Sec. 33-1091a. Judicial appointment of board of directors.
Sec. 33-1091a. Judicial appointment of board of directors. If the board of directors of a corporation ceases to exist and there are no members having the right to vote
for directors, and no members without the right to vote for directors who under such
circumstances would be entitled under subsection (d) of section 33-1091 to elect a new
board of directors, any officer of the corporation and, if there are no officers of the
corporation, the Attorney General, any officer of any organization holding funds or
other assets of the corporation or any other person having dealings with the corporation
may petition the superior court for the judicial district where the corporation's principal
office or, if none in this state, its registered office, is located for an order appointing a
new board of directors. The petition shall set forth the relevant circumstances, shall
propose the names of three or more persons willing to serve as directors under the
circumstances and shall contain the addresses and a brief statement of the backgrounds
of such persons. A copy of such petition submitted by any person other than the Attorney
General shall be provided by such person to the Attorney General. The court may require
the submission of such additional information concerning the corporation and the persons proposed as directors and may order a hearing and notice to such persons, if any,
as the court deems appropriate under the circumstances. The notice shall be given in
such manner as the court deems appropriate, which may include any form of notice
authorized under subsection (b) of section 33-1003. The court may thereafter, in an
order issued pursuant to this section, appoint and set the terms of office of a new board
of directors, which may include some or all of the persons proposed in the petition or
may be composed entirely of other persons deemed appropriate by the court. Upon the
issuance of such order, the persons appointed by the order as directors shall be the
directors of the corporation for the terms of office set forth in the order with the same
force, effect, power, authority, duties and responsibilities, and subject to the same standards of conduct, as if they had been otherwise validly elected and serving under the
provisions of the certificate of incorporation, the bylaws and sections 33-1000 to 33-1290, inclusive.
(P.A. 03-18, S. 36.)
History: P.A. 03-18 effective July 1, 2003.