Connecticut HB 5431: AN ACT CONCERNING COOPERATIVE CORPORATIONS.

Bill Text

Substitute House Bill No. 5431 
 
Public Act No. 26-59 
 
 
AN ACT CONCERNING COOPERATIVE CORPORATIONS. 
Be  it  enacted  by  the  Senate  and  House  of  Representatives  in  General 
Assembly convened: 
 
Section  1.  Section  33-183  of  the  general statutes  is  repealed  and  the 
following is substituted in lieu thereof (Effective October 1, 2026): 
Three  or  more  persons  of  lawful  age [and  inhabitants  of  this  state, 
may,  by  written  articles  of  association,  associate  themselves  together] 
may  act  as  incorporators  of  a  cooperative  corporation  by  delivering  a 
certificate  of  incorporation  to  the  Secretary  of  the  State  for  filing.  A 
corporation may be formed under this chapter for the purposes of trade 
or for carrying on any lawful mercantile, mechanical, manufacturing or 
agricultural  business. [within  this  state,  and,  when  such  articles  of 
association have been executed and filed in the office of the Secretary of 
the State, the franchise tax provided by section 33-187 paid to, and such 
articles  of  association  approved  by,  said  secretary,  such  persons  shall 
become  a] The corporation [and] shall enjoy  all  the  powers  and 
privileges and be subject to all the duties, restrictions and liabilities of 
other   corporations,   except   so   far   as   such   duties,   restrictions   and 
liabilities may be limited or enlarged by this chapter. 
Sec.  2.  Section  33-184  of  the  general  statutes  is  repealed  and  the 
following is substituted in lieu thereof (Effective October 1, 2026): 

Substitute House Bill No. 5431 
 
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The  objects  for  which  such [association] corporation is  established, 
and  the  place  within  which  its  business  is  to  be  carried  on,  shall  be 
distinctly   set   forth   in   its [articles   of association] certificate   of 
incorporation or bylaws, and it shall not do business in any other place 
or places than those [mentioned in its articles] stated in its certificate of 
incorporation or bylaws. 
Sec.  3.  Section  33-185  of  the  general  statutes  is  repealed  and  the 
following is substituted in lieu thereof (Effective October 1, 2026): 
[(a) Prior to October 1, 2019, the business of the association shall be 
managed by not fewer than seven members, who shall be styled a board 
of  managers,  shall  be  chosen  annually  by  the  stockholders and  shall 
hold their  offices  until  others  are  chosen  and  have  qualified  in  their 
stead, except that when the bylaws of such association so prescribe, the 
board of managers may be divided into not more than three classes, each 
class to hold office for not more than three years, one of which classes 
shall be elected annually. Such association shall have such other officers 
appointed  as  its  bylaws  prescribe.  The  terms  of  the  members  of  the 
board serving on June 26, 2019, shall expire on September 30, 2019.] 
[(b) On and after October 1, 2019, the business of the association] The 
business  of  the  corporation shall  be  managed  by  a  board  of  directors 
consisting   of   not   fewer   than   three members   of   the [association] 
corporation.  The  board  of  directors  shall  be  elected  annually  by  the 
[member shareholders] members and shall hold office for one year and 
until  a  successor  has  been  elected,  except [,  when] that the  bylaws  of 
such [association  so  prescribe,  the  board  of  directors  may  be  divided 
into  not  more  than  three  classes,  one  of  which  classes  shall  be  elected 
annually, with each class to hold office for not more than six years. Such 
association  may  adopt  bylaws  concerning  the  appointment  of  other 
officers  of  the  association  and  to  implement  the  provisions  of  this 
section] corporation may provide for staggering the terms of directors 
by dividing the total number of directors into not more than five groups, 

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with each group containing approximately the same percentage of the 
total, as near as may be. In that event, the terms of directors in the first 
group  expire  at  the  first  annual  members'  meeting  after their  election, 
the  terms  of  the  second  group  expire  at the  second  annual  members' 
meeting after their election, the terms of the third group, if any, expire 
at the third annual members' meeting after their election, the terms of 
the fourth group, if any, expire at the fourth annual members' meeting 
after their election and the terms of the fifth group, if any, expire at the 
fifth  annual  members'  meeting  after  their  election.  At  each  annual 
members' meeting held thereafter, directors shall be chosen for a term 
of two years, three years, four years or five years, as the case may be, to 
succeed those whose terms expire. 
Sec.  4.  Section  33-186  of  the  general  statutes  is  repealed  and  the 
following is subst