Connecticut General Statutes Section 33-1213 governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its certificate of incorporation or bylaws. If neither document specifies a particular distribution plan, the assets must be distributed to one or more domestic or foreign corporations or entities that are organized and operated exclusively for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, as permitted by Connecticut law. This ensures that the residual assets of a dissolved nonprofit continue to serve a public or charitable purpose, preventing private inurement. The statute provides a hierarchy for this distribution, prioritizing entities with similar purposes. If no such entity can be identified, the assets are to be distributed to the State Treasurer for deposit into the General Fund. This framework aims to safeguard public interest and prevent the unjust enrichment of individuals from charitable assets.

The scenario presented involves a Connecticut nonprofit organization, “Harborview Community Services,” which has received a substantial bequest from a deceased donor. The bequest is designated for the “general purposes” of the organization. Connecticut law, specifically under Chapter 602 of the Connecticut General Statutes concerning nonprofit corporations, outlines the procedures for handling donor restrictions and property. When a donor specifies that a gift is for “general purposes,” it signifies an unrestricted donation, meaning the board of directors has the discretion to allocate these funds to any of the organization’s lawful activities. This includes using the funds for operational expenses, program development, capital improvements, or even to build an endowment, as long as these uses align with the organization’s mission and are properly documented in its financial records. The key legal principle here is the donor’s intent as expressed in the gift instrument. “General purposes” is a broad designation that grants flexibility. If the donor had specified a particular program or a restricted endowment, the organization would be legally bound to adhere to those specific restrictions, potentially requiring separate accounting and reporting. However, in the absence of such specific limitations, the board’s fiduciary duty is to use the funds prudently and in furtherance of the organization’s overall mission. The Connecticut Uniform Prudent Management of Institutional Funds Act (UPMIFA), codified in Connecticut General Statutes \( \S \S \) 45a-500 to 45a-509, also governs the management and investment of institutional funds, which would apply if Harborview Community Services decided to invest any portion of the bequest. However, the immediate question pertains to the disposition of the unrestricted bequest itself, which falls under the general powers of the board as defined by nonprofit corporate law.

Connecticut General Statutes Section 33-1213 addresses the requirements for a nonprofit corporation to be recognized as a public benefit corporation. This classification is crucial for tax-exempt status and certain operational privileges. To maintain this status, a public benefit corporation must primarily operate for purposes that benefit the public, such as charitable, educational, religious, or scientific endeavors. The statute specifically outlines that if a significant portion of the corporation’s activities or benefits are directed towards private individuals or entities, rather than the general public, it may jeopardize its public benefit status. This distinction is not based on a fixed percentage of revenue or expenditure but rather on the overall nature and intent of the organization’s operations and the beneficiaries of its activities. The core principle is that the organization’s mission and execution must demonstrably serve a public purpose.

The scenario describes a Connecticut nonprofit corporation, “Green Valley Conservancy,” that is considering a significant amendment to its corporate purpose clause. Connecticut General Statutes Section 33-1075 governs amendments to articles of incorporation for nonprofit corporations. This section requires that amendments be adopted by the board of directors and, unless the articles of incorporation specify otherwise, by a vote of two-thirds of the members present and voting at a meeting of the members. However, for amendments that alter the rights of members or change the qualifications for membership, a higher threshold may be required, potentially including specific notice provisions and a supermajority vote of the membership as outlined in Section 33-1076. When an amendment fundamentally changes the nature or purpose of the organization, it is prudent to ensure robust member approval to maintain organizational integrity and avoid potential challenges to the amendment’s validity. While the board of directors must initiate the process, ultimate approval for such a substantial change, particularly one impacting the core mission, typically requires a strong mandate from the membership. Therefore, the most appropriate action for Green Valley Conservancy to ensure the validity and acceptance of its amended purpose is to secure approval from a supermajority of its voting members. This reflects best practices in nonprofit governance and aligns with the spirit of member-driven organizations, ensuring that significant shifts in mission have broad support.

