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.
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