later than two years after the employee first transmits facts and information to an employee of the leasing agency concerning the state shellfish grounds lease, there shall be a rebuttable presumption that the personnel action is in retaliation for the action taken by the employee under subdivision (1) of this subsection.

Sec. 2. Section 4a-17 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) If a party to any action or proceeding in any court or a person whose property rights may be affected by any such action or proceeding is confined by order of any court, or as provided in section 17a-502 or 17a-506, in any institution for persons with psychiatric disabilities in this state, a copy of all process, notices and documents required to be served upon such confined person by means other than personal service shall be sent by registered or certified mail to such confined person at the institution where such person is confined and, except as provided in this subsection, another copy thereof shall be sent by registered or certified mail to the superintendent of the institution where such person is confined. Such mailing and proof of delivery thereof shall satisfy any requirement under law for service of such process, notices or documents by means other than personal service and shall be deemed equivalent to any service of such process, notices or documents required under law by means other than personal service. [A]Except as provided in this subsection, a copy of all process, notices or documents that are required to be served by means of personal service on such confined person shall be sent by registered or certified mail to the superintendent of the institution where such person is confined, in addition to being served personally on such confined person. If the institution where such person is confined is the party initiating the action or proceeding, a copy of all process, notices or documents may be sent by first class mail to the superintendent of the institution rather than by registered or certified mail. As soon as practical and reasonable after receiving a copy of any process, notice or document under this subsection, such superintendent or such superintendent’s representative shall deliver such copy of the process, notice or document to such confined person.

(b) No action or proceeding shall abate because of any failure to comply with the provisions of this section, but the court before whom any such action or proceeding is pending shall, upon finding noncompliance with any of said provisions, order immediate compliance with said provisions.

Sec. 3. Section 45a-8a of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) For the purposes of this section, “children’s matters” means: (1) Guardianship matters under sections 45a-603 to 45a-625, inclusive; (2) termination of parental rights matters under sections 45a-706 to 45a-719, inclusive; (3) adoption matters under sections 45a-724 to 45a-733, inclusive, and sections 45a-736 and 45a-737; (4) claims for paternity under section 46b-172a; (5) emancipation of minor matters under sections 46b-150 to 46b-150e, inclusive; and (6) voluntary admission matters under section 17a-11.

(b) The Probate Court Administrator may establish seven [regional children’s probate courts] Regional Children’s Probate Courts in regions designated by the Probate Court Administrator. In establishing such courts, the Probate Court Administrator shall consult with the probate judges of the districts located in each designated region, each of whom may participate on a voluntary basis.

(c) The Probate Court Administrator may establish a [regional children’s probate court] Regional Children’s Probate Court under this section in (1) any existing [probate court] Probate Court facility within a district located in a region, or (2) a separate facility located in a region as may be designated by the Probate Court Administrator. Each [regional children’s probate court] Regional Children’s Probate Court shall be established and operated with the advice of the participating probate judges of such districts and the administrative judge appointed under subsection (f) of this section. Such participating probate judges and administrative judge shall serve as the judges of the [regional children’s probate court] Regional Children’s Probate Court, except as provided in subdivision (1) of subsection (f) of this section. Such judges shall hear and determine all children’s matters as may come before them on a docket separate from other probate matters.

(d) (1) For the purposes of this section, the Probate Court Administrator may, subject to the provisions of section 45a-84, expend from the Probate Court Administration Fund established under section 45a-82 such amounts as the Probate Court Administrator may deem reasonable and necessary for the establishment, improvement [,] andmaintenance [and operations] of court facilities located in each such designated region and for the operation of each Regional Children’s Probate Court.

(2) Nothing in this section shall be construed to relieve any town of its obligation to provide and maintain court facilities pursuant to section 45a-8.

(e) The Probate Court Administrator may, subject to the provisions of section 45a-84, expend moneys from the Probate Court Administration Fund to [pay for necessary improvements of a facility designated as a regional children’s probate court under this section, to pay operating expenses of a regional children’s probate court and to]reimburse participating towns or cities for any costs of leasing office space for a [regional children’s probate court] Regional Children’s Probate Court, and any necessary improvements thereto, and for expenses under subsection (f) of this section.

(f) (1) The Probate Court Administrator, with the advice of the participating probate judges of the districts located in the designated region, shall appoint an administrative judge for each [regional children’s probate court] Regional Children’s Probate Court. The administrative judge shall be a probate judge at the time of such appointment. If the administrative judge ceases to serve as a probate judge after such appointment, the administrative judge may continue to serve as administrative judge at the pleasure of the Probate Court Administrator, but shall not have the powers granted to an elected probate judge and shall not hear and determine children’s matters before such [regional children’s probate court] Regional Children’s Probate Court. Subject to the approval of the Chief Court Administrator, the Probate Court Administrator shall fix the compensation of the administrative judge and such compensation shall be paid from the Probate Court Administration Fund. Such compensation, together with the administrative judge’s compensation as a probate judge of the district to which he or she was elected, shall not exceed the compensation provided for a judge of probate under subdivision (4) of subsection (a) of section 45a-95a. The administrative judge shall have such benefits as may inure to him or her as a probate judge and shall receive no additional benefits, except for compensation provided under this section and retirement benefits calculated in accordance with sections 45a-34 to 45a-54, inclusive.

(2) Each administrative judge shall be responsible for the management of cases, coordination of social services, staff, financial management and record keeping for the [regional children’s probate court] Regional Children’s Probate Court for which the administrative judge is appointed. The administrative judge may, with the approval of the Probate Court Administrator, purchase furniture, office supplies, computers and other equipment and contract for services that the administrative judge may deem necessary or advisable for the expeditious conduct of the business of the [regional children’s probate court. Such expenses shall be paid for pursuant to section 45a-8. If a separate facility for a regional children’s probate court is established pursuant to subdivision (2) of subsection (c) of this section, the participating town or city shall be reimbursed for such expenses from the Probate Court Administration Fund upon presentation of vouchers to the Probate Court Administrator] Regional Children’s Probate Court.

(g) Each administrative judge for a [regional children’s probate court] Regional Children’s Probate Court may, [with the approval of the Probate Court Administrator] if authorized by the Probate Court Budget Committee under section 45a-85, employ such persons as may be required for the efficient operation of the [regional children’s probate court] Regional Children’s Probate Court. Such employees shall be employees of the [regional children’s probate court] Regional Children’s Probate Court and shall be entitled to the benefits of [probate court] Probate Court employees under this chapter. Such employees shall not be deemed to be state employees.

(h) Any [probate court] Probate Court within a region designated under subsection (b) of this section may transfer children’s matters to the [regional children’s probate court]Regional Children’s Probate Court for such region. Any [regional children’s probate court] Regional Children’s Probate Court may accept transfers and referrals of children’s matters from [probate courts] Probate Courts within its region.

(i) Each [regional children’s probate court] Regional Children’s Probate Court shall be considered a [probate court] Probate Court for the purposes of this chapter.

(j) The Probate Court Administrator shall establish policies and procedures to implement the provisions of this section.

Sec. 4. Subsection (a) of section 45a-8b of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) The Probate Court Administrator shall establish, within available appropriations, an extended family guardianship and assisted care pilot program in the [regional children’s probate court] Regional Children’s Probate Court for the district of New Haven, established pursuant to section 45a-8a, as amended by this act, for the purpose of reducing the number of children who are placed out of their communities and in foster care due to abuse and neglect. The program shall be designed to (1) provide outreach to extended family members and nonrelative caregivers in the community and appoint such family members or nonrelative caregivers as guardians, (2) seek volunteers to act as assisted care providers to assist guardians in caring for children, and (3) provide and pay for needed services to assist guardians in meeting the needs of such children. Under the program, each guardian appointed by the court shall be eligible to receive a maximum grant of one thousand dollars per child.

Sec. 5. Section 45a-8c of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) The Probate Court Administrator may, within available appropriations, establish a truancy clinic within (1) any [regional children’s probate court] Regional Children’s Probate Court that serves a town designated as an alliance district pursuant to section 10-262u, or (2) any Probate Court that serves a town designated as an alliance district that is not served by a [regional children’s probate court] Regional Children’s Probate Court. The administrative judge of the [regional children’s probate court] Regional Children’s Probate Court or the [judge of the Probate Court] probate judge, as the case may be, or the designee of such administrative judge or such probate judge, shall administer the truancy clinic for such administrative judge’s or such probate judge’s respective court.

(b) If the Probate Court Administrator establishes truancy clinics pursuant to subsection (a) of this section, the principal of any elementary or middle school located in a town designated as an alliance district, or the principal’s designee, may refer to a truancy clinic a parent or guardian with a child enrolled in such school who is a truant, as defined in section 10-198a, or at risk of becoming a truant. Upon receiving such referral, the truancy clinic shall prepare a citation and summons for the parent or guardian of the child to appear at the clinic. An attendance officer authorized pursuant to section 10-199, or a police officer authorized pursuant to section 10-200, shall deliver the citation and summons and a copy of the referral to the parent or guardian.

(c) The administrative judge of the [regional children’s probate court] Regional Children’s Probate Court that serves a town designated as an alliance district or the [judge of the Probate Court] probate judge that serves a town designated as an alliance district, as the case may be, may refer any matter referred to a truancy clinic to a probate magistrate or attorney probate referee assigned by the Probate Court Administrator pursuant to section 45a-123a to hear the matter.

(d) The truancy clinics shall operate for the purpose of identifying and resolving the cause of a child’s truancy using nonpunitive procedures. After the initial appearance made pursuant to the summons described in subsection (b) of this section, the participation of a parent or guardian in the truancy clinic shall be voluntary. The truancy clinics shall establish protocols for clinic participation and shall establish programs and relationships with schools, individuals, public and private agencies, and other organizations to provide services and support for parents, guardians and children participating in the clinics.

(e) The Probate Court Administrator shall establish policies and procedures to implement the truancy clinics and measure the effectiveness of the truancy clinics.

(f) Not later than September 1, 2015, and annually thereafter, each administrative judge of a [regional children’s probate court] Regional Children’s Probate Court that serves a town designated as an alliance district in which a truancy clinic has been established and each [judge of a Probate Court] probate judge that serves a town designated as an alliance district in which a truancy clinic has been established shall file a report with the Probate Court Administrator assessing the effectiveness of each truancy clinic in such administrative judge’s or such probate judge’s respective court.

(g) Not later than January 1, 2016, the Probate Court Administrator shall submit, in accordance with section 11-4a, a report assessing the effectiveness of the truancy clinics to the joint standing committees of the General Assembly having cognizance of matters relating to the judiciary and education.

Sec. 6. Section 45a-8d of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

(a) [A matter being heard at a regional children’s probate court may be assigned to a probate court officer to perform any of the following functions:] As used in this section, “family specialist” means a staff position established by the Probate Court Budget Committee under section 45a-85 to perform the functions set forth in subsection (c) of this section.

(b) If authorized by the Probate Court Budget Committee, a Regional Children’s Probate Court or a Probate Court that is not located in a region served by a Regional Children’s Probate Court may employ a family specialist. A family specialist employed by a Probate Court may, with the consent of the Probate Court judge, perform functions under this section for another Probate Court that is not located in a region served by a Regional Children’s Probate Court.

(c) A family specialist may perform any of the following functions in connection with children’s matters, as defined in subsection (a) of section 45a-8a, as amended by this act:

(1) Conduct conferences with interested parties, attorneys for interested parties, representatives from the Department of Children and Families and social service providers, when appropriate;

(2) Facilitate the development of the family’s plan for the care of the minor;

(3) Facilitate the development of a visitation plan;

(4) Coordinate with the Department of Children and Families to facilitate a thorough review of the matter being heard;

(5) Assess whether the family’s plan for the care of the minor, if any, is in the minor’s best interests;

(6) Assist the family in accessing community services; and

(7) Conduct follow-up regarding orders of the court.

[(b)] (d) The [probate court officer] family specialist may file with the court a report that may include:

(1) An assessment of the minor’s and family’s history;

(2) An assessment of the parent’s and any proposed guardian’s involvement with the minor;

(3) Information regarding the physical, social and emotional status of the interested parties;

(4) An assessment of the family’s plan for the care of the minor; and

(5) Any other information or data that is relevant to determine if the proposed court action is in the best interests of the minor.

[(c)] (e) Any report filed by a [probate court officer] family specialist pursuant to subsection [(b)] (d) of this section shall be admissible in evidence. If a party or an attorney for a party notifies the court prior to a scheduled hearing that such party or attorney wishes to examine the [probate court officer] family specialist who filed the report, the court shall order such [probate court officer] family specialist to appear at the hearing.

Sec. 7. Section 45a-623 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

Before a hearing on the merits in any case under sections 45a-603 to 45a-622, inclusive, that is contested, the [Court of Probate] Probate Court shall, on the motion of any party other than a party who [made application] applied for the removal of a parent as a guardian, or may, on the court’s own motion or motion of the party who [made application] applied for the removal of a parent as a guardian, transfer the case to the Superior Court in accordance with rules adopted by the judges of the Supreme Court. In addition to the provisions of this section, the [Court of Probate] Probate Court may, on the court’s own motion or motion of any interested party, transfer any proceeding under sections 45a-603 to 45a-622, inclusive, to a [regional children’s probate court] Regional Children’s Probate Court established pursuant to section 45a-8a, as amended by this act. If the case is transferred and venue altered, the clerk of the [Court of Probate] Probate Court shall transmit to the clerk of the Superior Court or the [regional children’s probate court] Regional Children’s Probate Court to which the case was transferred, the original files and papers in the case.

Sec. 8. Subsection (g) of section 45a-715 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(g) Before a hearing on the merits in any case in which a petition for termination of parental rights is contested in a Probate Court, the Probate Court shall, on the motion of any legal party except the petitioner, or may on its own motion or that of the petitioner, transfer the case to the Superior Court in accordance with rules adopted by the judges of the Supreme Court. In addition to the provisions of this section, the Probate Court may, on the court’s own motion or that of any interested party, transfer any termination of parental rights case to a [regional children’s probate court] Regional Children’s Probate Court established pursuant to section 45a-8a, as amended by this act. If the case is transferred, the clerk of the Probate Court shall transmit to the clerk of the Superior Court or the [regional children’s probate court] Regional Children’s Probate Court to which the case was transferred, the original files and papers in the case. The Superior Court or the [regional children’s probate court] Regional Children’s Probate Court to which the case was transferred, upon hearing after notice as provided in sections 45a-716 and 45a-717, may grant the petition as provided in section 45a-717.

Sec. 9. Section 45a-106a of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

(a) The fees set forth in this section apply to each filing made in a Probate Court on or after [January 1, 2016] January 1, 2018, in any matter other than a decedent’s estate.