The Connecticut General Statutes, specifically Chapter 631, Section 33-1070, governs the dissolution of nonprofit corporations. This statute outlines the procedure for winding up the affairs of a nonprofit organization when it ceases to operate. The process involves ceasing all business except that required for orderly winding up, notifying creditors, collecting assets, and paying liabilities. Any remaining assets after satisfying all debts and obligations must be distributed to one or more organizations that are qualified under Section 501(c)(3) of the Internal Revenue Code or to other organizations designated for charitable purposes, as specified in the corporation’s certificate of incorporation or bylaws. If the certificate of incorporation or bylaws do not specify a recipient, the Superior Court for the judicial district where the corporation has its principal office may designate a recipient. This ensures that assets are used for charitable or public benefit purposes, aligning with the original mission of the nonprofit.

The scenario describes a Connecticut nonprofit organization that has received a substantial donation from a private foundation. The question revolves around the proper handling of this donation in relation to state and federal regulations governing nonprofit entities, specifically focusing on disclosure and reporting requirements. Connecticut General Statutes Section 33-1204 mandates that any nonprofit corporation, upon receiving a gift or bequest exceeding a certain threshold, must report such contributions to the Attorney General. While federal IRS Form 990 requires reporting of large contributions, state-specific laws like Connecticut’s often impose additional or distinct reporting obligations. The threshold for reporting under Connecticut law is typically specified in regulations or administrative guidance and can vary. For the purpose of this question, assuming the donation significantly exceeds any applicable reporting threshold, the organization must adhere to Connecticut’s statutory requirements. This involves providing specific details about the donor, the amount or nature of the contribution, and the date received. Failure to comply can result in penalties or scrutiny from regulatory bodies. The core principle being tested is the dual compliance requirement for nonprofits: adherence to federal tax laws and specific state-level regulations concerning fundraising and donor acknowledgment. The Connecticut Attorney General’s office plays a crucial oversight role in ensuring transparency and accountability of charitable organizations operating within the state. Therefore, the organization must proactively file the required report with the Attorney General to maintain compliance.

The Connecticut General Statutes, specifically Chapter 630, Section 33-125, governs the dissolution of nonprofit corporations. When a nonprofit corporation in Connecticut is dissolved, its assets must be distributed for charitable purposes. The statute mandates that after paying or making provision for all liabilities and obligations of the corporation, any remaining assets shall be distributed to one or more domestic or foreign corporations or charitable trusts that are qualified to receive tax-deductible contributions under federal law, or for other charitable purposes. This ensures that the dissolution process aligns with the original charitable intent of the organization and prevents private inurement. Therefore, the remaining assets of the “Evergreen Foundation,” a Connecticut nonprofit, must be transferred to another organization with a similar charitable mission that is recognized for tax-deductible contributions.

The Connecticut Uniform Prudent Investor Act, codified in Connecticut General Statutes § 52-400m et seq., governs the management and performance of investment portfolios by fiduciaries, including trustees of Connecticut nonprofit organizations. This act emphasizes a total portfolio approach, requiring fiduciaries to manage investments as a whole, considering the entire portfolio and its relation to the organization’s overall investment objectives and risk tolerance. The Prudent Investor Rule, as adopted in Connecticut, mandates that a fiduciary must exercise reasonable care, skill, and caution in making investment decisions. This includes diversifying the portfolio unless it is prudent not to do so, and investing with a view to the purposes, terms, distribution requirements, and other circumstances of the entity the fiduciary is serving. The act explicitly states that a fiduciary may delegate investment and delegation functions to an agent if the fiduciary reasonably believes the agent has the requisite expertise and supervises the agent appropriately. This delegation does not relieve the fiduciary of the responsibility for the agent’s performance, but rather shifts the burden of prudent selection and ongoing oversight. The core principle is that the fiduciary’s duty is to manage the assets prudently, which encompasses considering all relevant factors and making informed decisions, rather than focusing on individual investments in isolation. The act’s provisions are designed to ensure that investments are managed in a manner that is both financially sound and aligned with the charitable or organizational mission.

The Connecticut General Statutes, specifically Chapter 602, Section 33-1101, outlines the requirements for the dissolution of a nonprofit corporation. When a nonprofit corporation dissolves, its assets must be distributed for charitable purposes. Section 33-1102 details the procedures for distribution of assets. Upon dissolution, after paying all liabilities, any remaining assets must be distributed to one or more organizations that are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or to any other organization or entity designated by a court for charitable purposes. This ensures that the charitable mission continues even after the corporation ceases to operate. The key is that the assets are dedicated to furthering charitable endeavors, not to private individuals or for non-charitable uses. Therefore, a distribution to a for-profit subsidiary that is not itself dedicated to charitable purposes would violate these statutory provisions. Similarly, distributing assets to the directors or members, unless they are themselves qualified charitable organizations, would also be improper. The Connecticut Unfair Trade Practices Act (CUTPA) is a broader consumer protection statute and while it might apply to deceptive practices by a nonprofit, it does not govern the specific distribution of assets upon dissolution.

