Connecticut § 33-1002 - Definitions.

§ 33-1002. Definitions.

Sec. 33-1002. Definitions. As used in sections 33-1000 to 33-1290, 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) “Board” or “board of directors” means the group of persons vested with management of the affairs of the corporation irrespective of the name by which such group is designated.

(3) “Business corporation” means a corporation with capital stock or shares, incorporated under the laws of this state, whether general law or special act and whether before or after January 1, 1997.

(4) “Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

(5) “Certificate of incorporation” means the original certificate of incorporation or restated certificate of incorporation, all amendments thereto, and all certificates of merger or consolidation. In the case of a specially chartered corporation, the “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, the “certificate of incorporation” includes those portions of any other corporate instruments or resolutions of current application in which are set out provisions of a sort which either (A) are required by sections 33-1000 to 33-1290, inclusive, to be embodied in the certificate of incorporation, or (B) are expressly permitted by said sections 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.

(6) “Class” means all members that under the certificate of incorporation or sections 33-1000 to 33-1290, inclusive, are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the certificate of incorporation or said sections to vote generally on the matter are for that purpose a single class.

(7) “Conspicuous” means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

(8) “Corporation” or “domestic corporation” means a corporation without capital stock or shares, 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, but shall not include towns, cities, boroughs or any municipal corporation or department thereof.

(9) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.

(10) “Distribution” means a direct or indirect transfer of money or other property, or incurrence of indebtedness by a corporation to or for the benefit of its members in respect of any of its membership interests, or to or for the benefit of its officers or directors, provided the payment of reasonable compensation for services rendered, the reimbursement of reasonable expenses, the granting of benefits to members in conformity with the corporation's nonprofit purposes and the making of distributions upon dissolution or final liquidation as provided by sections 33-1000 to 33-1290, inclusive, shall not be deemed a distribution.

(11) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 33-1000 to 33-1290, inclusive.

(12) “Effective date of notice” is defined in section 33-1003.

(13) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

(14) “Entity” includes a corporation and foreign corporation; business corporation and foreign business 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.

(15) “Foreign corporation” means any nonprofit corporation with or without capital stock which is not organized under the laws of this state.

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

(17) “Includes” denotes a partial definition.

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

(19) “Means” denotes an exhaustive definition.

(20) “Member” means a person having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or bylaws.

(21) A corporation is “nonprofit” if no distribution may be made to its members, directors or officers.

(22) “Notice” is defined in section 33-1003.

(23) “Person” includes individual and entity.

(24) “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 affairs of such corporation in this state, if any, and if such corporation has no place of affairs in this state, its “principal office” shall be the office of the Secretary of the State.

(25) “Proceeding” includes civil suit and criminal, administrative and investigatory action.

(26) “Qualified director” is defined in section 33-1003a.

(27) “Record date” means the date established under sections 33-1055 to 33-1077, inclusive, on which a corporation determines the identity of its members and their interests for purposes of sections 33-1000 to 33-1290, 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.

(28) “Secretary” means the corporate officer to whom under the bylaws or by the board of directors is delegated responsibility under subsection (c) of section 33-1109 for custody of the minutes of the meetings of the board of directors and of the members and for authenticating records of the corporation.

(29) “Secretary of the State” means the Secretary of the State of Connecticut.

(30) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature.

(31) “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.

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

(P.A. 96-256, S. 3, 209; P.A. 98-137, S. 36, 62; 98-219, S. 33, 34; P.A. 01-199, S. 30–32; P.A. 06-68, S. 16.)

History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 redefined “deliver”, added definitions of “electronic transmission or electronically transmitted” and “sign or signature”, deleted definition of “transmitted by electronic means” and renumbered the remaining Subdivs. accordingly, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 redefined “deliver” to make definition also applicable to term “delivery”, redefined “electronic transmission” or “electronically transmitted” to reposition provision re “not directly involving the physical transfer of paper” and redefined “sign” or “signature” to include an electronic signature; P.A. 06-68 made a technical change in Subdiv. (5), added new Subdiv. (26) defining “qualified director” and redesignated existing Subdivs. (26) to (31) as Subdivs. (27) to (32).