(b) The fee to file each of the following motions, petitions or applications in a Probate Court is two hundred twenty-five dollars:

(1) With respect to a minor child: (A) Appoint a temporary guardian, temporary custodian, guardian, coguardian, permanent guardian or statutory parent, (B) remove a guardian, including the appointment of another guardian, (C) reinstate a parent as guardian, (D) terminate parental rights, including the appointment of a guardian or statutory parent, (E) grant visitation, (F) make findings regarding special immigrant juvenile status, (G) approve placement of a child for adoption outside this state, (H) approve an adoption, (I) validate a foreign adoption, (J) review, modify or enforce a cooperative postadoption agreement, (K) review an order concerning contact between an adopted child and his or her siblings, (L) resolve a dispute concerning a standby guardian, (M) approve a plan for voluntary services provided by the Department of Children and Families, (N) determine whether the termination of voluntary services provided by the Department of Children and Families is in accordance with applicable regulations, (O) conduct an in-court review to modify an order, (P) grant emancipation, (Q) grant approval to marry, (R) transfer funds to a custodian under sections 45a-557 to 45a-560b, inclusive, (S) appoint a successor custodian under section 45a-559c, (T) resolve a dispute concerning custodianship under sections 45a-557 to 45a-560b, inclusive, and (U) grant authority to purchase real estate;

(2) Determine paternity;

(3) Determine the age and date of birth of an adopted person born outside the United States;

(4) With respect to adoption records: (A) Appoint a guardian ad litem for a biological relative who cannot be located or appears to be incompetent, (B) appeal the refusal of an agency to release information, (C) release medical information when required for treatment, and (D) grant access to an original birth certificate;

(5) Approve an adult adoption;

(6) With respect to a conservatorship: (A) Appoint a temporary conservator, conservator or special limited conservator, (B) change residence, terminate a tenancy or lease, sell or dispose household furnishings, or place in a long-term care facility, (C) determine competency to vote, (D) approve a support allowance for a spouse, (E) grant authority to elect the spousal share, (F) grant authority to purchase real estate, (G) give instructions regarding administration of a joint asset or liability, (H) distribute gifts, (I) grant authority to consent to involuntary medication, (J) determine whether informed consent has been given for voluntary admission to a hospital for psychiatric disabilities, (K) determine life-sustaining medical treatment, (L) transfer to or from another state, (M) modify the conservatorship in connection with a periodic review, (N) excuse accounts under rules of procedure approved by the Supreme Court under section 45a-78, (O) terminate the conservatorship, and (P) grant a writ of habeas corpus;

(7) With respect to a power of attorney: (A) Compel an account by an agent, (B) review the conduct of an agent, (C) construe the power of attorney, and (D) mandate acceptance of the power of attorney;

[(7)] (8) Resolve a dispute concerning advance directives or life-sustaining medical treatment when the individual does not have a conservator or guardian;

[(8)] (9) With respect to an elderly person as defined in section 17b-450: (A) Enjoin an individual from interfering with the provision of protective services to such elderly person, and (B) authorize the Commissioner of Social Services to enter the premises of such elderly person to determine whether such elderly person needs protective services;

[(9)] (10) With respect to an adult with intellectual disability: (A) Appoint a temporary limited guardian, guardian or standby guardian, (B) grant visitation, (C) determine competency to vote, (D) modify the guardianship in connection with a periodic review, (E) determine life-sustaining medical treatment, (F) approve an involuntary placement, (G) review an involuntary placement, [and] (H) authorize a guardian to manage the finances of such adult, and (I) grant a writ of habeas corpus;

[(10)] (11) With respect to psychiatric disability: (A) Commit an individual for treatment, (B) issue a warrant for examination of an individual at a general hospital, (C) determine whether there is probable cause to continue an involuntary confinement, (D) review an involuntary confinement for possible release, (E) authorize shock therapy, (F) authorize medication for treatment of psychiatric disability, (G) review the status of an individual under the age of sixteen as a voluntary patient, and (H) recommit an individual under the age of sixteen for further treatment;

[(11)] (12) With respect to drug or alcohol dependency: (A) Commit an individual for treatment, (B) recommit an individual for further treatment, and (C) terminate an involuntary confinement;

[(12)] (13) With respect to tuberculosis: (A) Commit an individual for treatment, (B) issue a warrant to enforce an examination order, and (C) terminate an involuntary confinement;

[(13)] (14) Compel an account by the trustee of an inter vivos trust, [attorney-in-fact,] custodian under sections 45a-557 to 45a-560b, inclusive, or treasurer of an ecclesiastical society or cemetery association;

[(14)] (15) With respect to a testamentary or inter vivos trust: (A) Construe, divide, reform or terminate the trust, (B) enforce the provisions of a pet trust, and (C) excuse a final account under rules of procedure approved by the Supreme Court under section 45a-78;

[(15)] (16) Authorize a fiduciary to establish a trust;

[(16)] (17) Appoint a trustee for a missing person;

[(17)] (18) Change a person’s name;

[(18)] (19) Issue an order to amend the birth certificate of an individual born in another state to reflect a gender change;

[(19)] (20) Require the Department of Public Health to issue a delayed birth certificate;

[(20)] (21) Compel the board of a cemetery association to disclose the minutes of the annual meeting;

[(21)] (22) Issue an order to protect a grave marker;

[(22)] (23) Restore rights to purchase, possess and transport firearms;

[(23)] (24) Issue an order permitting sterilization of an individual; [and]

(25) Approve the transfer of structured settlement payment rights; and

[(24)] (26) With respect to any case in a Probate Court other than a decedent’s estate: (A) Compel or approve an action by the fiduciary, (B) give advice or instruction to the fiduciary, (C) authorize a fiduciary to compromise a claim, (D) list, sell or mortgage real property, (E) determine title to property, (F) resolve a dispute between cofiduciaries or among fiduciaries, (G) remove a fiduciary, (H) appoint a successor fiduciary or fill a vacancy in the office of fiduciary, (I) approve fiduciary or attorney’s fees, (J) apply the doctrine of cy pres or approximation, (K) reconsider, modify or revoke an order, and (L) decide an action on a probate bond.

(c) The fee to file a petition for custody of the remains of a deceased person in a Probate Court is one hundred fifty dollars, except that the court shall waive the fee if the state is obligated to pay funeral and burial expenses under section 17b-84.

(d) The fee for a fiduciary to request the release of funds from a restricted account in a Probate Court is one hundred fifty dollars, except that the court shall waive the fee if the court approves the request without notice and hearing in accordance with the rules of procedure adopted by the Supreme Court under section 45a-78.

(e) The fee to register a conservator of the person or conservator of the estate order from another state under section 45a-667r or 45a-667s, or to register both types of orders for the same person at the same time, is one hundred fifty dollars.

[(e)] (f) The fee for mediation conducted by a member of the panel established by the Probate Court Administrator is three hundred fifty dollars per day or part thereof.

[(f)] (g) The fee to request a continuance in a Probate Court is fifty dollars, plus the actual expenses of rescheduling the hearing that are payable under section 45a-109, except that the court, for cause shown, may waive either the fifty-dollar fee or the actual expenses of rescheduling the hearing, or both. The fee shall be payable by the party who requests the continuance of a scheduled hearing or whose failure to appear necessitates the continuance.

[(g)] (h) The fee to file a motion to permit an attorney who has not been admitted as an attorney under the provisions of section 51-80 to appear pro hac vice in a matter in the Probate Court is two hundred fifty dollars.

[(h)] (i) Except as provided in subsection (d) of section 45a-111, fees imposed under this section shall be paid at the time of filing.

[(i)] (j) If a statute or rule of procedure approved by the Supreme Court under section 45a-78 specifies filings that may be combined into a single motion, petition or application, the fee under this section for the combined filing is the amount equal to the largest of the individual filing fees applicable to the underlying motions, petitions or applications.

[(j)] (k) No fee shall be charged under this section if exempted or waived under section 45a-111 or any other provision of the general statutes.

Sec. 10. Subsection (b) of section 45a-609 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(b) The court shall order notice of the hearing to be given, at least ten days before the date of the hearing, to the Commissioner of Children and Families by first class mail and to both parents and to the minor, if over twelve years of age, by personal service or service at the parent’s usual place of abode or the minor’s usual place of abode, as the case may be, in accordance with section 52-50, except that in lieu of personal service on, or service at the usual place of abode of, a parent or the father of a child born out of wedlock who is either a petitioner or who signs under oath a written waiver of such service on a form provided by the Probate Court Administrator, the court may order notice to be given by first class mail at least ten days prior to the date of the hearing. [If such delivery cannot reasonably be effected, then notice shall be ordered to be given by publication. If the parents reside out of or are absent] If the parent to be notified resides out of or is absent from the state, the court shall order notice to be given by first class mail at least ten days prior to the date of the hearing. If the whereabouts of the [parents are] parent to be notified are unknown, or if delivery cannot reasonably be effected, the court may order notice to be given by publication. Any notice by publication under this subsection shall be in a newspaper [which has a circulation at the parents’ last-known place of residence] of general circulation in the place of the last known address of the parent to be notified, whether within or without this state, or, if no such address is known, in the place where the application was filed. In either case, such notice shall be given at least ten days before the date of the hearing. If the applicant alleges that the whereabouts of a respondent are unknown, such allegation shall be made under penalty of false statement and shall also state the last-known address of the respondent and the efforts which have been made by the applicant to obtain a current address. The applicant shall have the burden of ascertaining the names and addresses of all parties in interest and of proving to the satisfaction of the court that the applicant used all proper diligence to discover such names and addresses. Except in the case of newspaper notice, the notice of hearing shall include the following: (1) The notice of hearing, (2) the application for removal of parent as guardian, (3) any supporting documents and affidavits filed with such application, (4) any other orders or notices made by the [Court of Probate] Probate Court, and (5) any request for investigation by the Department of Children and Families or any other person or agency. Such notice shall also inform the respondent of the right to have an attorney represent the respondent in the matter, and if the respondent is unable to obtain or to pay an attorney, the respondent may request the [Court of Probate] Probate Court to appoint an attorney to represent the respondent. Newspaper notice shall include such facts as the court may direct.

Sec. 11. Subdivision (3) of subsection (a) of section 45a-649 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(3) The court shall order such notice as it directs to the following: (A) The applicant; (B) the person in charge of welfare in the town where the respondent is domiciled or resident and, if there is no such person, the first selectman or chief executive officer of the town if the respondent is receiving assistance from the town; (C) the Commissioner of Social Services, if the respondent is in a state-operated institution or receiving aid, care or assistance from the state; (D) the Commissioner of Veterans Affairs if the respondent is receiving veterans’ benefits or the Veterans Residential Services facility, or both, if the respondent is receiving aid or care from said facility, or both; (E) the Commissioner of Administrative Services, if the respondent is receiving aid or care from the state; (F) the children of the respondent and if none, the parents of the respondent and if none, the brothers and sisters of the respondent or their representatives [;] and if none, the next of kin of the respondent; and (G) the person in charge of the hospital, nursing home or some other institution, if the respondent is in a hospital, nursing home or some other institution.

Sec. 12. Section 45a-599 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

When any minor for whom a guardian has been appointed becomes a resident of any town in the state in a probate district other than the one in which a guardian was appointed, such court in that district may, upon motion of any person deemed by the court to have sufficient interest in the welfare of the respondent, including, but not limited to, the guardian or a relative of the minor under guardianship, transfer the file to the probate district in which the minor under guardianship resides at the time of the application, provided the transfer is in the best interest of the minor. [A transfer of the file shall be accomplished by the probate court in which the guardianship matter is on file by making copies of all documents in the court and certifying each of them and then causing them to be delivered to the court for the district in which the minor under guardianship resides. When the transfer is made, the court of probate in which the minor under guardianship resides at the time of transfer shall thereupon assume jurisdiction over the guardianship and all further accounts shall be filed with such court.] Upon issuance of an order to transfer a file under this section, the transferring court shall transmit a digital image of each document in the court file to the transferee court using the document management system maintained by the Office of the Probate Court Administrator. The transferee court shall thereupon assume jurisdiction over the guardianship.

Sec. 13. Section 45a-661 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

When any person under voluntary or involuntary representation becomes a settled inhabitant of any town in the state in a probate district other than the one in which a conservator was appointed, and is an actual resident in such district, the Probate Court in which the conservator was appointed shall, upon motion of the conservator, the person under conservatorship, the first selectman or the chief executive officer of the town in which the person under conservatorship resides or the husband or wife or a relative of the person under conservatorship, transfer the file to the probate district in which the person under conservatorship resides at the time of the application, if the court determines that the requested transfer is the preference of the person under conservatorship. [A transfer of the file shall be accomplished by the Probate Court in which the conservator was originally appointed by making copies of all recorded documents in the court and certifying each of them and then causing them to be delivered to the court for the district in which the person under conservatorship resides. When the transfer is made, the Probate Court in which the person under conservatorship resides at the time of transfer shall thereupon assume jurisdiction over the conservatorship and all further accounts shall be filed with such court.] Upon issuance of an order to transfer a file under this section, the transferring court shall transmit a digital image of each document in the court file to the transferee court using the document management system maintained by the Office of the Probate Court Administrator. The transferee court shall thereupon assume jurisdiction over the conservatorship.

Sec. 14. Subsection (h) of section 45a-677 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

(h) When any protected person becomes a resident of any probate district in this state other than the one in which a guardian was appointed, or becomes a resident of any probate district in this state other than the one to which the guardianship file has been transferred under this section, the court in which the guardianship matter is on file may, upon motion of any person deemed by the court to have sufficient interest in the welfare of the protected person, including, but not limited to, the guardian, the Commissioner of Developmental Services or the commissioner’s designee, or a relative of the protected person, transfer the file to the probate district in which the protected person resides at the time of the motion, provided the transfer is in the protected person’s best interest. [A transfer of the file shall be accomplished by the Probate Court in which the guardianship matter is on file by making copies of all documents in the court and certifying each of them and then causing them to be delivered to the court for the district in which the protected person resides. When the transfer is made, the Probate Court in which the protected person resides at the time of transfer shall thereupon assume jurisdiction over the guardianship and all further accounts shall be filed with such court.] Upon issuance of an order to transfer a file under this section, the transferring court shall transmit a digital image of each document in the court file to the transferee court using the document management system maintained by the Office of the Probate Court Administrator. The transferee court shall thereupon assume jurisdiction over the guardianship.

Sec. 15. Subsection (b) of section 45a-98d of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

(b) Upon issuance of a transfer order under subsection (a) of this section, the transferring court shall [cause certified copies of all documents in the transferring court’s file to be delivered to the transferee court] transmit a digital image of each document in the court file to the transferee court using the document management system maintained by the Office of the Probate Court Administrator. The transferee court shall proceed on the underlying petition, application or motion as if it had originally been filed with the transferee court. No additional filing fee shall apply with respect to the transferred petition, application or motion.

Sec. 16. Section 52-225k of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

(a) [An] Except as provided in subsection (b) of this section, an application under sections 52-225g to 52-225l, inclusive, for approval of a transfer of structured settlement payment rights shall be made by the transferee and may be brought in the superior court for the judicial district in which the payee resides or in which the structured settlement obligor or annuity issuer maintains its principal place of business or in the superior court or before the responsible administrative authority that approved the structured settlement agreement.

(b) An application for approval of the transfer of structured settlement payment rights by a conservator or guardian appointed by a Probate Court of this state shall be brought by the transferee in the Probate Court having jurisdiction over the conservator or guardian. Upon the filing of an application in a Probate Court under this section, the court shall give notice of the time and place of the hearing by first class mail to the interested parties and to the parties to the conservatorship or guardianship matter. The court shall hear and decide the matter in accordance with the provisions of sections 52-225g to 52-225l, inclusive.

[(b)] (c) Not less than twenty days prior to the scheduled hearing on any application for approval of a transfer of structured settlement payment rights under section 52-225i, the transferee shall file with the court or responsible administrative authority and serve on all interested parties a notice of the proposed transfer and the application for its approval, including with the notice:

(1) A copy of the transferee’s application;

(2) A copy of the transfer agreement;

(3) A copy of the disclosure statement required under section 52-225h;

(4) A listing of each of the payee’s dependents, together with each dependent’s age;

(5) Notification that any interested party is entitled to support, oppose or otherwise respond to the transferee’s application, either in person or by counsel, by submitting written comments to the court or responsible administrative authority or by participating in the hearing; and

(6) Notification of the time and place of the hearing and notification of the manner in which and the time by which written responses to the application must be filed, which shall be not less than fifteen days after service of the transferee’s notice, in order to be considered by the court or responsible administrative authority.

Sec. 17. Section 45a-317a of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

Any person interested in the estate of a deceased person and having a need to obtain financial information concerning the deceased person for the limited purpose of determining whether the estate may be settled as a small estate under section 45a-273, or having a need to obtain financial or medical information concerning the deceased person for the limited purpose of investigating a potential cause of action of the estate, surviving spouse, children, heirs or other dependents of the deceased person, or a potential claim for benefits under a workers’ compensation act, an insurance policy or other benefits in favor of the estate, surviving spouse, children, heirs or other dependents of the deceased person, may apply to the Probate Court having jurisdiction of the estate of the deceased person for the appointment of an estate examiner. The Probate Court may grant the application and appoint an estate examiner for such limited purpose if the court finds that such appointment would be in the interests of the estate or in the interests of the surviving spouse, children, heirs or other dependents of the deceased person. If the court appoints an estate examiner under this section, the court may require a probate bond or may waive such bond requirement. The court shall limit the authority of the estate examiner to disclose the information obtained by the estate examiner, as appropriate, and may issue an appropriate order for the disclosure of such information. Any order appointing an estate examiner under this section, and any certificate of [the] appointment [of a fiduciary] issued by the clerk of the court, shall indicate (1) the duration of the estate examiner’s appointment, and (2) that such estate examiner has no authority over the assets of the deceased person.

Sec. 18. Section 45a-669 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

[For purposes of sections 45a-669 to 45a-683, inclusive, the following terms shall have the following meanings] As used in sections 45a-669 to 45a-683, inclusive, as amended by this act, and section 19 of this act:

[(a)] (1) “Plenary guardian” means a person, legally authorized state official, corporation, limited liability company, partnership or other entity recognized under the laws of this state, whether or not operated for profit, except a hospital, nursing home facility, as defined in section 19a-521, or residential care home, as defined in section 19a-521, appointed by a Probate Court pursuant to the provisions of sections 45a-669 to 45a-683, inclusive, as amended by this act, to supervise all aspects of the care of an adult person, as enumerated in subsection (d) of section 45a-677, for the benefit of such adult, who by reason of the severity of intellectual disability, has been determined to be totally unable to meet essential requirements for his or her physical health or safety and totally unable to make informed decisions about matters related to his or her care.

[(b)] (2) “Legally competent” means having the legal power to direct one’s personal and financial affairs. All persons in this state eighteen years of age and over are legally competent unless determined otherwise by a court in accordance with the provisions of sections 45a-669 to 45a-683, inclusive, as amended by this act, or unless otherwise provided by law.