The Connecticut General Statutes, specifically Section 33-118(a), outlines the requirements for a nonprofit corporation to maintain its corporate existence. This statute mandates that a nonprofit corporation must hold an annual meeting of its members or, if it has no members, an annual meeting of its directors. The purpose of this meeting is to elect directors and conduct other business properly brought before the corporation. Failure to hold this annual meeting, along with other potential breaches of statutory duties, can lead to the dissolution of the corporation by the Superior Court. This dissolution can be initiated by the Attorney General or other parties as specified in the statutes, particularly if the corporation has failed to organize or has been inoperative for a period of time or has failed to hold the required annual meetings. The statute emphasizes the ongoing operational and governance responsibilities that are fundamental to a nonprofit’s legal standing in Connecticut.

In Connecticut, a nonprofit corporation, when seeking to amend its articles of incorporation, must adhere to specific procedural requirements outlined in the Connecticut General Statutes. The process generally involves a resolution by the board of directors and approval by the members, if applicable. For amendments that fundamentally alter the nature or purpose of the organization, or change its name, the Connecticut General Statutes, specifically Section 33-1068, mandates that the amendment must be adopted by the affirmative vote of a majority of the directors then in office, followed by a vote of two-thirds of the members present and voting at a meeting of members, or by a greater percentage if specified in the articles or bylaws. However, certain amendments, such as those pertaining to the registered agent or the number of directors, may require a lower threshold, often a majority vote of the directors. The crucial element for fundamental changes is the member approval, ensuring that the governing document reflects the will of the membership. The filed amendment must then be submitted to the Secretary of the State of Connecticut for processing. The question focuses on the scenario where a nonprofit is changing its name and its principal office address, both of which are considered significant amendments requiring specific member and director actions as stipulated by Connecticut law. The correct procedure for such changes involves a board resolution and subsequent member approval, typically by a majority of members present and voting, or a higher threshold if stipulated in the bylaws. The filing with the Secretary of the State is the final administrative step.

Connecticut General Statutes Section 33-1220 addresses the dissolution of a nonprofit corporation. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its certificate of incorporation or bylaws, or if neither specifies, to a charitable organization or organizations that the directors or trustees determine to be most suitable for the accomplishment of the purposes for which the corporation was formed. If the corporation is a public charity, the distribution must be to one or more public charities. The statute also outlines procedures for judicial dissolution and administrative dissolution, including the role of the Attorney General in overseeing the distribution of assets to ensure they are used for charitable purposes, thereby preventing private inurement. The process requires careful adherence to statutory timelines and notice requirements to ensure a lawful winding up of affairs.

In Connecticut, the legal framework governing nonprofit organizations, particularly concerning their dissolution and the distribution of assets, is primarily found within the Connecticut General Statutes (CGS), specifically Title 33, Chapter 602, concerning Nonprofit Corporations. When a nonprofit corporation in Connecticut dissolves, its assets must be distributed in accordance with its articles of incorporation, bylaws, and applicable law. The law mandates that after paying or making provision for all liabilities and obligations, any remaining assets must be distributed to one or more domestic or foreign corporations or other organizations engaged in activities substantially similar to those of the dissolving corporation. This ensures that the charitable purpose for which the nonprofit was established continues to be served, even after its dissolution. Failure to adhere to these distribution requirements can lead to legal challenges and potential reversion of assets to the state. The specific intent of the statute is to prevent the private inurement of assets that were dedicated to public or charitable purposes. Therefore, a distribution to a for-profit entity or a private individual, unless that individual is a creditor being paid a debt, would generally be impermissible under Connecticut law. Similarly, a distribution to an organization with a fundamentally different mission would also likely violate the “substantially similar activities” clause. The process involves a formal dissolution procedure, often requiring court oversight or specific filings with the Secretary of the State, depending on the circumstances of the dissolution.

