Conn. Gen. Stat. § 33-1120 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1120
Sec. 33-1120. Court-ordered indemnification and advance for expenses.
Status: in_force

(b) If the court determines that the director is entitled to indemnification under subdivision (1) of subsection (a) of this section or to indemnification or advance for expenses under subdivision (2) of subsection (a) of this section, it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subdivision (3) of subsection (a) of this section, it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses.
Conn. Gen. Stat. § 33-1003a — Connecticut Code / Title 33 / Chapter 602 / Section 33-1003a
Sec. 33-1003a. Qualified director.
Status: in_force

(1) Section 33-1119 or 33-1121 , (A) is not a party to the proceeding, (B) is not a director who sought approval for a director's conflicting interest transaction under section 33-1129 or a disclaimer of the corporation's interest in a business opportunity under section 33-1131 , which approval or disclaimer is challenged in the proceeding, and (C) does not have a material relationship with a director described in either subparagraph (A) or (B) of this subdivision;

(2) Section 33-1129 , is not a director (A) as to whom the transaction is a director's conflicting interest transaction, or (B) who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction; or

(3) Section 33-1131 , would be a qualified director under subdivision (2) of this subsection if the business opportunity were a director's conflicting interest transaction.

(b) For purposes of this section:

(1) “Material relationship” means a familial, financial, professional or employment relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken; and

(2) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the members or directors generally, that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.

(c) The presence of one or more of the following circumstances shall not by itself prevent a director from being a qualified director:

(1) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others; or

(2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is also a director.
Conn. Gen. Stat. § 33-1285 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1285
Sec. 33-1285. Judicial relief.
Status: in_force

(b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the certificate of incorporation, bylaws and sections 33-1000 to 33-1290 , inclusive, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.

(c) The order issued pursuant to this section may, upon a finding that it is fair and equitable under the circumstances, dispense with any requirement relating to the holding of or voting at meetings or obtaining of votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the certificate of incorporation, bylaws or sections 33-1000 to 33-1290 , inclusive.

(d) Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the certificate of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets.

(e) Any meeting or other method of obtaining the vote of members or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the certificate of incorporation, bylaws and sections 33-1000 to 33-1290 , inclusive.
Conn. Gen. Stat. § 33-1078 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1078
Sec. 33-1078. Inspectors.
Status: in_force

(b) The inspectors shall (1) ascertain the number of members entitled to vote and the voting power of each; (2) determine the members represented at a meeting; (3) determine the validity of proxies and ballots; (4) count all votes; and (5) determine the result.

(c) An inspector may be an officer or employee of the corporation.
Conn. Gen. Stat. § 33-649 — Connecticut Code / Title 33 / Chapter 601 / Section 33-649
Sec. 33-649. Ultra vires.
Status: in_force

(b) A corporation's power to act may be challenged: (1) In a proceeding by a shareholder against the corporation to enjoin the act; or (2) in a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation.

(c) In a shareholder's proceeding under subdivision (1) of subsection (b) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
Conn. Gen. Stat. § 33-1073 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1073
Sec. 33-1073. Corporation's acceptance or rejection of votes.
Status: in_force

(b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:

(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) The name signed purports to be that of an attorney-in-fact, administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of such status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

(4) Two or more persons are comembers or fiduciaries and the name signed purports to be the name of at least one of such persons and the person signing appears to be acting on behalf of all of such persons.

(c) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section or subsection (b) of section 33-1072 are not liable in damages to the member for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section or subsection (b) of section 33-1072 is valid unless a court of competent jurisdiction determines otherwise.
Conn. Gen. Stat. § 33-1031 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1031
Sec. 33-1031. Emergency bylaws.
Status: in_force

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Conn. Gen. Stat. § 33-646 — Connecticut Code / Title 33 / Chapter 601 / Section 33-646
Sec. 33-646. Authorization to form corporation to transact insurance business.
Status: in_force

(b) All expenses incurred by the commissioner in connection with proceedings under this section shall be paid by the person filing the application.
Conn. Gen. Stat. § 33-923 — Connecticut Code / Title 33 / Chapter 601 / Section 33-923
Sec. 33-923. Amended certificate of authority.
Status: in_force

(b) The requirements of section 33-922 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Conn. Gen. Stat. § 33-1239 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1239
Sec. 33-1239. Inspection of records by directors.
Status: in_force

(b) The superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.