[(c)] (3) “Limited guardian” means a person, legally authorized state official, corporation, limited liability company, partnership or other entity recognized under the laws of this state, whether or not operated for profit, except a hospital or nursing home, as defined in section 19a-521, appointed by a Probate Court pursuant to the provisions of sections 45a-669 to 45a-683, inclusive, as amended by this act, to supervise certain specified aspects of the care of an adult person, as enumerated in subsection (d) of section 45a-677, for the benefit of such adult, who by reason of the severity of intellectual disability, has been determined to be able to do some, but not all, of the tasks necessary to meet essential requirements for his or her physical health or safety or to make some, but not all, informed decisions about matters related to his or her care.

[(d)] (4) “Intellectual disability” [means the condition defined as intellectual disability pursuant to] has the same meaning as provided in section 1-1g.

[(e)] (5) “Respondent” means an adult person for whom a petition for guardianship or limited guardianship of the person has been filed.

[(f)] (6) “Unable to meet essential requirements for his or her physical health or safety” means the inability through one’s own efforts and through acceptance of assistance from family, friends and other available private and public sources, to meet one’s needs for medical care, nutrition, clothing, shelter, hygiene or safety so that, in the absence of a guardian, serious physical injury, illness or disease is likely to occur.

[(g)] (7) “Unable to make informed decisions about matters related to his or her care” means the inability of a person with intellectual disability to achieve a rudimentary understanding, after conscientious efforts at explanation, of information necessary to make decisions about his or her need for physical or mental health care, food, clothing, shelter, hygiene, protection from physical abuse or harm, or other care.

(8) “Unable to manage his or her finances” means the inability of a person with intellectual disability to receive and evaluate information or make or communicate decisions to such an extent that the person is unable, even with appropriate assistance, to perform the functions inherent in managing his or her finances.

[(h)] (9) “Protected person” means a person for whom a guardianship is granted under sections 45a-669 to 45a-683, inclusive, as amended by this act.

Sec. 19. (NEW) (Effective January 1, 2018) (a) A plenary or limited guardian appointed under section 45a-676 of the general statutes may petition for authority to manage the finances of a protected person whose assets do not exceed ten thousand dollars. The petition shall be filed in the Probate Court that appointed the guardian. If a petition under this section is filed simultaneously with a guardianship petition under section 45a-670 of the general statutes, the court may conduct one hearing on both petitions.

(b) The court shall cause notice of a hearing under this section to be given in the manner specified in sections 45a-671 and 45a-672 of the general statutes. The protected person is entitled to counsel in accordance with section 45a-673 of the general statutes and has the right to attend the hearing as set forth in section 45a-675 of the general statutes.

(c) At a hearing under this section, the court shall receive evidence on the ability of the protected person to manage his or her finances, including a written report or testimony by a Department of Developmental Services assessment team in accordance with section 45a-674 of the general statutes.

(d) If the court finds by clear and convincing evidence that (1) the protected person’s assets do not exceed ten thousand dollars, and (2) the protected person is unable to manage his or her finances, the court may authorize the plenary or limited guardian to hold and manage all or any part of the protected person’s income and assets for the benefit of the protected person and may assign other specific duties to the guardian with respect to the protected person’s finances. Except as provided in section 45a-139 of the general statutes, or in rules of procedure adopted under section 45a-78 of the general statutes, the court shall require a probate bond of the guardian. Unless excused by the court, the guardian shall file an inventory of all assets of the protected person not later than sixty days after the date on which the decree granting authority over the protected person’s finances is mailed and shall submit periodic and final accounts in accordance with section 45a-177 of the general statutes, as amended by this act.

(e) The guardian’s authority to manage the finances of the protected person shall terminate on the date on which the assets first exceed ten thousand dollars, provided the court may extend the guardian’s authority for a period not to exceed sixty days if a person files a petition to appoint a conservator under sections 45a-644 to 45a-663, inclusive, of the general statutes. The guardian shall inform the court, in writing, not later than thirty days after the date on which the protected person’s assets first exceed ten thousand dollars.

Sec. 20. Section 45a-177 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

(a) All conservators, guardians and trustees, including (1) those entrusted with testamentary trusts unless excused by the will creating the trust, (2) conservators of the person authorized under subsection (a) of section 45a-656 to manage the finances of a conserved person, and (3) guardians of adults with intellectual disability authorized under section 19 of this act to manage the finances of a protected person, shall render periodic accounts of their trusts signed under penalty of false statement to the Probate Court having jurisdiction for allowance, at least once during each three-year period and more frequently if required by the court or by the will or trust instrument creating the trust. At the end of each three-year period from the date of the last allowance of a periodic account, or upon the earlier receipt of a final account, there shall be a hearing on all periodic accounts not previously allowed, and the final account, if any, in accordance with sections 45a-178 and 45a-179.

(b) If the estate held by any person in any such fiduciary capacity is less than two thousand dollars, or, in the case of a corporate fiduciary under the supervision of the Banking Commissioner or any other fiduciary bonded by a surety company authorized to do business in this state, ten thousand dollars, such fiduciary shall not be required to render such account unless so ordered by the court.

Sec. 21. Subsection (f) of section 45a-175 of the general statutes is repealed and the following is substituted in lieu thereof (Effective January 1, 2018):

(f) If the court finds such appointment to be necessary and in the best interests of the estate, the court upon its own motion may appoint an auditor to be selected from a list provided by the Probate Court Administrator, to examine accounts over which the court has jurisdiction under this section, except those accounts on matters in which the fiduciary or cofiduciary is a corporation having trust powers. [The Probate Court Administrator shall promulgate regulations in accordance with section 45a-77 concerning the compilation of a list of qualified auditors.] The list of auditors compiled by the Probate Court Administrator shall be comprised of individuals who hold a license from the State Board of Accountancy as a certified public accountant or public accountant. The Probate Court Administrator may from time to time establish hourly rates and allowable expenses for the compensation of auditors under this section. Costs of the audit may be charged to the fiduciary, any party in interest and the estate, in such proportion as the court shall direct if the court finds such charge to be equitable. Any such share may be paid from the fund established under section 45a-82, subject to the approval of the Probate Court Administrator, if it is determined that the person obligated to pay such share is unable to pay or to charge such amount to the estate would cause undue hardship.

Sec. 22. Subsection (a) of section 45a-616a of the general statutes is repealed and the following is substituted in lieu thereof (Effective from passage):

(a) In appointing a guardian of the person of a minor pursuant to section 45a-616 or at any time following such appointment, the Court of Probate may establish a permanent guardianship if the court provides notice to each parent that the parent may not petition for reinstatement as guardian or petition to terminate the permanent guardianship, except as provided in subsection (b) of this section, or the court indicates on the record why such notice could not be provided, and the court finds by clear and convincing evidence that the establishment of a permanent guardianship is in the best interests of the minor and that the following have been proven by clear and convincing evidence:

(1) One of the grounds for termination of parental rights, as set forth in subparagraphs (A) to [(G)] (H), inclusive, of subdivision (2) of subsection (g) of section 45a-717 exists, or the parents have voluntarily consented to the appointment of a permanent guardian;

(2) Adoption of the minor is not possible or appropriate;

(3) (A) If the minor is at least twelve years of age, such minor consents to the proposed appointment of a permanent guardian, or (B) if the minor is under twelve years of age, the proposed permanent guardian is a relative or already serving as the permanent guardian of at least one of the minor’s siblings;

(4) The minor has resided with the proposed permanent guardian for at least one year; and

(5) The proposed permanent guardian is suitable and worthy and committed to remaining the permanent guardian and assuming the rights and responsibilities for the minor until the minor reaches the age of majority.

Sec. 23. Section 45a-752 of the general statutes is repealed. (Effective from passage)

Approved June 30, 2017

Source as of 05/03/2018: https://www.cga.ct.gov/2017/act/pa/2017PA-00136-R00HB-07082-PA.htm

pdf. Backup: AN ACT CONCERNING PROBATE COURT OPERATIONS PDF.

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“The Scandal of Connecticut’s Probate Courts,” Statement of Prof. John H. Langbein to Conn. Legislature Committee

 

“The Scandal of Connecticut’s Probate Courts,” Statement of Prof. John H. Langbein to Conn. Legislature Committee
The Scandal of Connecticut’s Probate Courts

5/2/2018 Source: https://law.yale.edu/yls-today/news/scandal-connecticuts-probate-courts-statement-prof-john-h-langbein-conn-legislature-committee

Statement of Professor John H. Langbein
Sterling Professor of Law and Legal History
Yale Law School

Testimony to Connecticut Legislature Committee on Program
Review and Investigations, Hartford, CT. October 7, 2005

I appreciate the opportunity to appear before the Committee to speak about the problems of Connecticut’s probate courts. I specialize in trust, estate, and probate law. I have taught, written, and served as a legislative drafter in the probate field for more than three decades. I am a fellow of the American College of Trust and Estate Counsel and a member of the International Academy of Trust and Estate Law. I serve as one of Connecticut’s Commissioners on Uniform State Laws. For the Uniform Law Commission, I was the reporter and principal drafter of the Uniform Prudent Investor Act, which governs fiduciary investing in Connecticut and most other states. For the American Law Institute, I serve as Associate Reporter for the Restatement (Third) of Property: Wills and Other Donative Transfers (Vol. 1, 1999; Vol. 2, 2003, Vol. 3, in preparation).

“Don’t Die in Connecticut”

When citizens of our state ask me about Connecticut probate, I give this simple advice: Try not to die in Connecticut. If you are a person of means, you should–late in life–establish your domicile in some place such as Florida or Maine or Arizona that has a responsible probate system. You can still own a Connecticut home and spend plenty of time here. Indeed, if you place title to your Connecticut home in a Florida trust, your trustee can even transfer the house after your death without going through Connecticut probate.

I am not the only person who gives such advice. If you go for a drive in Connecticut’s affluent towns and suburbs in the summer and fall, you’ll see all the grey-haired drivers sporting their Florida license plates. Some of these people would leave even if they did not fear Connecticut probate, in order to escape our state income tax and our winter weather. But for many, I am certain, the final straw that causes them to change domicile is the prospect of having their estates ripped off in Connecticut’s probate courts. By encouraging these people to leave our state, Connecticut probate causes the state to lose the income tax and other tax revenue that goes where they go.

Connecticut probate is a national scandal. Our bad reputation is long standing. More than 50 years ago, in 1949, Professor Thomas Atkinson of NYU, then the leading American authority on the field, wrote that “Connecticut is just about at the bottom of the list so far as its probate court system is concerned.” (59 Yale L.J. at 1409 n. 59 (1950).)

I move in national trust and estate circles, where Connecticut probate is routinely discussed as a disgrace. For estate planning professionals and law professors, Connecticut is the poster child for how not to organize probate courts.

The Five Core Failings

There are five major (and deeply interconnected) structural flaws in Connecticut probate:
(1) the wasteful multiplicity of our probate courts;
(2) the use of persons who are not legally trained to serve as judges;
(3) the corruption that inheres in having lawyers sit as judges part-time, while they continue to practice law;
(4) the perverse incentives of Connecticut’s probate court fee system, which rewards the probate judges for inflicting makework on estates; and
(5) the sustained, self-serving opposition that the probate judges have mounted to protect their turf and fight off benign national trends and standards in probate procedure that would reduce expense for our citizens.

I will discuss each.

Waste

Connecticut has 123 separate probate courts, with 123 probate judges, 123 separate offices, 123 separate budgets, 123 separate staffs. A few of the courts operate full time, most do not. Some in fact operate only a few hours a week, although the judges and the staffs obtain such perks of full-time employment as full health insurance. Maintaining these 123 courts and staffs is hugely wasteful, especially the many that sit idle much of the week.

In Essex, for example, whose population is 6,730, I am told that the part-time probate judge takes down about $58,000 in compensation plus full heath insurance.

Nobody has done a careful study of how many probate courts our state really needs, but my starting estimate is about one-tenth the number we have. A dozen courts rather than ten dozen, staffed with professional judges and operating full time, would do a far better job at a fraction of the cost.

Connecticut probate is horribly expensive. Filing fees and subsequent charges are far higher than elsewhere. Recently, the probate courts extended their fees to nonprobate transfers such as life insurance and joint tenancy, for which, by definition, no probate services are needed. The reason our citizens suffer these voracious fees is quite simple: Our citizens are being made to feed ten times more probate courts and probate judges than they need.

Amateur Judges

Connecticut law does not require probate judges to be legally trained, even though probate judges make legal decisions that affect the property and liberty of our citizens. These judges decide who owns the property of a decedent, they decide whether to strip a citizen of his or her liberty by declaring the citizen incompetent. Such powers ought not to be in the hands of persons who lack legal training. If you exercise the power to take away somebody’s liberty or property, you should have a strong command of the complex substantive and procedural rules that are meant to govern such decisions.

Indeed, it is far from clear that Connecticut probate could withstand constitutional scrutiny on this ground under the Due Process clause of the U.S. Constitution. When liberty and property are at stake, the state has an obligation to operate under procedures commensurate with the seriousness of the affected interests. See, e.g., Mathews v. Eldridge, 424 U.S. 319 (1976).

Connecticut’s reliance on nonlawyer judges contributes directly to the wastefulness of our probate procedure. It is the source of the Duplicate Trial rule, that is, the rule that allows appeal de novo to the Superior Court. In this way, Connecticut allows a litigant who is determined to have a contested probate matter heard by a professional judge to do so, but only after making that person pay for two full trials.

Part-Time Judges

Fortunately, many of our probate judges are legally trained. Unfortunately, most of those are part-timers who practice law when they are not serving as judges. The result is rampant conflict-of-interest and cronyism. If you are the probate judge in Bethany on Monday and I am the probate judge in Woodbridge on Tuesday, and we each practice law before each other, or our partners practice there, abuse is invited. I am reluctant to rule against you or your partner, because I know that you could rule unfavorably against the case that my partner or I am handling before you. The danger of favoritism in such circumstances is ever present.

The solution is obvious. Judges should be required to be full-time officers of justice, legally trained, but forbidden to practice law or to be partners in law firms. We do not need 123 full-time probate judges. Thus, achieving proper professionalization of our probate courts is intimately connected to reducing the number of these courts.

The Fee System

The worst feature of Connecticut’s probate courts is the fee system. These courts are run on the same principle as a Popeye’s Chicken franchise or a Midas Muffler store: The proprietor gets paid by the amount of business he or she can drum up. If you run a Popeye’s outlet, the more chicken you sell, the more money you make. If you run a Connecticut probate franchise, you are also an entrepreneur who can maximize your fee income by making estates engage in needless filings and seek needless approvals. The more work you impose on estates that don’t need it, the more money you make. The more paperwork the judge orders up, the more money finds its way into the judge’s pocket. The sad truth is that much of what goes on in Connecticut probate courts can only be called a shakedown. Our procedures invite judges to extort money from the estates of decedents by insisting upon needless court filings and court approvals.

The perverse financial incentives that pervade our probate system are a disgrace. Goal Number One of probate reform in Connecticut should be to sever the link between court proceedings and profit. Any system of judicial procedure that compensates judges or court officers for stirring up more work is wrong.

Fighting Reform

We know exactly how to fix probate procedure in the United States. The Uniform Law Commission worked out the reform model in the 1960s, when it brought together leading judges, legislators, and scholars to draft the Uniform Probate Code. The Code calls for full time professional judges, upgraded to the level of the court of general jurisdiction, and the Code reforms probate procedure by eliminating makework. The Code is in effect in many states, from Maine to Hawaii.

The essential procedural reform in the Code is the rule that estate administration need not be subjected to detailed court supervision unless an interested party petitions for such supervision. The Code reflects the understanding that most executors or administrators are trustworthy family members or professional fiduciaries who can administer estates faithfully without detailed and costly court supervision. The Code makes unsupervised administration the norm, while preserving the option for any mistrustful or aggrieved party to remove the estate from that track and insist upon judicial supervision.

For four decades many Connecticut probate judges have used their considerable political influence to keep our state from moving in this direction. The reason is simple: They want the fees. Our corrupt system of franchise-style probate courts has given the judges a powerful vested interest in preventing reforms that would lower costs and speed probate procedure.

Tarnishing Connecticut Justice

One of the saddest features of Connecticut’s corrupt probate system is that it tarnishes the whole of the state’s system of justice. In truth, apart from probate, Connecticut has what is surely one of the finest civil justice systems in the United States. The trial and appellate benches are staffed with able judges, selected largely on merit, who have developed a splendid reputation for trustworthy judicial administration.

The obvious solution to our probate mess, when you have superior courts as good as ours, and probate courts as disgraceful as ours, is to abolish the probate court and merge it into a specialized division of the superior court. That solution, widely followed in other states, is what the Uniform Probate Code has long recommended.