In Connecticut, a nonprofit corporation’s ability to engage in activities that might benefit its members or officers, even indirectly, is governed by strict rules to maintain its tax-exempt status and public trust. Specifically, Section 33-1195 of the Connecticut General Statutes addresses the prohibition of private inurement. This statute, along with IRS regulations under Section 501(c)(3), dictates that no part of a nonprofit’s net earnings can inure to the benefit of any private shareholder or individual. This means that while reasonable compensation for services rendered is permissible, any transaction that disproportionately benefits insiders, such as excessive salaries, loans on favorable terms, or the sale of assets below fair market value to insiders, constitutes a violation. The core principle is that the organization’s resources must be used for its stated charitable or public purposes, not for the private enrichment of those associated with it. When evaluating potential transactions, the focus is on whether the benefit conferred is commensurate with the value provided or the public good served, and whether it unfairly advantages individuals connected to the organization. The Connecticut nonprofit corporation law, mirroring federal guidelines, emphasizes transparency and accountability in all financial dealings to prevent such abuses and ensure the organization remains dedicated to its mission.

Connecticut General Statutes Section 33-1207 outlines the requirements for a nonprofit corporation to amend its articles of incorporation. This statute specifies that amendments must be adopted by the board of directors and, if the amendment would materially and adversely affect the rights of members, by a vote of the members. The statute further details the voting thresholds required for both board and member approval, typically requiring a majority of the directors present at a meeting where a quorum exists, and a majority of the votes cast by members entitled to vote thereon at a meeting of members. The question hinges on identifying the correct statutory provision that governs this specific corporate action. Understanding the hierarchy of corporate governance documents and the statutory framework for amendments is crucial. Connecticut law, like that of many states, provides a clear process for altering the foundational documents of a corporation, ensuring that changes are properly authorized and documented to maintain corporate integrity and transparency.

The Connecticut General Statutes, specifically Section 33-119, governs the dissolution of nonprofit corporations. When a nonprofit corporation dissolves, its assets must be distributed for charitable purposes. Section 33-119(b) mandates that after paying or making provision for debts and obligations, any remaining assets shall be distributed to one or more domestic or foreign corporations or charitable trusts that are qualified to receive tax-deductible contributions under federal law, or for charitable purposes as directed by the Superior Court. This ensures that the assets continue to serve the public good, aligning with the original mission of the nonprofit. The statute explicitly prohibits the distribution of assets to members, directors, or officers of the corporation, except as a reasonable payment for services rendered. Therefore, any remaining assets must be dedicated to furthering charitable objectives, either through direct transfer to similar organizations or via court-appointed distribution for such purposes.

The Connecticut Uniform Prudent Management of Institutional Funds Act (UPMIFA), codified in Connecticut General Statutes § 3-37a et seq., governs the management and investment of institutional funds held by nonprofit organizations. A key aspect of UPMIFA is the concept of “total return” which refers to the total change in the fair value of an institutional fund’s assets over a period, reflecting both income and unrealized and realized gains and losses. UPMIFA allows for the appropriation of so much of an institutional fund as the institution’s governing board determines is prudent for the uses and purposes for which the fund is established, consistent with the organization’s mission. This appropriation is to be based on the total return of the fund, not just the income generated. The Act requires that the governing board exercise ordinary business care and prudence in managing the fund, considering factors such as the duration for which the fund is to be used, the purposes of the organization and the fund, and the needs of the organization and other recipients. The prudence standard applies to the investment and management of the fund as a whole, not to individual investments. Connecticut UPMIFA does not mandate a specific spending rate but requires that any appropriation be prudent. The statute’s emphasis on total return reflects a modern approach to endowment management, allowing for greater flexibility in spending while still preserving the long-term purchasing power of the fund.

