Connecticut § 33-1130 - Members' action.

§ 33-1130. Members' action.

Sec. 33-1130. Members' action. (a) Members' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (2) of subsection (b) of section 33-1128 if a majority of the votes cast by the members entitled to vote are in favor of the transaction after (1) notice to members entitled to vote describing the action to be taken respecting the transaction, (2) provision to the corporation of the information referred to in subsection (b) of this section, and (3) communication to the members entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them.

(b) A director who has a conflicting interest respecting the transaction shall, before the members' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of any members entitled to vote who, to the knowledge of such director, are (1) a director who has a conflicting interest respecting the transaction, or (2) a related person of any such director, excluding a person described in subparagraph (F) of subdivision (5) of section 33-1127.

(c) For purposes of this section, the members entitled to vote with respect to a director's conflicting interest transaction are any members entitled to vote, except members entitled to vote who 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 either (1) a director who has a conflicting interest respecting the transaction, or (2) a related person of the director, excluding a person described in subparagraph (F) of subdivision (5) of section 33-1127.

(d) A majority of the votes entitled to be cast by the members entitled to vote with respect to the transaction constitutes a quorum for purposes of compliance with this section. Subject to the provisions of subsection (e) of this section, members' action that otherwise complies with this section is not affected by the presence, or by the voting, of members that are not entitled to vote with respect to the transaction.

(e) If a members' vote does not comply with subsection (a) of this section solely because of a director's failure to comply with subsection (b) of this section, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the members' vote, as the court considers appropriate in the circumstances.

(f) Where members' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the certificate of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the members, in which action members that are not entitled to vote on the transaction may participate.

(P.A. 96-256, S. 96, 209; P.A. 97-246, S. 64, 91, 99; P.A. 06-68, S. 25.)

History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to insert Subdiv. indicators, amend Subdiv. (1) to specify that the directors are directors “who have a conflicting interest respecting the transaction” and make technical changes, and amended Subsec. (d) to make a technical change, effective June 27, 1997; P.A. 06-68 amended Subsec. (a) by repositioning “director's conflicting interest”, inserting “action to be taken respecting the” in Subdiv. (1) and “to the corporation” in Subdiv. (2), replacing “required disclosure” with “communication” and “who voted” with “entitled to vote” and inserting “of the information that is the subject of required disclosure” in Subdiv. (3), and making technical changes, added new Subsec. (b) re action of director who has a conflicting interest respecting the transaction, redesignated existing Subsec. (b) as new Subsec. (c) and amended same by deleting “to the knowledge, before the vote, of”, replacing former Subdivs. (1) and (2) with new provisions re exceptions to members entitled to vote with respect to director's conflicting interest transaction and making technical changes, deleted former Subsecs. (c) and (d) re action in compliance with section, added new Subsec. (d) re quorum and effect of presence of or voting by members that are not entitled to vote with respect to the transaction, amended Subsec. (e) by inserting “in fact” re determination of vote outcome, deleting provision re further proceedings respecting Sec. 33-1128(b)(3) and making technical changes, and added Subsec. (f) re satisfaction of transaction authorization requirements.