5/2/2018 Source: https://law.yale.edu/yls-today/news/scandal-connecticuts-probate-courts-statement-prof-john-h-langbein-conn-legislature-committee

5/2/2018 Web Page Data backup PDF: The Scandal of Connecticut’s Probate Courts, Statement of Prof John H Langbein

 

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Connecticut Probate: AUDITORS’ REPORT OFFICE OF THE PROBATE COURT ADMINISTRATOR FOR THE FISCAL YEARS ENDED JUNE 30, 2013, 2014, 2015, and 2016

STATE OF CONNECTICUT

AUDITORS OF PUBLIC ACCOUNTS
JOHN C. GERAGOSIAN  ROBERT J. KANE
AUDITORS’ REPORT
OFFICE OF THE PROBATE COURT ADMINISTRATOR
FOR THE FISCAL YEARS ENDED JUNE 30, 2013, 2014,
2015, and 2016

Table Of Contents
INTRODUC………………………………………………………………………………………. 1

COMMENTS……………………………………………………………………………………… 2

FOREWORD ……………………………………………………………………………………. 2
Probate Court Budget Committee ………………………………………………………. 3
Connecticut Probate Assembly…………………………………………………………… 3
Council on Probate Judicial Conduct …………………………………………………. 4
Significant Legislation………………………………………………………………………. 4

RÉSUMÉ OF OPERATIONS…………………………………………………………….. 6
Probate Fund Receipts and Expenditures………………………………………….. 6
General Fund Transfers and the Probate Court Administration Fund…… 7
Special Revenue Fund – Federal and Other Restrict Account ……………… 8
Other Matter – Prior Assessment Reporting and Collection…………………. 8
STATE AUDITORS’ FINDINGS AND RECOMMENDATIONS……………… 9
Personnel Records……………………………………………………………………………. 9
Statutory Probate Fee Calculation………………………………………………………… 10
Mileage Reimbursement……………………………………………………………………… 11
Whistleblower Process ………………………………………………………………………… 12

RECOMMENDATIONS……………………………………………………………………….. 14

ACKNOWLEDGEMENT……………………………………………………………………….. 17

CONCLUSION…………………………………………………………………………………….. 18

STATE OF CONNECTICUT

AUDITORS OF PUBLIC ACCOUNTS

JOHN C. GERAGOSIAN ROBERT J. KANE
State Capitol
210 Capitol Avenue
Hartford, Connecticut 06106-1559

April 27, 2018

AUDITORS’ REPORT
OFFICE OF THE PROBATE COURT ADMINISTRATOR
FOR THE FISCAL YEARS ENDED JUNE 30, 2013, 2014, 2015 AND 2016

We have audited certain operations of the Office of the Probate Court Administrator (PCA)
in fulfillment of our duties under Section 2-90 of the Connecticut General Statutes. The scope of our audit included, but was not necessarily limited to, the years ended June 30, 2013, 2014, 2015 and 2016. The objectives of our audit were to:
1. Evaluate the office’s internal controls over significant management and financial
functions;
2. Evaluate the office’s compliance with policies and procedures internal to the department
or promulgated by other state agencies, as well as certain legal provisions; and
3. Evaluate the economy and efficiency of certain management practices and operations,
including certain financial transactions.

Our methodology included reviewing written policies and procedures, financial records,
minutes of meetings, and other pertinent documents; interviewing various personnel of the
department, as well as certain external parties; and testing selected transactions. We obtained an
understanding of internal controls that we deemed significant within the context of the audit
objectives and assessed whether such controls have been properly designed and placed in
operation. We tested certain of those controls to obtain evidence regarding the effectiveness of
their design and operation. We also obtained an understanding of legal provisions that are
significant within the context of the audit objectives, and we assessed the risk that illegal acts,
including fraud, and violations of contracts, grant agreements, or other legal provisions could
occur. Based on that risk assessment, we designed and performed procedures to provide
reasonable assurance of detecting instances of noncompliance significant to those provisions.

See Full Report and Source: https://www.cga.ct.gov/apa/reports/Probate%20Court%20Administrator_20180427_FY2013,2014,2015.pdf

PDF. Probate Court Administrator_20180427_FY2013,2014,2015

 

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Connecticut LLC. News 2017: The New Connecticut Uniform Limited Liability Company Act and its Effect on Your Operating Agreement (“CULLCA”) went into effect in Connecticut on July 1, 2017.

The New Connecticut Uniform Limited Liability Company Act and its Effect on Your Operating Agreement

The Connecticut Uniform Limited Liability Company Act (“CULLCA”) went into effect in Connecticut on July 1, 2017. The new statute replaces Connecticut’s limited liability company act (the “Old LLC Act”) and is based on the Revised Uniform Limited Liability Company Act which has been enacted in eighteen (18) states and proposed in at least two (2) others. CULLCA applies to all limited liability companies in Connecticut but generally respects the terms of existing Operating Agreements, with a few exceptions. These exceptions should prompt LLC members and managers to review their company documents and consult with counsel to ensure the changes will not adversely affect the business going forward.

Source: https://www.cga.ct.gov/2017/act/pa/2017PA-00108-R00HB-07311-PA.htm

Connecticut Seal

Connecticut Seal
Substitute House Bill No. 7311

Public Act No. 17-108

AN ACT CONCERNING LIMITED LIABILITY COMPANIES AND BUSINESS CORPORATIONS.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Section 33-756 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) [A director shall discharge his duties as a director, including his duties as a member of a committee] Each member of the board of directors, when discharging the duties of a director, shall act: (1) In good faith; [(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3)] and (2) in a manner [he] the director reasonably believes to be in the best interests of the corporation.

[(b) In discharging his duties a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.

(c) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.

(d) For purposes of sections 33-817, 33-830, 33-831, 33-841 and 33-844, a director of a corporation which has a class of voting stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as the same has been or hereafter may be amended from time to time, in addition to complying with the provisions of subsections (a) to (c), inclusive, of this section, may consider, in determining what he reasonably believes to be in the best interests of the corporation, (1) the long-term as well as the short-term interests of the corporation, (2) the interests of the shareholders, long-term as well as short-term, including the possibility that those interests may be best served by the continued independence of the corporation, (3) the interests of the corporation’s employees, customers, creditors and suppliers, and (4) community and societal considerations including those of any community in which any office or other facility of the corporation is located. A director may also in his discretion consider any other factors he reasonably considers appropriate in determining what he reasonably believes to be in the best interests of the corporation.

(e) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.

(f) A director is not liable under this section for any act or omission in the course of performing the duties of a director under subsection (a) of section 33-1358 if the director performed such duties in compliance with this section and section 33-1358.]

(b) The members of the board of directors or a board committee, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

(c) In discharging board or committee duties, a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.

(d) In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subdivision (1) or (3) of subsection (f) of this section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board’s functions that are delegable under applicable law.

(e) In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (f) of this section.

(f) A director is entitled to rely, in accordance with subsection (d) or (e) of this section, on: (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports or statements provided; (2) legal counsel, public accountants or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters (A) within the particular person’s professional or expert competence, or (B) as to which the particular person merits confidence; or (3) a board committee of which the director is not a member if the director reasonably believes the committee merits confidence.

(g) For the purposes of sections 33-817, as amended by this act, 33-830, 33-831, 33-841 and 33-844, a director of a corporation that has a class of voting stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as the same has been or hereafter may be amended from time to time, in addition to complying with the provisions of subsections (a) to (c), inclusive, of this section, may consider, in determining what the director reasonably believes to be in the best interests of the corporation, (1) the long-term as well as the short-term interests of the corporation, (2) the interests of the shareholders, long-term as well as short-term, including the possibility that those interests may be best served by the continued independence of the corporation, (3) the interests of the corporation’s employees, customers, creditors and suppliers, and (4) community and societal considerations, including those of any community in which any office or other facility of the corporation is located. A director may also consider, in the discretion of such director, any other factors the director reasonably considers appropriate in determining what the director reasonably believes to be in the best interests of the corporation.

Sec. 2. (NEW) (Effective October 1, 2017) (a) A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that:

(1) No defense interposed by the director based on (A) any provision in the certificate of incorporation authorized by subdivision (4) or (6) of subsection (b) of section 33-636 of the general statutes, as amended by this act, or (B) the protection afforded by section 33-782 of the general statutes, for action taken in compliance with section 33-783 or 33-784 of the general statutes, as amended by this act, or (C) the protection afforded by section 33-785 of the general statutes, as amended by this act, precludes liability of the director; and

(2) The challenged conduct consisted of or was the result of (A) an action not in good faith; (B) a decision (i) which the director did not reasonably believe to be in the best interests of the corporation, or (ii) as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; (C) a lack of objectivity due to the director’s familial, financial or business relationship with, or a lack of independence due to the director’s domination or control by, another person having a material interest in the challenged conduct (i) which relationship or which domination or control could reasonably be expected to have affected the director’s judgment respecting the challenged conduct in a manner adverse to the corporation, and (ii) after a reasonable expectation to such effect has been established, the director has not established that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation; (D) a sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making, or causing to be made, appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need for such inquiry; or (E) the receipt of a financial benefit to which the director was not entitled or any other breach of the director’s duties to deal fairly with the corporation and its shareholders that is actionable under applicable law.

(b) The party seeking to hold the director liable:

(1) For money damages, shall also have the burden of establishing that (A) harm to the corporation or its shareholders has been suffered, and (B) the harm suffered was proximately caused by the director’s challenged conduct;

(2) For other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, shall also have whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances; or

(3) For other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, shall also have whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.

(c) Nothing in this section shall:

(1) In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the corporation under subdivision (3) of subsection (b) of section 33-782 of the general statutes, alter the burden of proving the fact or lack of fairness otherwise applicable;

(2) Alter the fact or lack of liability of a director under any provision in sections 33-600 to 33-998, inclusive, of the general statutes such as the provisions governing the consequences of an unlawful distribution under section 33-757 of the general statutes or a transactional interest under section 33-782 of the general statutes; or

(3) Affect any rights to which the corporation or a shareholder may be entitled under another chapter of the general statutes or a section of the United States Code.

Sec. 3. (NEW) (Effective October 1, 2017) As used in this section and sections 4 to 10, inclusive, of this act:

(1) “Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation or the shareholders.

(2) “Date of the defective corporate action” means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken.

(3) “Defective corporate action” means (A) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but that is void or voidable due to a failure of authorization, and (B) an overissue.

(4) “Failure of authorization” means the failure to authorize, approve or otherwise effect a corporate action in compliance with the provisions of sections 33-600 to 33-998, inclusive, of the general statutes, the certificate of incorporation or bylaws of the corporation, a corporate resolution or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable.

(5) “Overissue” means the purported issuance of: (A) Shares of a class or series in excess of the number of shares of a class or series the corporation has the power to issue under section 33-665 of the general statutes at the time of such issuance; or (B) shares of any class or series that is not then authorized for issuance by the certificate of incorporation.

(6) “Putative shares” means the shares of any class or series, including shares issued upon exercise of rights, options, warrants or other securities convertible into shares of the corporation, or interests with respect to such shares, that were created or issued as a result of a defective corporate action, that (A) but for any failure of authorization would constitute valid shares, or (B) cannot be determined by the board of directors to be valid shares.

(7) “Valid shares” means the shares of any class or series that have been duly authorized and validly issued in accordance with sections 33-600 to 33-998, inclusive, of the general statutes, including as a result of ratification or validation under this section and sections 4 to 10, inclusive, of this act.

(8) “Validation effective time” means, with respect to any defective corporate action ratified under this section and sections 4 to 10, inclusive, of this act, the later of (A) the time at which the ratification of the defective corporate action is approved by the shareholders, or if approval of shareholders is not required, the time at which the notice required by section 7 of this act becomes effective in accordance with section 33-603 of the general statutes; and (B) the time at which any certificate of validation filed in accordance with section 9 of this act becomes effective. The validation effective time shall not be affected by the filing or pendency of a judicial proceeding under section 10 of this act or any other provision of law, unless otherwise ordered by the Superior Court.

Sec. 4. (NEW) (Effective October 1, 2017) (a) A defective corporate action shall not be void or voidable if ratified in accordance with section 5 of this act or validated in accordance with section 10 of this act.

(b) Ratification under section 5 of this act or validation under section 10 of this act shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with sections 3 to 10, inclusive, of this act shall not, of itself, affect the validity or effectiveness of any corporate action ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.

(c) In the case of an overissue, putative shares shall be valid shares effective as of the date originally issued or purportedly issued upon: (1) The effectiveness under sections 3 to 10, inclusive, of this act, and under sections 33-795 to 33-809, inclusive, of the general statutes of an amendment to the certificate of incorporation authorizing, designating or creating such shares; or (2) the effectiveness of any other corporate action under sections 3 to 10, inclusive, of this act, ratifying the authorization, designation or creation of such shares.

Sec. 5. (NEW) (Effective October 1, 2017) (a) To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection (b) of this section, the board of directors shall take action ratifying the action in accordance with section 6 of this act, stating: (1) The defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued; (2) the date of the defective corporate action; (3) the nature of the failure of authorization with respect to the defective corporate action to be ratified; and (4) that the board of directors approves the ratification of the defective corporate action.

(b) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under subdivision (2) of subsection (a) of section 33-639 of the general statutes, a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action, stating: (1) The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation; (2) the earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and (3) that the ratification of the election of such person or persons as the initial board of directors is approved.

(c) If any provision of sections 33-600 to 33-998, inclusive, of the general statutes, the certificate of incorporation or bylaws, any corporate resolution or any plan or agreement to which the corporation is a party in effect at the time action under subsection (a) of this section is taken requires shareholder approval or would have required shareholder approval at the date of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (a) of this section shall be submitted to the shareholders for approval in accordance with section 6 of this act.

(d) Unless otherwise provided in the action taken by the board of directors under subsection (a) of this section, after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders.

Sec. 6. (NEW) (Effective October 1, 2017) (a) The quorum and voting requirements applicable to a ratifying action by the board of directors under subsection (a) of section 5 of this act shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken.

(b) If the ratification of the defective corporate action requires approval by the shareholders under subsection (c) of section 5 of this act, and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative shares, regardless of whether entitled to vote, of the record date for notice of the meeting and of the date of the defective corporate action, except that notice shall not be required to be given to holders of valid or putative shares whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one of the purposes, of the meeting is to consider ratification of a defective corporate action and must be accompanied by (1) either a copy of the action taken by the board of directors in accordance with subsection (a) of section 5 of this act or the information required by subdivisions (1) to (4), inclusive, of subsection (a) of section 5 of this act, and (2) a statement that any claim that the ratification of such defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought not later than one hundred twenty days after the applicable validation effective time.

(c) Except as provided in subsection (d) of this section with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders required by subsection (c) of section 5 of this act shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of such shareholder approval.

(d) The approval by shareholders to ratify the election of a director requires that the votes cast within the voting group favoring such ratification exceed the votes cast opposing such ratification of the election at a meeting at which a quorum is present.

(e) Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders under subsection (c) of section 5 of this act, and without giving effect to any ratification of putative shares that becomes effective as a result of such vote, shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.

(f) If the approval under this section of putative shares would result in an overissue, in addition to the approval required by section 5 of this act, approval of an amendment to the certificate of incorporation under sections 33-795 to 33-809, inclusive, of the general statutes to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares so there would be no overissue shall also be required.

Sec. 7. (NEW) (Effective October 1, 2017) (a) Unless shareholder approval is required under subsection (c) of section 5 of this act, prompt notice of an action taken under said section shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of (1) the date of such action by the board of directors, and (2) the date of the defective corporate action ratified under sections 3 to 10, inclusive, of this act, provided notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.

(b) The notice must contain (1) either a copy of the action taken by the board of directors in accordance with subsection (a) or (b) of section 5 of this act, or the information required by subdivisions (1) to (4), inclusive, of subsection (a) of said section or subdivisions (1) to (3), inclusive, of subsection (b) of said section, as applicable, and (2) a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought not later than one hundred twenty days after the applicable validation effective time.

(c) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under subsection (c) of section 5 of this act if notice is given in accordance with subsection (b) of section 6 of this act.

(d) A notice required by this section may be given in any manner permitted by section 33-603 of the general statutes and, for any corporation subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as from time to time amended, may be given by means of a filing or furnishing of such notice with the United States Securities and Exchange Commission.

Sec. 8. (NEW) (Effective October 1, 2017) From and after the validation effective time, and without regard to the one-hundred-twenty-day period during which a claim may be brought under section 10 of this act: (1) Each defective corporate action ratified in accordance with section 5 of this act shall not be void or voidable as a result of the failure of authorization identified in the action taken under subsection (a) or (b) of said section and shall be deemed a valid corporate action effective as of the date of the defective corporate action; (2) the issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the action taken under section 5 of this act shall not be void or voidable, and each such putative share or fraction of a putative share shall be deemed to be an identical share or fraction of a valid share as of the time it was purportedly issued; and (3) any corporate action taken subsequent to the defective corporate action ratified in accordance with sections 3 to 10, inclusive, of this act, in reliance on such defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from such original defective corporate action, shall be valid as of the time taken.