Connecticut General Statutes Section 33-1248 outlines the requirements for the dissolution of a nonprofit corporation. When a nonprofit corporation votes to dissolve, it must follow a specific process. First, a resolution of dissolution must be adopted by the board of directors and then approved by the members. Following this approval, the corporation must file a Certificate of Dissolution with the Connecticut Secretary of the State. This certificate must include information such as the date of adoption of the dissolution resolution, a statement that the resolution was adopted in accordance with the corporation’s certificate of incorporation and bylaws, and a statement that the corporation has ceased conducting its activities. Crucially, before filing the certificate of dissolution, the corporation must wind up its affairs. This involves ceasing to conduct its activities except those necessary for winding up, collecting its assets, paying or making provision for all liabilities, and distributing any remaining assets in accordance with the Connecticut Uniform Prudent Investor Act and the corporation’s governing documents, or if none exist, to a recipient that qualifies as an exempt organization under federal tax law. The question tests the understanding of the procedural steps and the legal implications of winding up affairs before final dissolution filing.

The scenario describes a Connecticut nonprofit corporation, “Harborview Community Services,” which is a public charity. This type of organization is subject to specific reporting and operational requirements under Connecticut law, particularly concerning its governance and financial stewardship. When a nonprofit organization proposes to sell or lease its real property, Connecticut General Statutes Section 33-293(c) requires that the sale or lease be approved by a majority of the voting members present at a meeting of the members, provided that notice of the proposed action was included in the notice of the meeting. This provision ensures that significant asset dispositions receive member oversight. The statute further mandates that the instrument of conveyance or lease must be approved by the board of directors. Therefore, for Harborview Community Services to legally lease its facility for a term exceeding five years, it must satisfy both the member approval requirement, as stipulated by the statute for such significant transactions, and the board of directors’ approval of the lease document itself. The question tests the understanding of the dual approval process for major property transactions by Connecticut nonprofits.

In Connecticut, the legal framework governing nonprofit organizations, particularly concerning their dissolution and the distribution of assets, is primarily found within the Connecticut General Statutes. When a nonprofit corporation dissolves, Connecticut law mandates that its assets, after satisfying all debts and liabilities, must be distributed to one or more organizations that are themselves qualified under Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose. This principle ensures that the charitable or public benefit purpose for which the nonprofit was established continues to be served, preventing private inurement. The Connecticut Not-for-Profit Corporation Act outlines the procedures for dissolution, including the filing of a certificate of dissolution and the winding up of affairs. A critical aspect of this winding up is the proper disposition of remaining assets. The statute does not permit distribution to members, directors, or officers unless they are also qualified charitable organizations themselves and the distribution aligns with the corporation’s stated purposes. Therefore, any distribution must be to another 501(c)(3) entity or for a public purpose, reflecting the charitable nature of the dissolved entity’s assets.

The Connecticut General Statutes, specifically Chapter 602, governs nonprofit corporations. Section 33-1000 et seq. outlines the procedures for dissolution. When a nonprofit corporation in Connecticut is dissolved, its assets, after paying or making provision for liabilities, must be distributed to one or more domestic or foreign corporations or not-for-profit corporations or organizations that are qualified under Section 501(c)(3) of the Internal Revenue Code, or to any governmental entity for a public purpose. This ensures that the charitable purpose for which the nonprofit was established continues to be served, preventing private inurement. A distribution to the members of the corporation, even if they are also charitable organizations, would be permissible only if those member organizations themselves meet the criteria for receiving charitable assets upon dissolution as defined by the statute. Therefore, a direct distribution to a member organization that is not itself a 501(c)(3) entity or a governmental body would likely violate the dissolution provisions of Connecticut law, as it would not guarantee the continued application of the assets for charitable purposes.

In Connecticut, a nonprofit corporation that seeks to dissolve voluntarily must adhere to specific statutory procedures to ensure proper winding up of its affairs and distribution of assets. The Connecticut General Statutes, specifically Chapter 602, Part X, outlines the process for dissolution. For a nonprofit corporation, this typically involves a resolution adopted by the board of directors and, in most cases, approval by the members. The statute requires that after adopting a dissolution resolution, the corporation must file a certificate of dissolution with the Secretary of the State. Prior to filing this certificate, the corporation must cease conducting its business except as necessary for winding up, notify creditors of the dissolution, and collect its assets. Assets remaining after paying all liabilities and obligations are then distributed to one or more domestic or foreign corporations or charitable trusts that are qualified under Section 501(c)(3) of the Internal Revenue Code, or for other lawful purposes consistent with the corporation’s original purpose. The Connecticut Uniform Prudent Investor Act, while governing investment decisions for trusts, does not directly dictate the procedural steps for nonprofit dissolution or asset distribution in the same manner as Chapter 602. Similarly, the Connecticut Unfair Trade Practices Act addresses consumer protection and deceptive business practices, which is not the primary legal framework for nonprofit dissolution. The statutory requirements for filing an annual report are distinct from the dissolution process, although an organization must be in good standing regarding filings to undertake dissolution.