(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's costs, including reasonable counsel fees, incurred in connection with the application.
Conn. Gen. Stat. § 33-711 — Connecticut Code / Title 33 / Chapter 601 / Section 33-711
Sec. 33-711. Greater quorum or voting requirement.
Status: in_force

(b) An amendment to the certificate of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Conn. Gen. Stat. § 33-1074 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1074
Sec. 33-1074. Quorum and voting requirements.
Status: in_force

(b) Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(c) Where any of sections 33-1000 to 33-1290 , inclusive, requires for any purpose the vote of a designated proportion of the voting power of members entitled to vote on a matter, or of the members of any particular class entitled to vote thereon as a class, if a quorum exists, action on the matter, other than the election of directors, by such members or by the members of such a class, is approved if the votes cast favoring the action by the members voting or by the members of such a class voting, are in such designated proportion of the total votes cast by such members or by the members of such a class, unless the certificate of incorporation requires a greater vote.

(d) Where subsection (c) of this section is not applicable, if a quorum exists, action on a matter, other than the election of directors, by the members entitled to vote thereon, or by the members of any particular class entitled to vote thereon as a class, is approved if the votes cast by such members voting, or by the members of such class voting, favoring the action exceed the votes cast by such members, or by the members of such a class, opposing the action, unless the certificate of incorporation requires a greater vote.

(e) An amendment of a certificate of incorporation adding, changing or deleting a voting requirement is governed by section 33-1076 . An amendment of a certificate of incorporation or bylaws adding, changing or deleting a quorum requirement is governed by section 33-1076 .

(f) The election of directors is governed by section 33-1077 .
Conn. Gen. Stat. § 33-1057 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1057
Sec. 33-1057. Corporation may impose fines and penalties and levy dues and assessments.
Status: in_force

(b) A corporation may levy dues or assessments against members if provided in a bylaw provision duly adopted (1) by the affirmative vote of at least two-thirds of the members of each class of members, voting as a class, to which the levy applies, even though any such class of members is not otherwise entitled to vote, or (2) by the directors if the directors are authorized to do so by a bylaw provision adopted by the affirmative vote of at least two-thirds of the members of each class of members, voting as a class, to which a levy may apply, even though any such class of members is not otherwise entitled to vote.

(c) For purposes of this section, the corporation's initial bylaws adopted by (1) the incorporators or (2) the board of directors shall be deemed to have been adopted by all the members entitled to vote thereon, if any.

(d) Notwithstanding any limitation on the amount of a fine or penalty set forth in subsection (a) of this section, a corporation organized under sections 33-1000 to 33-1290 , inclusive, or any predecessor statutes, that is a trade association or other professional organization exempt from taxation under Section 501(c)(6) of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, may impose a fine on a member, not to exceed the amount set forth in the bylaws, for the violation of a code of ethics or other code of conduct upon majority vote of its board of directors in accordance with its bylaws, provided the articles of association or bylaws of the corporation contain a written provision whereby members agree to be bound by such code of ethics or code of conduct as a condition of membership.
Conn. Gen. Stat. § 33-1140 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1140
Sec. 33-1140. Authority to amend.
Status: in_force

(b) A member of the corporation does not have a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, purpose or duration of the corporation.
Conn. Gen. Stat. § 33-955 — Connecticut Code / Title 33 / Chapter 601 / Section 33-955
Sec. 33-955. Interim notice of change of director or officer.
Status: in_force

(b) Any changes to the directors or officers of a domestic or foreign corporation that occur within the thirty-day period preceding the month during which the corporation's annual report becomes due shall be reflected on such corporation's next annual report filed pursuant to section 33-953 .
Conn. Gen. Stat. § 33-862 — Connecticut Code / Title 33 / Chapter 601 / Section 33-862
Sec. 33-862. Appraisal notice and form.
Status: in_force

(b) The appraisal notice shall be delivered no earlier than the date the corporate action specified in subsection (a) of section 33-856 became effective and no later than ten days after such date, and must:

(1) Supply a form that (A) specifies the first date of any announcement to shareholders made before the date the corporate action became effective of the principal terms of the proposed corporate action, (B) if such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date, and (C) requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction as to the class or series of shares for which appraisal is sought;

(2) State:

(A) Where the form shall be sent and where certificates for certificated shares shall be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the corporation must receive the required form under subparagraph (B) of this subdivision;

(B) A date by which the corporation must receive the form which date may not be fewer than forty nor more than sixty days after the date the appraisal notice under subsection (a) of this section is sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;

(C) The corporation's estimate of the fair value of the shares;

(D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in subparagraph (B) of this subdivision, the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and

(E) The date by which the notice to withdraw under section 33-863 must be received, which date must be within twenty days after the date specified in subparagraph (B) of this subdivision; and

(3) Be accompanied by a copy of sections 33-855 to 33-872 , inclusive.