Sec. 9. (NEW) (Effective October 1, 2017) (a) If the defective corporate action ratified under sections 3 to 10, inclusive, of this act would have required under any other provision of sections 33-600 to 33-998, inclusive, of the general statutes a filing in accordance with sections 33-600 to 33-998, inclusive, of the general statutes, then, whether or not a filing was previously made in respect to such defective corporate action and in lieu of a filing otherwise required by said sections of the general statutes, the corporation shall file a certificate of validation in accordance with this section, and such certificate of validation shall serve to amend or substitute for any other filing with respect to such defective corporate action required by said sections of the general statutes.

(b) The certificate of validation must set forth: (1) The defective corporate action that is the subject of the certificate of validation including, in the case of any defective corporate action involving the issuance of putative shares, the number and type of putative shares issued and the date or dates upon which such putative shares were purported to have been issued; (2) the date of the defective corporate action; (3) the nature of the failure of authorization in respect of the defective corporate action; (4) a statement that the defective corporate action was ratified in accordance with section 5 of this act, including the date on which the board of directors ratified such defective corporate action and the date, if any, on which the shareholders approved the ratification of such defective corporate action; and (5) the information required by subsection (c) of this section.

(c) The certificate of validation must also contain the following information: (1) If a filing was previously made in respect to the defective corporate action and no changes to such filing are required to give effect to the ratification of such defective corporate action in accordance with section 5 of this act, the certificate of validation must set forth (A) the name, title and filing date of the filing previously made and any certificate of correction to that filing, and (B) a statement that a copy of the filing previously made, together with any certificate of correction to that filing, is attached as an exhibit to the certificate of validation; (2) if a filing was previously made in respect of the defective corporate action and such filing requires any change to give effect to the ratification of such defective corporate action in accordance with section 5 of this act, the certificate of validation must set forth (A) the name, title and filing date of the filing previously made and any certificate of correction to that filing, (B) a statement that a filing containing all of the information required to be included under the applicable provisions of sections 33-600 to 33-998, inclusive, of the general statutes to give effect to such defective corporate action is attached as an exhibit to the certificate of validation, and (C) the date and time that such filing is deemed to have become effective; or (3) if a filing was not previously made in respect of the defective corporate action and the defective corporate action ratified under section 5 of this act would have required a filing under any other provision of sections 33-600 to 33-998, inclusive, of the general statutes, the certificate of validation must set forth (A) a statement that a filing containing all of the information required to be included under the applicable provision or provisions of sections 33-600 to 33-998, inclusive, of the general statutes to give effect to such defective corporate action is attached as an exhibit to the certificate of validation, and (B) the date and time that such filing is deemed to have become effective.

Sec. 10. (NEW) (Effective October 1, 2017) (a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under section 5 of this act, or any other person claiming to be substantially and adversely affected by a ratification under section 5 of this act, the Superior Court may (1) determine the validity and effectiveness of any corporate action or defective corporate action; (2) determine the validity and effectiveness of any ratification under section 5 of this act; (3) determine the validity of any putative shares; and (4) modify or waive any of the procedures specified in sections 5 and 6 of this act to ratify a defective corporate action.

(b) In connection with an action under this section, the Superior Court may make such findings or orders, and take into account any factors or considerations, regarding such matters, as it deems proper under the circumstances.

(c) Service of process of the application under subsection (a) of this section on the corporation may be made in any manner provided by any provision of the general statutes or by rule of the applicable court, and no other party need be joined in order for the Superior Court to adjudicate the matter. In an action filed by the corporation, the Superior Court may require notice of the action to be provided to other persons specified by the Superior Court and permit such other persons to intervene in the action.

(d) Notwithstanding any provision of the general statutes, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought not later than one hundred twenty days after the validation effective time.

Sec. 11. Subsection (a) of section 33-605 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) For purposes of sections 33-600 to 33-998, inclusive, a qualified director is a director who, at the time action is to be taken under:

(1) Subdivision (6) of subsection (b) of section 33-636, as amended by this act, is not a director (A) to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply, or (B) who has a material relationship with any other person to whom the limitation or elimination would apply;

[(1)] (2) Section 33-724, does not have (A) a material interest in the outcome of the proceeding, or (B) a material relationship with a person who has such an interest;

[(2)] (3) Section 33-773 or 33-775, (A) is not a party to the proceeding, (B) is not a director [who sought approval for] as to whom the transaction is a director’s conflicting interest transaction [under section 33-783] or who sought a disclaimer of the corporation’s interest in a business opportunity under section 33-785, as amended by this act, which [approval] transaction or disclaimer is challenged in the proceeding, and (C) does not have a material relationship with a director described in either subparagraph (A) or (B) of this subdivision;

[(3)] (4) Section 33-783, is not a director (A) as to whom the transaction is a director’s conflicting interest transaction, or (B) who has a material relationship with another director as to whom the transaction is a director’s conflicting interest transaction; or

[(4)] (5) Section 33-785, [would be a qualified director under subdivision (3) of this subsection if the business opportunity were a director’s conflicting interest transaction] as amended by this act, is not a director who (A) pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person, or (B) has a material relationship with a director or officer who pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person.

Sec. 12. Section 33-636 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) The certificate of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 33-655; (2) the number of shares the corporation is authorized to issue; (3) the street and mailing address of the corporation’s initial registered office and the name of its initial registered agent at that office; and (4) the name and address of each incorporator.

(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; or (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; (4) a provision limiting the personal liability of a director to the corporation or its shareholders for [monetary] money 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, 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 section 33-770, 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; and (6) a provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that any application of such a provision to an officer or a related person of that officer (A) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of qualified directors taken in compliance with the same procedures as are set forth in section 33-783, and (B) may be limited by the authorizing action of the board. As used in this subsection “related person” has the same meaning as provided in section 33-781, as amended by this act.

(c) The certificate of incorporation need not set forth any of the corporate powers enumerated in sections 33-600 to 33-998, inclusive.

(d) Provisions of the certificate of incorporation may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with subsection (l) of section 33-608.

Sec. 13. Subdivision (5) of section 33-781 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(5) “Related person” means: (A) The [director’s] individual’s spouse; [, or a parent or sibling thereof;] (B) a child, stepchild, grandchild, parent, [or] stepparent, grandparent, sibling, stepsibling, half-sibling, aunt, uncle, niece or nephew, or the spouse of any such person, of the [director, or the spouse of any thereof] individual or of the individual’s spouse; (C) [an individual (i) living in the same home as the director, or (ii) a trust or estate of which a person specified in subparagraph (A) or (B) of this subdivision or clause (i) of this subparagraph is a substantial beneficiary] a natural person living in the same home as the individual; (D) an entity, other than the corporation or an entity controlled by the corporation, controlled by the [director] individual or any person specified in subparagraphs (A) to (C), inclusive, of this subdivision; (E) a domestic or foreign (i) business or [nonprofit] nonstock corporation, other than the corporation or an entity controlled by the corporation, of which the [director] individual is a director, (ii) unincorporated entity of which the [director] individual is a general partner or a member of the governing body, or (iii) individual, trust or estate for whom or of which the [director] individual is a trustee, guardian, personal representative or like fiduciary; or (F) a person that is, or an entity that is controlled by, an employer of the [director] individual.

Sec. 14. Section 33-785 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) [A director’s taking] If a director or officer pursues or takes advantage [, directly or indirectly,] of a business opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, officer or other person, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if (1) before [becoming] the director, officer or other person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation and either: [(1)] (A) Action by qualified directors disclaiming the corporation’s interest in the opportunity is taken in compliance with the same procedures as are set forth in section 33-783; [as if the decision being made concerned a director’s conflicting interest transaction;] or [(2)] (B) shareholders’ action disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in section 33-784, as amended by this act, in either case as if the decision being made concerned a director’s conflicting interest transaction, [;] except that, rather than making required disclosure, as defined in section 33-781, as amended by this act, [in each case] the director or officer shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity [that are then] known to the director or officer; or (2) the duty to offer the corporation the business opportunity has been limited or eliminated pursuant to a provision of the certificate of incorporation adopted, and where required, made effective by action of qualified directors, in accordance with subdivision (6) of subsection (b) of section 33-636, as amended by this act.

(b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper pursuit or taking advantage of a business opportunity by a director or officer directly, or indirectly through or on behalf of another person, the fact that the director or officer did not employ the procedure described in subparagraph (A) or (B) of subdivision (1) of subsection (a) of this section before pursuing or taking advantage of the opportunity shall not create an [inference] implication that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.

Sec. 15. Section 33-817 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

In the case of a domestic corporation that is a party to a merger or the acquired corporation in a share exchange, the plan of merger or share exchange shall be adopted in the following manner:

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

(2) Except as provided in [subdivision (7)] subdivisions (8), (10) and (12) of this section and section 33-818, [after adopting] the plan of merger or share exchange [, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation] shall then be approved by the shareholders. In submitting the plan of merger or share exchange to the shareholders for approval, the board of directors shall recommend that the shareholders approve the plan, or, in the case of an offer referred to in subparagraph (B) of subdivision (10) of this section, that the shareholders tender their shares to the offeror in response to the offer, unless (A) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (B) section 33-754 applies. If either subparagraph (A) or (B) of this subdivision applies, the board of directors [must transmit to] shall inform the shareholders of the basis for its so proceeding.

(3) The board of directors may [condition its submission] set conditions for the approval of the plan of merger or share exchange [to] by the shareholders [on any basis] or the effectiveness of the plan of merger or share exchange.

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

(5) [Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the board of directors acting pursuant to subdivision (3) of this section requires a greater vote or a vote by voting groups, and except as provided in subdivision (9) of this section, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.] Unless the certificate of incorporation, or the board of directors acting pursuant to subdivision (3) of this section, requires a greater vote or a greater quorum, approval of the plan of merger or share exchange requires the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and, if any class or series of shares is entitled to vote as a separate group on the plan of merger or share exchange, the approval of each such separate voting group at a meeting at which a quorum of the voting group is present consisting of a majority of the votes entitled to be cast on the plan of merger or share exchange by that voting group.

(6) [Separate] Subject to subdivision (7) of this section, separate voting by voting groups is required: (A) On a plan of merger, by each class or series of shares that: (i) [are] Are to be converted [, pursuant to the provisions of] under the plan of merger [,] into shares, [or] other securities, interests, obligations, rights to acquire shares or other securities or interests, cash, [or] other property, or any combination thereof; [,] or (ii) [would have a right] are entitled to vote as a separate group on a provision in the plan that, [if contained in] constitutes a proposed amendment to the certificate of incorporation [, would require] of a surviving corporation that requires action by separate voting groups under section 33-798; (B) on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and (C) on a plan of merger or share exchange, if the voting group is entitled under the certificate of incorporation to vote as a voting group to approve a plan of merger or share exchange, respectively.

(7) The certificate of incorporation may expressly limit or eliminate the separate voting rights provided in subparagraph (A)(i) of subdivision (6) of this section and in subparagraph (B) of subdivision (6) of this section as to any class or series of shares, except when the plan of merger or share exchange (A) includes what is or would be in effect an amendment subject to subparagraph (A)(ii) of subdivision (6) of this section, and (B) will not effect a substantive business combination.

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

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

(10) Unless the certificate of incorporation otherwise provides, approval by the shareholders of a plan of merger or share exchange is not required if: (A) The plan of merger or share exchange expressly (i) permits or requires the merger or share exchange to be effected under this subdivision, and (ii) provides that, if the merger or share exchange is to be effected under this subdivision, the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subparagraph (F) of this subdivision; (B) another party to the merger, the acquiring corporation in the share exchange, or a parent of another party to the merger or the acquiring corporation in the share exchange, makes an offer to purchase, on the terms provided in the plan of merger or share exchange, any and all of the outstanding shares of the corporation that, absent the provisions of this subdivision, would be entitled to vote on the plan of merger or share exchange, except that the offer may exclude shares of the corporation that are owned at the commencement of the offer by the corporation, the offeror or any parent of the offeror, or by any wholly owned subsidiary of the corporation, the offeror or by any wholly owned subsidiary of any of them; (C) the offer discloses that the plan of merger or share exchange provides that the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subparagraph (F) of this subdivision and that the shares of the corporation that are not tendered in response to the offer will be treated as set forth in subparagraph (H) of this subdivision; (D) the offer remains open for at least ten days; (E) the offeror purchases all shares properly tendered in response to the offer and not properly withdrawn; (F) the shares set forth in this subparagraph are collectively entitled to cast at least the minimum number of votes on the merger or share exchange that, absent the provisions of this subdivision, would be required by sections 33-814 to 33-821a, inclusive, as amended by this act, and by the certificate of incorporation for the approval of the merger or share exchange by the shareholders and by any other voting group entitled to vote on the merger or share exchange at a meeting at which all shares entitled to vote on the approval were present and voted: (i) Shares purchased by the offeror in accordance with the offer; (ii) shares otherwise owned by the offeror or by any parent of the offeror or any wholly owned subsidiary of the offeror or by any parent of the offeror; and (iii) shares subject to an agreement that are to be transferred, contributed or delivered to the offeror, any parent of the offeror or any wholly owned subsidiary of any of them in exchange for shares in such offeror, parent or subsidiary; (G) the offeror or a wholly owned subsidiary of the offeror merges with or into, or effects a share exchange in which it acquires shares of the corporation; and (H) each outstanding share of each class or series of shares of the corporation that the offeror is offering to purchase in accordance with the offer, and that is not purchased in accordance with the offer, is to be converted in the merger into, or into the right to receive, or is to be exchanged in the share exchange for, or for the right to receive, the same amount and kind of securities, interests, obligations, rights, cash or other property to be paid or exchanged in accordance with the offer for each share of that class or series of shares that is tendered in response to the offer, except that shares of the corporation that are owned by the corporation or that are described in subparagraph (F)(ii) or (iii) of this subdivision need not be converted into or exchanged for the consideration described in this subparagraph.

(11) As used in subdivision (10) of this section, (A) “offer” means the offer referred to in subparagraph (B) of subdivision (10) of this section; (B) “offeror” means the person making the offer; (C) “parent” of a corporation means a person that owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares of that corporation; (D) shares tendered in response to the offer shall be deemed to have been “purchased” in accordance with the offer at the earliest time as of which (i) the offeror has irrevocably accepted those shares for payment, and (ii) either (I) in the case of shares represented by certificates, the offeror, or the offeror’s designated depository or other agent, has physically received the certificates representing those shares, or (II) in the case of shares without certificates, those shares have been transferred into the account of the offeror or its designated depository or other agent, or an agent’s message relating to those shares has been received by the offeror or its designated depository or other agent; and (E) “wholly owned subsidiary” of a person means an entity of or in which that person owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares or interests.

(12) Unless the certificate of incorporation otherwise provides, (A) approval of a plan of share exchange by the shareholders of a domestic corporation is not required if the corporation is the acquiring corporation in the share exchange; and (B) shares not to be exchanged under the plan of share exchange are not entitled to vote on the plan.

[(9)] (13) Notwithstanding any provision of subdivision (5) of this section, [to the contrary,] a plan of merger or share exchange of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, to be authorized by such corporation, shall be approved by (A) the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless (i) the certificate of incorporation expressly provides otherwise, [provided if such corporation is the surviving corporation of such merger and such plan of merger will not effect any change in or amendment to the certificate of incorporation of such corporation and the shares to be issued under the plan of merger could have been issued by the board of directors of such corporation without further authorization of the shareholders of such corporation, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the corporation’s shareholders] or (ii) approval by the corporation’s shareholders of the plan of merger or share exchange is not required under either subdivision (8) or (10) of this section, and (B) the affirmative vote of at least two-thirds of the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, and not otherwise entitled to vote thereon, unless (i) the certificate of incorporation expressly provides otherwise; [provided if such corporation is the surviving corporation of such merger and such plan of merger or share exchange does not contain any provisions which, if contained in a proposed amendment to the certificate of incorporation of such corporation, would entitle any class or series of shareholders of such surviving corporation to vote as a class or series as provided in subsection (f) of section 33-797 or section 33-798, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the holders of such class or series not otherwise entitled to vote thereon] or (ii) approval by the corporation’s shareholders of the plan of merger or share exchange is not required under either subdivision (8) or (10) of this section.