Connecticut General Statutes Section 33-1220 outlines the requirements for a nonprofit corporation to be considered a public benefit corporation. This classification is crucial as it often dictates the scope of activities, governance structures, and potential tax exemptions available to the organization. A public benefit corporation is defined as a corporation organized for a public or charitable purpose, rather than for mutual benefit of its members or for any other purpose that would make it a mutual benefit corporation. This means the primary mission must serve a broad societal interest, such as education, religion, poverty relief, or advancement of science or the arts. The statute also implicitly requires that any profits generated must be used to further the corporation’s stated public purpose, not distributed to individuals. The ability to solicit contributions from the public is also a key indicator and often a prerequisite for this classification. The question probes the core understanding of what constitutes a public benefit corporation under Connecticut law, differentiating it from other types of nonprofit entities.

In Connecticut, the dissolution of a nonprofit corporation is governed by specific statutory provisions. The process typically involves a series of steps designed to ensure that the corporation’s affairs are wound up in an orderly manner, its assets are distributed appropriately, and its legal existence is formally terminated. A key aspect of this process is the requirement for a vote by the board of directors and, often, by the members, depending on the corporation’s bylaws and the nature of the dissolution. For a nonprofit corporation, the distribution of assets upon dissolution is particularly critical. Connecticut General Statutes Section 33-1235 outlines the procedures for dissolution and the distribution of assets. It mandates that after satisfying or making provision for all liabilities and obligations, any remaining assets must be distributed to one or more “qualified organizations.” A qualified organization, in this context, is generally defined as an organization that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or a governmental unit for a public purpose. This ensures that the charitable or public benefit purpose for which the nonprofit was established continues to be served, preventing private inurement of assets. The statute also specifies that if the articles of incorporation or bylaws provide for the distribution of assets to specific organizations, those provisions must be followed. If no such provision exists, the board of directors must determine which qualified organizations will receive the remaining assets, typically by resolution. This ensures that the assets are not distributed to members, directors, or officers, which would violate the principles of nonprofit governance and potentially jeopardize the organization’s tax-exempt status. The final step involves filing articles of dissolution with the Connecticut Secretary of the State.

The scenario describes a Connecticut nonprofit organization, “Green Haven Gardens,” that has received a significant bequest. The core legal question pertains to how such a bequest is treated under Connecticut nonprofit law, specifically regarding its classification and the requirements for its management. Connecticut General Statutes (CGS) Section 33-280 defines “charitable trust” and outlines how property held for charitable purposes is managed. Bequests to charitable organizations are generally considered to be held in trust for the stated charitable purposes of the organization. This means that while the organization has control over the funds, they must be used in accordance with the donor’s intent and the organization’s stated mission. The Connecticut Uniform Prudent Investor Act (CUPIA), codified in CGS Chapter 898a, also governs the investment and management of assets held in trust, including those received by nonprofits. This act requires fiduciaries, including nonprofit directors and officers, to exercise reasonable care, skill, and caution when investing and managing trust assets. Therefore, the bequest is a form of charitable trust property that requires prudent management and adherence to the organization’s mission. The other options are incorrect because they mischaracterize the legal status of the bequest or the obligations of the nonprofit. A “general endowment fund” implies a specific type of restricted fund that may not be the case for an unrestricted bequest. “Unrestricted operating revenue” is too broad and does not acknowledge the trust-like nature of a bequest, which often carries implicit or explicit donor intent. “Restricted program funding” would only apply if the donor explicitly stipulated that the funds must be used for a specific program, which is not indicated in the scenario.