Sec. 16. Section 33-856 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions:

(1) Consummation of a merger to which the corporation is a party (A) if shareholder approval is required for the merger by section 33-817, [and the shareholder is entitled to vote on the merger] as amended by this act, or would be required but for the provisions of subdivision (10) of section 33-817, as amended by this act, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger, or (B) if the corporation is a subsidiary and the merger is governed by section 33-818;

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

(3) Consummation of a disposition of assets pursuant to section 33-831 if the shareholder is entitled to vote on the disposition, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series if (A) under the terms of the corporate action approved by the shareholders there is to be distributed to shareholders in cash [its] the corporation’s net assets, in excess of a reasonable amount reserved to meet claims of the type described in sections 33-886 and 33-887, (i) within one year after the shareholders’ approval of the action, and (ii) in accordance with their respective interests determined at the time of such distribution, and (B) the disposition of assets is not an interested transaction;

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

(5) If the corporation is not a benefit corporation, as defined in section 33-1351, (A) an amendment of the certificate of incorporation to state that the corporation is a benefit corporation; (B) consummation of a merger to which the corporation is a party in which the surviving [entity] corporation will be a benefit corporation or in which shares in the corporation will be converted into a right to receive shares of a benefit corporation; or (C) consummation of a share exchange to which the corporation is a party and the shares of the corporation will be exchanged for shares of a benefit corporation; or

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

(b) Notwithstanding subsection (a) of this section, the availability of appraisal rights under subdivisions (1) to (5), inclusive, of subsection (a) of this section shall be limited in accordance with the following provisions:

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

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

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

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

(2) The applicability of subdivision (1) of this subsection shall be determined as of: (A) The record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to act upon the corporate action requiring appraisal rights or, in the case of an offer made pursuant to subdivision (10) of section 33-817, as amended by this act, the date of such offer; or (B) [the day before the effective date of such corporate action if there is no meeting of shareholders] if there is no meeting of shareholders and no offer made pursuant to subdivision (10) of section 33-817, as amended by this act, the day before the consummation of the corporate action or effective date of the amendment of the certificate of incorporation, as applicable.

(3) Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares (A) who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision (1) of this subsection at the time the corporate action becomes effective, or (B) in the case of the consummation of a disposition of assets pursuant to section 33-831, unless [such] the cash, shares or proprietary interests received in the disposition are, under the terms of the corporate action approved by the shareholders, to be distributed to the shareholders, as part of a distribution to shareholders of the net assets of the corporation in excess of a reasonable amount to meet claims of the type described in sections 33-886 and 33-887, (i) not later than one year after the shareholders’ approval of the action, and (ii) in accordance with their respective interests determined at the time of the distribution.

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

(c) Notwithstanding any other provision of this section, the certificate of incorporation as originally filed or any amendment [thereto] to the certificate of incorporation may limit or eliminate appraisal rights for any class or series of preferred shares, [but] except that (1) no such limitation or elimination shall be effective if the class or series does not have the right to vote separately as a voting group, alone or as part of a group, on the action, and (2) any such limitation or elimination contained in an amendment to the certificate of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately [prior to] before the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within one year of [that date] the effective date of such amendment if such action would otherwise afford appraisal rights.

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

Sec. 17. Section 33-860 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) Where any corporate action specified in subsection (a) of section 33-856, as amended by this act, is to be submitted to a vote at a shareholders’ meeting, the meeting notice, or where no approval of such action is required pursuant to subdivision (10) of section 33-817, as amended by this act, the offer made pursuant to subdivision (10) of section 33-817, as amended by this act, must state that the corporation has concluded that the [shareholders] appraisal rights are, are not or may be [entitled to assert appraisal rights] available under sections 33-855 to 33-872, inclusive, as amended by this act. If the corporation concludes that appraisal rights are or may be available, a copy of sections 33-855 to 33-872, inclusive, as amended by this act, must accompany the meeting notice or offer sent to those record shareholders entitled to exercise appraisal rights.

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

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

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

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

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

(1) [The annual financial statements specified in subsection (a) of section 33-951] Financial statements of the corporation that issued the shares that may be subject to appraisal, [which shall be as of a date] consisting of a balance sheet as of the end of the fiscal year ending not more than sixteen months before the date of the notice, [and shall comply with subsection (b) of section 33-951, except that,] an income statement for that fiscal year and a cash flow statement for that fiscal year, provided if such [annual] financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and

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

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

Sec. 18. Section 33-861 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(a) If a corporate action specified in subsection (a) of section 33-856, as amended by this act, is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: (1) [Must] Shall deliver to the corporation, before the vote is taken, written notice of the shareholder’s intent to demand payment if the proposed action is effectuated, and (2) [must] shall not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

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

(c) If a corporate action specified in subsection (a) of section 33-856, as amended by this act, does not require shareholder approval pursuant to subdivision (10) of section 33-817, as amended by this act, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares (1) shall deliver to the corporation before the shares are purchased pursuant to the offer written notice of the shareholder’s intent to demand payment if the proposed action is effected; and (2) shall not tender, or cause to permit to be tendered, any shares of such class or series in response to such offer.

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

Sec. 19. Section 33-862 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

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

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

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

(2) State:

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

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

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

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

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

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

Sec. 20. (NEW) (Effective October 1, 2017) (a) The certificate of incorporation or the bylaws of a corporation may require that any or all internal corporate claims be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.

(b) A provision of the certificate of incorporation or the bylaws adopted under subsection (a) of this section shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision have the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) of this section do not have the requisite personal and subject matter jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction.

(c) No provision of the certificate of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require such claims to be determined by arbitration.

(d) As used in this section, “internal corporate claim” means, (1) any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer or shareholder in such capacity, (2) any derivative action or proceeding brought on behalf of the corporation, (3) any action asserting a claim arising pursuant to any provision of sections 33-600 to 33-998, inclusive, of the general statutes, or the certificate of incorporation or bylaws, or (4) any action asserting a claim governed by the internal affairs doctrine that is not included in subdivisions (1) to (3), inclusive, of this subsection.

Sec. 21. Section 33-602 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

As used in sections 33-600 to 33-998, inclusive:

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

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

(3) “Beneficial shareholder” means a person who owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary or nominee.

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

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

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

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

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

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

(10) “Domestic”, with respect to an entity, means an entity governed as to its internal affairs by the law of this state.

[(9)] (11) “Effective date of notice” is defined in section 33-603.

[(10)] (12) (A) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities.

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

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

[(11)] (13) “Employee” includes an officer but not a director. A director may accept duties that make him also an employee.

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

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

[(14)] (16) “Facts objectively ascertainable” outside of a plan or filed document is defined in subsection (l) of section 33-608.

(17) “Foreign”, with respect to an entity, means an entity governed as to its internal affairs by the laws of a jurisdiction other than this state.

[(15)] (18) “Foreign corporation” means a corporation incorporated under a law other than the law of this state.

[(16)] (19) “Governmental subdivision” includes authority, county, district and municipality.

[(17)] (20) “Includes” denotes a partial definition.

[(18)] (21) “Individual” includes the estate of an incompetent or deceased individual.

[(19)] (22) “Means” denotes an exhaustive definition.

(23) “Merger” means a transaction pursuant to section 33-815.

[(20)] (24) “Notice” is defined in section 33-603.

[(21)] (25) “Person” includes individual and entity.

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

[(23)] (27) “Proceeding” includes civil suit and criminal, administrative and investigatory action.

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

[(25)] (29) “Qualified director” is defined in section 33-605, as amended by this act.

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

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

[(28)] (32) “Secretary of the State” means the Secretary of the State of Connecticut.

(33) “Share exchange” means a transaction pursuant to section 33-816.

[(29) “Shares” means the units into which the proprietary interests in a corporation are divided.]

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

(35) “Shares” means the units into which the proprietary interests in a corporation are divided.

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

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

[(33)] (38) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.

[(34)] (39) “United States” includes any district, authority, bureau, commission, department and other agency of the United States.

(40) “Unrestricted voting trust beneficial owner” means, with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement.

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

[(36)] (42) “Voting power” means the current power to vote in the election of directors.

(43) “Voting trust beneficial owner” means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to subsection (a) of section 33-715.

[(37)] (44) “Writing” or “written” means any information in the form of a document.

Sec. 22. Section 33-814 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

As used in this section and sections 33-815 to 33-821a, inclusive:

(1) “Acquired corporation” means the domestic or foreign corporation that will have all of one or more classes or series of its shares acquired in a share exchange.

(2) “Acquiring corporation” means the domestic or foreign corporation that will acquire all of one or more classes or series of shares of the acquired corporation in a share exchange.

[(1)] (3) “Interests” means the proprietary interests in an other entity.

[(2) “Merger” means a business combination pursuant to section 33-815.]

[(3)] (4) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity.

[(4)] (5) “Other entity” means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, but not limited to, a partnership, limited partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

[(5)] (6) “Party to a merger” means any domestic or foreign corporation or other entity that will merge under a plan of merger.

[(6)] (7) “Party to a share exchange” means any domestic or foreign corporation or other entity that will: (A) Acquire shares or interests of another corporation or an other entity in a share exchange; or (B) have all of its shares or interests or all of one or more classes or series of its shares or interests acquired in a share exchange.

[(7) “Share exchange” means a business combination pursuant to section 33-816.]

(8) “Survivor” means, in a merger, the corporation or other entity into which one or more other corporations or other entities are merged. A survivor of a merger may preexist the merger or be created by the merger.

Sec. 23. Section 33-855 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

As used in this section and sections [33-855] 33-856 to 33-872, inclusive, as amended by this act:

(1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with another person or is a senior executive thereof. For purposes of subdivision (4) of subsection (b) of section 33-856, as amended by this act, a person is deemed to be an affiliate of its senior executives.

[(2) “Beneficial shareholder” means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner’s behalf.]

[(3)] (2) “Corporation” means the issuer of the shares held by a shareholder demanding appraisal and, for purposes of sections 33-862 to 33-872, inclusive, as amended by this act, includes the surviving entity in a merger.

[(4)] (3) “Fair value” means the value of the corporation’s shares determined: (A) Immediately before the effectuation of the corporate action to which the shareholder objects, (B) using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, and (C) without discounting for lack of marketability or minority status except, if appropriate, for amendments to the certificate of incorporation pursuant to subdivision (5) of subsection (a) of section 33-856, as amended by this act.

[(5)] (4) “Interest” means interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action.

[(6)] (5) “Interested transaction” means a corporate action specified in subsection (a) of section 33-856, as amended by this act, other than a merger pursuant to section 33-818, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. As used in this definition: (A) “Interested person” means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action: (i) Was the beneficial owner of twenty per cent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares having voting power if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; (ii) had the power, contractually or otherwise, to cause the appointment or election of twenty-five per cent or more of the directors to the board of directors of the corporation; or (iii) was a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than: (I) Employment, consulting, retirement or similar benefits established separately and not as part of or in contemplation of the corporate action; or (II) employment, consulting, retirement or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in section 33-783; or (III) in the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate; and (B) “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group.

[(7)] (6) “Preferred shares” means a class or series of shares whose holders have preference over any other class or series with respect to distributions.

[(8)] (7) “Record shareholder” means the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.

[(9)] (8) “Senior executive” means the chief executive officer, chief operating officer, chief financial officer and any individual in charge of a principal business unit or function.

[(10)] (9) “Shareholder” means both a record shareholder and a beneficial shareholder.

Sec. 24. Subdivision (2) of subsection (a) of section 33-1358 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(2) May consider (A) in the circumstances described in subsection [(d)] (g) of section 33-756, as amended by this act, the interests referred to in said subsection, and (B) other pertinent factors or the interests of any other group that the board of directors, any committee of the board and the directors of the benefit corporation deem appropriate; and

Sec. 25. Subdivision (12) of section 34-243a of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(12) “Limited liability company”, except in the phrase “foreign limited liability company” and when used in sections 34-279 to 34-279i, inclusive, as amended by this act, means an entity formed under sections 34-243 to 34-283d, inclusive, or which becomes subject to said sections under the Connecticut Entity Transactions Act, or section 34-243i or 34-279h.

Sec. 26. Subsection (g) of section 34-243h of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(g) No limited liability company may be formed under the provisions of sections 34-243 to 34-283d, inclusive, for the purpose of transacting the business of an insurance company or a surety or indemnity company, unless (1) it is an affiliate of an insurance company chartered by, incorporated, organized or constituted within or under the laws of this state; and (2) at the time of the filing of its certificate of [formation] organization, there is also filed a certificate issued by the Insurance Commissioner, pursuant to section 33-646, authorizing the formation of the limited liability company. No limited liability company formed under the provisions of sections 34-243 to 34-283d, inclusive, shall have power to transact in this state the business of any 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. 27. Section 34-243p of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(a) A registered agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the Secretary of the State for filing a certificate of resignation that states: (1) The name of the limited liability company or registered foreign limited liability company; (2) the name of the agent; (3) that the agent resigns from serving as registered agent for the limited liability company or registered foreign limited liability company; and (4) the address of the limited liability company or registered foreign limited liability company to which the agent will send the notice required by subsection (c) of this section.

(b) A certificate of resignation takes effect on the earlier of: (1) The thirty-first day after the day on which it is filed by the Secretary of the State; or (2) the date a new registered agent is designated for the limited liability company or registered foreign limited liability company.

(c) A registered agent shall immediately furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which the certificate of resignation was filed.

(d) When a certificate of resignation takes effect, the registered agent ceases to have responsibility under sections 34-243 to 34-283d, inclusive, for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the limited liability company or registered foreign limited liability company has against the agent or that the agent has against the limited liability company or registered foreign limited liability company.

[(e) A registered agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the limited liability company or registered foreign limited liability company is in good standing.]

Sec. 28. Section 34-243u of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

The Secretary of the State shall charge and collect the following fees and remit them to the Treasurer for the use of the state:

(a) Fees for filing documents and issuing certificates: (1) Filing an application to reserve a limited liability company name or to cancel a reserved limited liability company name, sixty dollars; (2) filing a transfer of reserved limited liability company name, sixty dollars; (3) filing a certificate of organization, including appointment of registered agent, one hundred twenty dollars; (4) filing a change of address of agent certificate or change of agent certificate, fifty dollars; (5) filing a notice of resignation of registered agent, fifty dollars; (6) filing an amendment to certificate of organization, one hundred twenty dollars; (7) filing a restated certificate of organization, one hundred twenty dollars; (8) filing a certificate of merger, sixty dollars; (9) filing a certificate of interest exchange, sixty dollars; (10) filing a certificate of abandonment, fifty dollars; (11) filing a certificate of reinstatement, one hundred twenty dollars; (12) filing a foreign registration [statement] certificate by a foreign limited liability company to transact business in this state, one hundred twenty dollars; (13) filing an application of foreign limited liability company for amended foreign registration [statement] certificate, one hundred twenty dollars; (14) filing a [statement] certificate of withdrawal of [foreign limited liability company] registration under section 34-275h, as amended by this act, one hundred twenty dollars; (15) filing an annual report, twenty dollars; (16) filing an interim notice of change of manager or member, twenty dollars; (17) filing a registration of name or a [removal] renewal of registration of name, sixty dollars; (18) filing a statement of correction, one hundred dollars; and (19) filing a transfer of registration, sixty dollars plus the qualification fee.

(b) Miscellaneous charges: (1) At the time of any service of process on the Secretary of the State as registered agent of a limited liability company, 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 fifty dollars; (2) for preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a limited liability company: For each copy of each such document thereof regardless of the number of pages, forty dollars; for affixing his certification thereto, fifteen dollars; (3) for the issuance of a [certification] certificate of legal existence of a domestic or registered foreign limited liability company, fifty dollars; (4) for the issuance of a certificate of legal existence of a domestic or registered foreign limited liability company which certificate may reflect any and all changes of limited liability company names and the dates of filing thereof, fifty dollars; (5) for the issuance of a certificate of legal existence of a domestic limited liability company reflecting [articles] certificates effecting fundamental changes to certificate of organization and the date or dates of filing thereof, one hundred dollars; and (6) 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 the judgment of the Secretary of the State, 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. 29. Subsection (c) of section 34-247 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(c) A certificate of organization may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in subsection (c) of section 34-243d in a manner inconsistent with said section. [However, a statement in a certificate of organization is not effective as a statement of authority.]

Sec. 30. Subsection (a) of section 34-247d of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(a) If a record delivered to the Secretary of the State for filing under sections 34-243 to 34-283d, inclusive, and filed by the Secretary of the State contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and (2) subject to subsection (b) of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if: (A) The record was delivered for filing on behalf of the company; and (B) the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:

(i) Effected an amendment under section 34-247a;

(ii) Filed a petition under section 34-247c; or

(iii) Delivered to the Secretary of the State for filing a [statement of] change of address of agent certificate or a change of agent certificate under section 34-243o or a statement of correction under section 34-247h.

Sec. 31. Section 34-247f of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

Except as provided in section 34-247g, as amended by this act, and subject to the provisions of subsection (c) of section 34-247h, a certificate of organization is effective and a foreign registration [statement] certificate is effective on the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e. Each other record filed under sections 34-243 to 34-283d, inclusive, is effective on the later of:

(1) On the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e;

(2) On the date of filing and at the time specified in the record as its effective time, if later than the time under subdivision (1) of this section;

(3) At a specified delayed effective date and time, which may not be more than ninety days after the date of filing; or

(4) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety days after the date of filing.

Sec. 32. Section 34-247g of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(a) A record delivered to the Secretary of the State for filing may be withdrawn before it takes effect by delivering to the Secretary of the State for filing a [statement] certificate of withdrawal.

(b) A [statement] certificate of withdrawal must: (1) Identify the record to be withdrawn; and (2) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record or as otherwise provided in the operating agreement of the limited liability company.

(c) On filing by the Secretary of the State of a [statement] certificate of withdrawal, the action or transaction evidenced by the original record shall not take effect.

Sec. 33. Section 34-247j of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

[(a)] On request of any person, the Secretary of the State shall issue a certificate of [good standing] legal existence for a domestic or registered foreign limited liability company. [or a certificate of registration for a registered foreign limited liability company] A certificate issued by the Secretary of the State under this section may be relied upon as conclusive evidence of the facts set forth in the certificate.

[(b) A certificate issued under subsection (a) of this section must state:

(1) The limited liability company’s name or the registered foreign limited liability company’s name used in this state;

(2) In the case of a limited liability company, that: (A) No statement of dissolution, statement of administrative dissolution or statement of termination has been filed; (B) the records of the Secretary of the State do not otherwise reflect that the company has been dissolved or terminated; (C) the limited liability company has filed all annual reports due through the date of the certificate in compliance with section 34-247k; and (D) a proceeding is not pending under section 34-267g; and

(3) In the case of a registered foreign limited liability company, that: (A) It is registered to do business in this state; and (B) the registered foreign limited liability company has filed all annual reports due through the date of the certificate in compliance with section 34-247k.

(c) A certificate issued by the Secretary of the State under subsection (a) of this section may be relied upon as conclusive evidence of the facts set forth in the certificate.]

Sec. 34. Subdivision (5) of subsection (a) of section 34-247k of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(5) In the case of a foreign limited liability company, any alternate name adopted under section 34-275e, its governing jurisdiction and [any alternate name adopted under subsection (a) of section 34-275e] if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office.

Sec. 35. Subsections (f) and (g) of section 34-275a of the general statutes are repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(f) A foreign limited liability company, by transacting business in this state without a foreign registration [statement] certificate, appoints the Secretary of the State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state. Such foreign limited liability company may be served in the manner provided in subsection (b) of section 34-243r.

(g) A foreign limited liability company which transacts business in this state without a valid foreign registration [statement] certificate shall be liable to this state, for each year or part thereof during which it transacted business in this state without such certificate, in an amount equal to: (1) All fees and taxes which would have been imposed by law upon such limited liability company had it duly applied for and received such registration to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign limited liability company is further liable to this state, for each month or part thereof during which it transacted business in this state without a valid foreign registration [statement] certificate, in an amount equal to three hundred dollars, except that a foreign limited liability company which has registered with the Secretary of the State not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. Such fees and penalties may be levied by the Secretary of the State. The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this subsection.

Sec. 36. Section 34-275b of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

To register to do business in this state, a foreign limited liability company must deliver a foreign registration [statement] certificate to the Secretary of the State for filing. The [statement] certificate shall set forth:

(1) The name of the company and, if the name does not comply with section 34-243k, an alternate name adopted pursuant to subsection (a) of section 34-275e;

(2) That the company is a foreign limited liability company;

(3) The name of the company’s governing jurisdiction;

(4) The street and mailing addresses of the company’s principal office and, if the law of the governing jurisdiction requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office;

(5) The name and address of the agent in this state for service of process on the foreign limited liability company required to be maintained by [subdivision (4) of subsection (b) of section 34-247] section 34-243n and an acceptance of such appointment signed by the agent appointed if other than the Secretary of the State;

(6) The name and respective business and residence addresses of a manager or a member of the foreign limited liability company, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For the purposes of this subdivision, a showing of good cause shall include, but need not be limited to, a showing that public disclosure of the residence address of the manager or member of the foreign limited liability company may expose the personal security of such manager or member to significant risk; and

(7) The electronic mail address, if any, of the foreign limited liability company.

Sec. 37. Section 34-275c of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

A registered foreign limited liability company shall deliver to the Secretary of the State for filing an amendment to its foreign registration [statement] certificate if there is a change in: (1) The name of the company; or (2) the company’s governing jurisdiction. [; (3) an address required by subdivision (4) of section 34-275b; or (4) the information required by subdivision (5) of section 34-275b.]

Sec. 38. Section 34-275f of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(a) When a registered foreign limited liability company has merged into a foreign [entity] limited liability company that is not registered to transact business in this state, [or has converted to a foreign entity required to register with the Secretary of the State to transact business in this state,] the nonregistered foreign [entity] limited liability company shall deliver to the Secretary of the State for filing an application for transfer of registration. The application must state:

(1) The name of the registered foreign limited liability company before the merger; [or conversion;]

(2) That before the merger [or conversion] the registration pertained to a foreign limited liability company;

(3) The name of the applicant foreign [entity] limited liability company into which the foreign limited liability company has merged, [or to which it has been converted,] and, if the name does not comply with section 34-243k, an alternate name adopted pursuant to subsection (a) of section 34-275e;

(4) The [type of entity of the applicant foreign entity and its] governing jurisdiction of the applicant foreign limited liability company;

(5) The street and mailing addresses of the principal office of the applicant foreign [entity] limited liability company and, if the law of the [entity’s] foreign limited liability company’s governing jurisdiction requires the [entity] foreign limited liability company to maintain an office in that jurisdiction, the street and mailing addresses of that office;

(6) The name and [street and mailing addresses of the applicant foreign entity’s registered agent in this state] address of the agent in this state for service of process on the foreign limited liability company required to be maintained by subsection (b) of section 34-247;

(7) The name and respective business and residence addresses of a manager or a member of the foreign limited liability company, except that, if good cause is shown, the Secretary of the State may accept a business address in lieu of business and residence addresses of such manager or member. For the purposes of this subdivision, a showing of good cause shall include, but need not be limited to, a showing that public disclosure of the residence address of the manager or member of the foreign limited liability company may expose the personal security of such manager or member to significant risk; and

(8) The electronic mail address, if any, of the foreign limited liability company.

(b) When an application for transfer of registration takes effect, the registration of the foreign limited liability company to transact business in this state is transferred without interruption to the foreign [entity] limited liability company into which the foreign company has merged. [or to which it has been converted.]

Sec. 39. Section 34-275g of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(a) The foreign registration [statement] certificate of a foreign limited liability company to transact business in this state may be revoked by the Secretary of the State upon the conditions provided in this section when: (1) The foreign limited liability company has failed to file its annual report with the Secretary of the State; (2) a wilful misrepresentation has been made of any material matter in any application, report, affidavit or other document, submitted by such foreign limited liability company pursuant to sections 34-275 to 34-275i, inclusive; (3) the foreign limited liability company is exceeding the authority conferred upon it by said sections; or (4) the foreign limited liability company is without an agent upon whom process may be served in this state for sixty days or more.

(b) On the happening of an event set forth in subdivision (1), (2), (3) or (4) of subsection (a) of this section, the Secretary of the State shall give not less than twenty days’ written notice to the foreign limited liability company that the Secretary intends to revoke the foreign registration [statement] certificate of such foreign limited liability company for one of said causes, specifying the same. Such notice shall be given by registered or certified mail addressed to the foreign limited liability company at its address as last shown on the records of the Secretary of the State. If, before expiration of the time set forth in the notice, the foreign limited liability company establishes to the satisfaction of the Secretary of the State that the stated cause for the revocation of its foreign registration [statement] certificate did not exist at the time the notice was mailed or, if it did exist at said time, has been cured, the Secretary of the State shall take no further action. Otherwise, on the expiration of the time set forth in the notice, the Secretary shall revoke the foreign registration [statement] certificate of such foreign limited liability company to transact business in this state.

(c) Upon revoking the foreign registration [statement] certificate of any foreign limited liability company, the Secretary of the State shall file a certificate of revocation in his office and shall: (1) Mail a copy thereof to such foreign limited liability company at its address as last shown on the Secretary’s records; and (2) cause notice of the filing of such certificate of revocation to be posted on the office of the Secretary of the State’s Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of revocation. The filing of such certificate of revocation shall cause the authority of a foreign limited liability company to transact business in this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign limited liability company of [an attorney] a registered agent upon whom process may be served shall continue in force as long as any liability remains outstanding against the foreign limited liability company in this state.

Sec. 40. Subsection (a) of section 34-275h of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(a) A registered foreign limited liability company may withdraw its registration by delivering a [statement] certificate of withdrawal of registration to the Secretary of the State for filing. The [statement] certificate of withdrawal of registration must state: (1) The name of the company and its governing jurisdiction; (2) that the company is not transacting business in this state and that it withdraws its registration to transact business in this state; (3) that the company revokes the authority of its registered agent to accept service on its behalf in this state; (4) that the company surrenders its authority to transact business in this state; and (5) an address to which service of process may be made under subsection (b) of this section.

Sec. 41. Section 34-279i of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(a) Unless otherwise provided in the certificate of organization or operating agreement of the limited liability company, a plan of merger must be consented to by two-thirds in interest of the members of the limited liability company.

(b) Subject to any contractual rights, after a merger is approved, and at any time before [articles] a certificate of merger [are delivered to the Secretary of the State for filing under section 34-279j] becomes effective, a merging limited liability company may amend the plan of merger or abandon the merger: (1) As provided in the plan; or (2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.

Sec. 42. Subsection (d) of section 34-279j of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2017):

(d) [Each merging] The surviving limited liability company shall deliver the certificate of merger for filing in the office of the Secretary of the State.

Sec. 43. (Effective from passage) Not later than January 1, 2018, the Secretary of the State shall report, in accordance with the provisions of section 11-4a of the general statutes, to the joint standing committee of the General Assembly having cognizance of matters relating to the judiciary on potential funding sources that may be available to the Secretary for modifications and updates to, or replacement of, the Secretary of the State’s CONCORD commercial records database in order to promote and enhance implementation of business friendly initiatives.

Sec. 44. Subsection (c) of section 33-784 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

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

Sec. 45. Subsection (b) of section 33-896 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2017):

(b) Subdivision (1) of subsection (a) of this section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are: (A) Listed on the New York Stock Exchange, the American Stock Exchange or any exchange owned or operated by the NASDAQ Stock Market LLC, or listed or quoted on a system owned or operated by the National Association of Securities Dealers, Inc.; or (B) not so listed or quoted, but are held by at least three hundred shareholders and the shares outstanding have a market value of at least twenty million dollars exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors and beneficial shareholders owning more than ten per cent of such shares. [As used in this subsection, “beneficial shareholder” has the meaning specified in subdivision (2) of section 33-855.]

Approved July 5, 2017

Source: https://www.cga.ct.gov/2017/act/pa/2017PA-00108-R00HB-07311-PA.htm

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Connecticut Probate: “creepy signs that showed up at an abandoned New Milford gas station, the probate court system kidnapped someone’s mom.”

OMINOUS HOMEMADE SIGNS ARE TAKING OVER CONNECTICUT

Obviously, the good people of Connecticut know that the state is pretty corrupt.  Depending on who you ask, you’ll get an extremely different example of aforementioned corruption.  But, one person claims they know the truth.

And the truth is about our probate courts.  Somehow.

Because, according to these creepy signs that showed up at an abandoned New Milford gas station, the probate court system kidnapped someone’s mom.  And held her hostage.

What kind of sick world are we living in?  Who takes someone’s mother hostage?

Supposedly, Connecticut does.  And one local radio station: I-95 WRKI got to the bottom of it.

But, the answers they got were probably not what they were expecting.  At all.

So, what do you make of this?  Publicity stunt or another instance of Connecticut’s corruption problem?

Source: http://ctboom.com/ominous-homemade-signs-are-taking-over-connecticut/

Also See: I-95 WRKI
https://www.youtube.com/watch?v=rJWmKsATU9w

“Wondering About the ‘Corrupt Probate’ Signs in New Milford?
What started off as a typical Ethan & Lou investigation took a serious turn when Lou got a chance to speak to the people living on the property of the old Citgo station on Route 7 in New Milford. They talked all about why they posted the signs and why they think the Connecticut Judicial System is Corrupt. 

Please note that the opinions expressed in this video do not reflect the opinions of Lou Milano and i95 WRKI.”

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Connecticut Probate: World War II veteran escapes from court-appointed conservator.

NEW FAIRFIELD — The grit and the grace that animate Lou Russo’s face belies the desperate place the World War II veteran was in a few seasons ago at the hands of a court-appointed conservator.

“I will never forget it, because I was treated like a bag of dirt in the street,” the 98-year-old bachelor says of the 17 months he spent against his will in a nursing home while his conservator drained his bank account, scrapped his construction trucks and rented out his house. “Sometimes I dream about it at night and think, ‘What the hell happened to me?’”

Russo’s story ended with a hero’s welcome home because two young friends stepped in to fight for him, bringing the conservator’s misconduct to the attention of the press, police and politicians. But there’s a sentiment among those who know his story that Russo never should have been mistreated.

Lawmakers in Hartford concur.

State politicians and the probate court itself are pushing for legislation to encourage more effective guardianship of the elderly and incapacitated. The legislation would create formal standards for conservators and provide for random audits to prevent exploitation.

“We are joining a nationwide effort to strengthen oversight in conservatorships,” said Paul Knierim, Connecticut’s probate court administrator. “We are working with groups nationwide to improve preventative measures so that conservators get the support they need to act with the utmost integrity.”

Although Russo’s mistreatment is not thought to be typical of the thousands of cases across Connecticut, in which people incapable of managing their own affairs are appointed guardians by probate court, cases like his are clearly part of the push in Hartford for reform.

“This is about Lou Russo, no doubt,” said state Sen. Michael McLachlan, a co-author of the bill and a vice chair of the state legislature’s joint Judiciary Committee, which is reviewing it. “Unfortunately there are other cases similar to Lou’s, but he is the local face of this problem.”

The legislation’s intent is intended to support thousands of family members appointed by the court to manage the health and finances of loved ones incapacitated by age or mental affliction, but also to discourage misconduct by auditing conservators’ accounts for fraud.

“Anything that increases oversight is always welcome,” said Dan Gaita, a former Marine who at one point was the only person advocating for Russo’s rights. “There are still unresolved issues with Lou’s case, but we are trying to let him enjoy his life.”

The legislation comes at the same time that the probate court is rolling out a statewide training program to help conservators navigate increasingly complex systems of health care, property management and public assistance programs.

“The world is getting more complicated, and we have heard a consistent drumbeat from conservators and judges telling us a formal training program is warranted,” Knierim said. “No single person can reasonably be expected to master all this stuff.”

The accountability legislation also comes at a time when the population is aging in Connecticut and across the country,

Nationwide, the number of people 65 and older is expected to jump from the current 46 million to 88 million by 2050, according to federal Government Accounting Office. In Connecticut, the AARP estimates that 600,000 people are 50 or older.

“The bill … would put Connecticut at the forefront in effective court monitoring,” said Claudio Gualtieri, advocacy director of the AARP Connecticut in testimony during a public hearing on the legislation last week. “These improvements will help protect older adults and give support to family caregivers.”

The aging trend is complicated by the prevalence of mental afflictions, the legislation’s supporters said.

For example, 75,000 people in Connecticut have Alzheimer’s disease, and thousands more have other forms of dementia, the Alzheimer’s Association says.

“Due to the progressive nature of the disease, and its profound impact on the victim’s ability to make even the most basic decisions regarding their health care and other financial matters, many people with dementia end up being conserved,” said Ian MacDonald, public policy director for the Connecticut chapter of the Alzheimer’s Association in testimony.

Lou’s law

Those who know Russo’s story might immediately think of his quick wit or his gracious spirit, which was on display during a recent Veterans Day celebration, when volunteers built a stage in the back yard of his New Fairfield home to hold all the VIPs who came to honor him with speeches and plaques.

It might be hard for those who know him now to remember how brokenhearted and powerless the combat veteran was in 2013, when he was admitted against his will at a Danbury nursing home while his court-appointed conservator disposed of everything he owned.

A social worker had reported the partly collapsed roof and poor general condition of Russo’s home, and Probate Court Judge Martin Landgrebe ruled that Russo needed a conservator.

Had Russo had able-bodied family members nearby, the judge might have appointed one of them to manage Russo’s return to health and oversee home repairs. As it was, Russo was single and alone, so the judge appointed a businessman named Mark Broadmeyer to manage his affairs.

Instead, Broadmeyer sold Russo’s possessions and rented his home to another family.