In Connecticut, a nonprofit corporation’s ability to convey or mortgage its real property is governed by Connecticut General Statutes Section 33-1204. This statute outlines the process by which a nonprofit corporation can dispose of its assets. Specifically, it requires that any such transaction, including the sale, lease, mortgage, or other disposition of all or substantially all of its assets, must be authorized by a vote of the board of directors. Furthermore, the statute mandates that notice of the proposed transaction must be given to the members, if any, of the corporation. The notice must include a description of the transaction and the date, time, and place of a meeting at which the transaction will be considered. For corporations without members, the board of directors’ vote is typically sufficient, provided the corporation’s certificate of incorporation or bylaws do not impose additional requirements. The statute aims to protect the interests of members and ensure that significant asset dispositions are undertaken with proper corporate oversight. The question probes the specific statutory requirement for authorizing the sale of all or substantially all of a nonprofit’s assets in Connecticut, focusing on the procedural safeguards mandated by state law.

The Connecticut General Statutes, specifically Chapter 602, governs nonprofit corporations. Section 33-1167 addresses the dissolution of a nonprofit corporation. When a nonprofit corporation dissolves, its assets must be distributed in accordance with its certificate of incorporation or bylaws. If these documents do not specify a recipient for remaining assets, or if the specified recipient cannot be identified or located, the assets must be distributed to a nonprofit corporation organized for a purpose similar to that of the dissolving corporation. This ensures that the charitable or public benefit purpose for which the assets were originally dedicated continues to be served. The distribution is not to individual members, nor to the state government for general purposes, unless the certificate or bylaws specifically direct it to a state agency for a related purpose. The primary aim is to prevent private inurement and ensure assets are used for public benefit.

The Connecticut General Statutes Section 33-121(a) outlines the requirements for a nonprofit corporation to amend its articles of incorporation. An amendment must be adopted by the board of directors and then approved by the members. Specifically, for amendments to the articles of incorporation, the statute requires approval by a majority of the votes cast by the members entitled to vote thereon at a meeting of members, or by a greater proportion if the articles of incorporation or bylaws specify a greater proportion. The process involves a formal proposal, notice to members of the proposed amendment and the meeting at which it will be voted upon, and a vote by the membership. Without this membership approval, the amendment is not legally effective. The board of directors can initiate the process and approve the amendment by resolution, but final authority for such significant changes typically rests with the membership in Connecticut nonprofit law.

The Connecticut General Statutes, specifically Chapter 632, governs nonprofit corporations. Section 33-117 outlines the requirements for a nonprofit corporation’s articles of incorporation. For a corporation to be recognized as a public benefit corporation under Connecticut law, its articles of incorporation must clearly state its purpose, which must be exclusively charitable, religious, educational, scientific, literary, or for the prevention of cruelty to children or animals. Furthermore, Section 33-119 details the purpose of a mutual benefit corporation, which is to engage in any lawful activity other than those for which a public benefit corporation is formed. A social welfare corporation, as defined by Section 33-119, is one whose primary purpose is to promote social welfare, which can include civic, social, or recreational activities, but not the private benefit of its members. The key distinction for a public benefit corporation lies in its dedication of assets to charitable purposes and its operation for the benefit of the public, rather than private individuals or members. Therefore, an organization intending to operate solely for the advancement of educational initiatives and community enrichment, with no provision for private inurement, aligns with the definition and requirements of a public benefit corporation in Connecticut.

The scenario describes a Connecticut nonprofit corporation that has received a substantial bequest intended for the perpetual care of a specific historical cemetery. Connecticut General Statutes Section 33-247 defines a public benefit corporation, which is a common classification for nonprofits focused on charitable or public purposes. Section 33-295 outlines the powers of a nonprofit corporation, including the ability to accept gifts and donations for its purposes. Section 33-299 specifically addresses the dissolution of a nonprofit corporation, stating that upon dissolution, assets must be distributed for charitable purposes. When a nonprofit dissolves, any remaining assets that are subject to a restriction on use, such as a bequest for a specific purpose, must be transferred to another organization that has similar purposes and can fulfill the original restriction. This ensures that the donor’s intent is honored. In this case, the bequest for cemetery care is a restricted fund. If the nonprofit dissolves, its assets, including this restricted fund, cannot be distributed to its members or officers. Instead, the assets must be transferred to another organization that can continue the perpetual care of the historical cemetery, thereby fulfilling the terms of the bequest. The Connecticut Attorney General’s office often oversees such distributions to ensure compliance with donor intent and state law. Therefore, the most appropriate action is to transfer the remaining funds to another qualified nonprofit dedicated to historical preservation or cemetery maintenance that can assume the responsibility of perpetual care.