After persistent objections by Gaita, Landgrebe eventually reviewed the conservator’s records and ordered Broadmeyer to repay Russo $34,000. But at that point, Russo’s nursing home bill had accumulated to $100,000.

When the nursing home offered to settle with Russo for a mere $10,000, Russo’s response was “That’s how much they should pay me.”

In the end, the nursing home dropped all claims, saying Russo had suffered enough.

Today, Russo is living in the home he built himself under the conservatorship of Joseph Schirmer of Danbury, one of the leading volunteers in Lou’s life, who not only accompanied him to court with Gaita, but helped organize the corps of volunteers who remodeled Russo’s home.

Schirmer said he was pleased about news of the legislation in Hartford.

“We know how bad the system is,” Schirmer said. “People have to be held accountable.”

Knierim said the legislation was not drafted in response to any one case but agreed that egregious cases of abuse such as Russo’s were alarming.

“Most definitely this legislation is a recognition that seniors and individuals with disabilities can be vulnerable to neglect, abuse and financial exploitation, and that is a very high priority for us in the probate court system,” he said. “We try to learn from every case that doesn’t go the way it should.”

McLachlan said there was no opposition to the legislation.

The next step is for the Judiciary Committee to vote on the legislation, and determine whether it can be voted on in the Senate and the House of Representatives, he said.

“The sad thing about this is Lou had to serve as an example of why we need this legislation,” McLachlan said.

rryser@newstimes.com; 203-731-3342

See Full Story at: http://www.newstimes.com/local/article/Bill-would-require-monitoring-of-court-appointed-11010335.php#photo-12568836

Comments

Elaine Renoir

NASGA is pleased to see the State of CT stepping up to the plate to address guardianship abuse. Dan Gross, a victim of guardianship abuse in CT years ago, first coined the phrase, “Isolate, Medicate, Take the Estate” and that phrase is now widely used nationwide by advocates to describe what has happened to them or their loved one under the guise of “protection.” 

Monitoring is a big first step. It must be followed by oversight, penalties and enforcement. CT is moving in the right direction! 

Join the national movement to reform unlawful and abusive guardianships. Join NASGA!

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2013 Flashback: Campaign Promises: Lisa Wexler, GOP Candidate For Weston-Westport Probate Judge

WESTON, Conn. – Weston candidates were posed a set of three questions by The Daily Voice to help give voters an idea of what they might bring to the position.

Lisa Wexler is the Republican candidate running for the Weston-Westport Probate Judge seat.

         1) Why are you running this year?

I am running for judge because I have a deep commitment to justice, the legal experience and education necessary to do the job well, and a record of caring about people in our community. Probate court is a place where you have the opportunity to help people at their most vulnerable, when they are grieving or stressed about a family situation. The probate judge is in a unique position to resolve conflicts before they escalate, prevent greedy people from looting estates, and assist people in transition in life. As an attorney of nearly 30 years, with vast experience in trusts, estates, real estate and probate, I have the skill set required.

I am married to Bill 31 years, the mom of two kids, Jon and Joanna, and a daughter, sister, niece, aunt, godmother and friend. I understand and value relationships. I am the recipient of a special award from the CT Association of Foster and Adoptive Parents for my work.

       2) What do you hope to accomplish in your term if elected?

1. Investigate fully and resolve promptly all of the pending matters and current cases in our court, because we have only had the benefit of a visiting judge coming once a week into our court for the past two years.

2. Open the Probate Court one evening per week on a regular basis to provide access to those who cannot get there during the day, even if only to ask questions of me.

3. Clarify the new probate rules for the public and the bar.

4. Hold seminars in the community on the responsibilities and duties of conservators and guardians because (a) this is a function that many families will have to learn and (b) this is a fiduciary position that can be filled by trustworthy members of our community who are not lawyers, who can fulfill these responsibilities at a greatly reduced fee.

5. Eliminate Conflict of Interest issues in our Probate Court by refusing to accept new clients and refusing to engage in any adversarial matters with other members of the Bar.

3) How do you stand out against your competitors?

1. I am a graduate with Honors of The Johns Hopkins University (B.A., 1981). I am a graduate of The New York University School of Law (J.D., 1984). I received The American Jurisprudence Award for Excellence in Constitutional Law while at NYU.

2. I am admitted to the Bar of the State of New York as well as Connecticut, which will be helpful to the many members of our towns who own properties in both states. Much of probate work actually involves real estate title questions, and my expertise in New York real estate law as well as experience in its Surrogates Court will serve our towns well.

3. I have probated numerous estates in Westport going back close to 20 years. My opponent has never represented a single probate estate in our own Westport/Weston Court. The only matters he appears in are recent fiduciary appointments by the visiting Fairfield judge.

4. I have practiced law in Westport since 1989, primarily in the areas of trusts, estates, real estate and probate. My opponent, who practices in Fairfield, is primarily a divorce lawyer, advertising as such on a highway billboard. I have practiced law altogether for close to 30 years, 27 of those full-time. My opponent has eight fewer years of legal practice than I do.

5. I have been elected to town office, serving in a quasi-judicial capacity on both the Westport Zoning Board of Appeals and the Westport Planning and Zoning Commission for a total of six years. My opponent has never served the Town of Westport in any capacity.

6. A good judge must have compassion as well as intellect and experience. I am on the Advisory Board of Jane Doe No More, which advocates against the stigma of sexual assault. As a board member of the Jeffrey Modell Foundation, I advocated successfully in Hartford for newborn screening for the fatal disease of SCID, which must be caught at birth in order to cure the disease. To date, at least three babies have been saved. I have been a Trustee for two local JCCs as well as Congregation Rodeph Sholom. In Westport, I co-founded Women in Power CT, which held free informational events for women looking to restart their careers. I have been a continuous sponsor of Save the Children since 1986, and made five mission trips within 10 years to support an orphanage in the Dominican Republic. Personally, I stood up as guardian for three children adopted out of foster care by a dear friend. One of those children has AIDS.

7. As a radio host, I share the microphone with non-profits and experts who inform the community about critical issues such as Alzheimer’s disease, autism, mental illness, substance abuse and elder abuse. I speak up for those who cannot speak for themselves, and I will continue to do that in Probate Court, in which the clients are those with dementia or other impairments, as well as deceased individuals whose wishes are only known by their last wills and testaments.

8. Connecticut still allows Probate Judges to practice law while sitting on the bench, even though in 2011, our own Ethics Commission recommended that this policy be abolished. I believe a huge conflict of interest exists, and I have seen it in practice. If elected, I will not accept any new clients, nor will I engage in any legal practice in which another attorney is involved. My opponent defended the status quo in open debate, stating that he “did not know of any probate judge in New Haven or Fairfield County who did not practice law on the side.” My opponent will continue to practice in court and at the bargaining table. In my view, this creates an unacceptable compromise of the integrity of our court. After close to 30 years of practicing law, I am ready to be your judge — just your judge.

See Source: http://westport.dailyvoice.com/politics/lisa-wexler-gop-candidate-for-weston-westport-probate-judge/411674/

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Fiduciary’s Right to Self-Representation: Attorneys who find themselves acting as estate fiduciaries should be mindful of the advocate-witness rule and, if litigation ensues, must assess whose interests are at stake before they (or their firms) continue representation.

Fiduciary’s Right to Self-Representation

October 10, 2007

Barbara L. MacGrady & Peter C. Valente

New York Law Journal

In a case of first impression, Surrogate Lee L. Holzman (Bronx County) recently ruled that a fiduciary of an estate does not have the same right to represent himself in his fiduciary capacity as he does individually. Estate of Walsh, 2007 WL 2390701; N.Y. Slip. Op. 27342. The fiduciary in question was also an attorney and the court relied on the advocate-witness rule to disqualify him. However, were the fiduciary a nonattorney, it is evident that the court would have reached the same conclusion.

Facts

The case involved a discovery proceeding under Surrogate’s Court Procedure Act (SCPA) §2103 where the executor sought to recover funds that were transferred by the respondent, as the decedent’s attorney-in-fact, during the decedent’s lifetime. The respondent asserted that the executor’s testimony was necessary to ascertain the factual circumstances surrounding the decedent’s execution of the power of attorney in favor of the respondent.

Accordingly, the respondent claimed that the attorney-executor was subject to disqualification on the basis of the advocate-witness rule set forth in the Code of Professional Responsibility, DR-5-102 (22 NYCRR 1200.21), which states, in part:

A. A lawyer shall not act, or accept employment that contemplates the lawyer’s acting, as an advocate on issues of fact before any tribunal if the lawyer knows or it is obvious that the lawyer ought to be called as a witness on a significant issue on behalf of the client . . .

B. Neither a lawyer nor the lawyer’s firm shall accept employment in contemplated or pending litigation if the lawyer knows or it is obvious that the lawyer or another lawyer in the lawyer’s firm may be called as a witness on a significant issue other than on behalf of the client, and it is apparent that the testimony would or might be prejudicial to the client.

C. If, after undertaking employment in contemplated or pending litigation, a lawyer learns or it is obvious that the lawyer ought to be called as a witness on a significant issue on behalf of the client, the lawyer shall not serve as an advocate on issues of fact before the tribunal . . .

D. If, after undertaking employment in contemplated or pending litigation, a lawyer learns or it is obvious that the lawyer or a lawyer in his or her firm may be called as a witness on a significant issue other than on behalf of the client, the lawyer may continue the representation until it is apparent that the testimony is or may be prejudicial to the client at which point the lawyer and the firm must withdraw from acting as an advocate before the tribunal. 22 NYCRR 1200.21.

There are some exceptions that will allow an attorney to testify in certain situations. See the full text of the rule for a list of those exceptions.

The rule is meant to address potential client-attorney conflict inherent in the different roles played by an advocate and a witness in the quest for truth. As noted in the Commentaries to DR-5-102, the “advocate takes the facts of a case . . . and places them in the best possible light for the benefit of his or her client [and] the witness testifies to facts without regard to their impact on either party. In short, the former argues the facts; the latter describes them.” In S&S Hotel Ventures Limited Partnership v. 777 S.H. Corp., 69 NY2d 437 (1987), the Court of Appeals examined the conflicting interests of lawyers and their clients and stated that:

…the Code has rooted disqualification of a lawyer-witness in the concept that a lawyer’s professional judgment should be exercised for the client’s benefit, free of compromising influences and loyalties. A trial lawyer who functions also as a trial witness is thought to be more easily impeachable for interest, and thus a less effective witness for the client . . . . Recognizing that the roles of an advocate and of a witness are inconsistent, and that it is from a public image point of view “unseemly” for a lawyer in a trial also to argue his own credibility as a witness, the Code of Professional Responsibility directs that a lawyer who ought to be called as a witness on behalf of his client shall withdraw from the conduct of the trial . . . . 69 NY2d at 444.

For trust and estate practitioners, the advocate-witness rule is most commonly at play in contested probate proceedings, where the testimony of the attorney-draftsperson, now representing the proponent of the decedent’s will, is necessary. The majority view is that the attorney-draftsperson will be disqualified once the matter goes to trial, but may continue representation during the pretrial stage of proceedings. See Estate of Giantasio, 173 Misc.2d 100 (Surr. Ct. Bronx Co., 1997) and cases cited therein; contra Matter of O’Malley, 141 Misc.2d 863 (Surr. Ct. Renssalaer Co., 1988) (automatic disqualification of attorney-draftsperson in contested probate proceeding).

Litigants Right to Choose Own Counsel

In Walsh, Surrogate Holzman recognized that disqualification of an attorney under the advocate-witness rule implicates the rights of litigants to representation by counsel of their own choosing and that such rights will only be overridden “where a competing, compelling public policy reason exists” or “absent a demonstration that the testimony of the attorney will be necessary.” Courts have denied motions for disqualification where such a showing was not present. For example, in Estate of DiSalvo, NYLJ, May 9, 1997 at p. 35, col. 2 (Surr. Ct. Suffolk Co.), Surrogate Gail Prudenti denied a disqualification motion because the movant failed to demonstrate that the attorney’s testimony was essential to a contested probate proceeding. Surrogate Prudenti stated that while the advocate-witness rule is not binding on the court, it offers guidance to the court in deciding whether disqualification is warranted. However, the court also emphasized the need to consider “the litigant’s valued right to choose its own counsel” and stated that the party seeking to disqualify an attorney has the burden of establishing that “such a drastic remedy is warranted.” The applicable test, according to Surrogate Prudenti, is not whether the adversary intends to call the attorney as witness, but whether the attorney’s testimony is both necessary and prejudicial to his client. See also, S&S Hotel; Vecchiarelli v. Continental Ins. Co., 216 A.D.2d 909 (4th Dept. 1995).

Under the facts of the Walsh case, the decedent’s attorney-in-fact transferred cash belonging to the decedent into joint bank accounts held in the name of the decedent and his attorney-in-fact. The attorney-executor was claiming that the decedent lacked the capacity to execute the power of attorney in favor of the respondent, under which the respondent made the transfers. In his petition seeking turnover of the assets, the attorney-executor attached copies of correspondence between himself and the decedent’s friend indicating that the attorney-executor may have suggested the transfers and was aware that the decedent executed the power of attorney. Based on that information, it is evident that the attorney-executor’s testimony was essential to the proceeding and that his testimony could be prejudicial to the interests of the estate beneficiaries; hence, disqualification was warranted.

The Holding

The crux of Surrogate Holzman’s decision was not, however, the test of necessity and prejudice under the advocate-witness rule; rather, it was whether the public policy allowing litigants to represent themselves should apply to fiduciaries. In Walsh, the attorney was representing himself as executor. Surrogate Holzman acknowledged the general public policy reasons for granting parties the right to self-representation and stated that ” . . . where attorneys are themselves parties to litigation, . . . the right of litigants to represent themselves usually trumps disqualification under the advocate-witness rule with the result that the attorney-litigants may represent themselves pro se, . . . notwithstanding that they will testify at the trial.” However, Surrogate Holzman emphasized that the right of attorneys to represent themselves at trials where they will testify is a narrow exception to the strong public policy requiring disqualification under the advocate-witness rule.

How are the competing policies reconciled? The answer lies in a “real party in interest” analysis. The common notion of a pro se litigant is an individual representing his or her own interests and the “rationale for the right to self-representation is that litigants have a right to advocate on their own behalf where their own freedom or property interests are at stake.” Id. Accordingly, attorneys, just by reason of being attorneys, won’t be denied the same rights as nonattorneys to self-representation, so long as they are advocating their individual interests. Generally, however, a fiduciary of an estate is not acting in an individual capacity, but in a representative capacity and the interests at stake are those of the estate beneficiaries. Surrogate Holzman looked to a number of statutory provisions for support of his holding that an estate fiduciary is merely a nominal party and the real parties in interest are the estate beneficiaries.1 For example, fiduciaries are not liable on contracts entered into in their fiduciary capacity unless they fail to reveal they are acting in their fiduciary capacity (EPTL §11-4.7(a)); estates cannot sue or be sued in their own name and must instead appear through their fiduciaries (EPTL §11-4.1); wrongful death actions may only be brought by the fiduciary (EPTL §5-4.1) but the damages recovered are solely for the benefit of the decedent’s distributees (EPTL §5-4.4(a)).

Thus, Surrogate Holzman, “weighing the public policy reasons for disqualification of an attorney under the advocate-witness rule against the public policy reasons for granting parties the right to self-representation,” ruled that “the former must prevail where the attorney is not a party, individually, but instead, is a party as the personal representative of an estate.” Had the executor in the Walsh case been a nonattorney, the court would still have disallowed self-representation, not under the advocate-witness rule, but under the proscription against practicing law without a license. Had the attorney-executor in Walsh been the sole beneficiary of the estate, it is probable that the court would have ruled otherwise,2 since the fiduciary’s individual interests are at stake.

Conclusion

Attorneys who find themselves acting as estate fiduciaries should be mindful of the advocate-witness rule and, if litigation ensues, must assess whose interests are at stake before they (or their firms) continue representation.

FOOTNOTES

  1. Surrogate Holzman found the analysis in Heath v. Teich, 2007 WL 1501727 (Ohio Ct. of App.) compelling. That case involved an administrator of an estate seeking to represent herself individually and her two minor children, who were all the persons entitled to share in any recovery of a wrongful death action brought by the administrator. The Ohio Court of Appeals, determining that the real parties in interest are the estate beneficiaries, prohibited the administrator (a nonattorney) from representing the interests of her children.
  2. See Heath v. Teich, supra; but see, Gasoline Expwy, Inc. v. Sun Oil Co. of Pennsylvania, 64 A.D.2d 647 (2d Dept. 1978), where the Appellate Division disqualified an attorney in her representation of a closed corporation under the advocate-witness rule, notwithstanding that the attorney was the sole shareholder of the closed corporation.

See Source: https://www.blankrome.com/index.cfm?contentID=37&itemID=1561

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