Cited. 44 CS 12.
Conn. Gen. Stat. § 33-240 — Connecticut Code / Title 33 / Chapter 597 / Section 33-240
Sec. 33-240. License fee. Exemption from excise and income taxes.
Status: in_force

The legislature has wide discretion in the classification of property for taxation and in granting exemptions. 142 C. 483.
Conn. Gen. Stat. § 33-641 — Connecticut Code / Title 33 / Chapter 601 / Section 33-641
Sec. 33-641. Emergency bylaws.
Status: in_force

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Conn. Gen. Stat. § 33-1171 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1171
Sec. 33-1171. Dissolution by resolution of board of directors and members.
Status: in_force

(b) For a proposal to dissolve to be adopted: (1) The board of directors must approve the dissolution; (2) the board of directors must recommend dissolution to the members entitled to vote on the dissolution, if any, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members entitled to vote on the dissolution with the submission of the proposal to dissolve; and (3) the members entitled to vote on dissolution must approve the proposal to dissolve, either before or after the actions required in subdivisions (1) and (2) of this subsection as provided in subsection (e) of this section.

(c) The board of directors may condition its submission of the proposal for dissolution on any basis.

(d) The corporation shall notify each member entitled to vote on dissolution of the proposed members' meeting in accordance with section 33-1065 . The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

(e) Unless sections 33-1000 to 33-1290 , inclusive, the certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by classes of members, the proposal to dissolve must be approved by: (1) If no class of members is entitled to vote separately as a class on the proposal to dissolve, at least two-thirds of the votes cast by the members entitled to vote thereon, and (2) if any class of members is entitled to vote separately as a class on the proposal to dissolve, at least two-thirds of the votes cast by the members of each such class.

(f) If the corporation has no members, or no members entitled to vote upon dissolution, dissolution shall be authorized by resolution adopted by the board of directors.
Conn. Gen. Stat. § 33-921 — Connecticut Code / Title 33 / Chapter 601 / Section 33-921
Sec. 33-921. Consequences of transacting business without authority.
Status: in_force

(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.

(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

(d) A foreign corporation is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to (1) all fees and taxes which would have been imposed by law upon such corporation had it duly applied for and received such certificate of authority to transact business in this state, and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign corporation is further liable to this state, for each month or part thereof during which it transacted business without a certificate of authority, in an amount equal to three hundred dollars, except that a foreign corporation which has obtained a certificate of authority not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. Such fees and penalties may be levied by the Secretary of the State. The Attorney General shall bring such action as he may deem necessary to recover any amounts due the state under the provisions of this subsection including an action to restrain a foreign corporation against which fees and penalties have been imposed pursuant to this subsection from transacting business in this state until such time as such fees and penalties have been paid. Any action to enforce liability under this section shall be brought by the Attorney General not later than three years after the date of the levy assessed by the Secretary of the State.

(e) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.

Foreign corporation that sought to recover credit card debt from consumer and that did not have a physical presence or employees in this state was “transacting business in interstate commerce” under Sec. 33-920(b)(11), and was not prohibited from maintaining action for failure to obtain a certificate of authority. 128 CA 843.
Conn. Gen. Stat. § 33-268 — Connecticut Code / Title 33 / Chapter 598 / Section 33-268
Sec. 33-268. Election of trustees.
Status: in_force

Powers of bishops; courts follow decision of ecclesiastical tribunal. 73 C. 216.
Conn. Gen. Stat. § 33-809 — Connecticut Code / Title 33 / Chapter 601 / Section 33-809
Sec. 33-809. Bylaw provisions relating to the election of directors.
Status: repealed

(1) Each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes;

(2) To be elected, a nominee must have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of (A) ninety days from the date on which the voting results are determined pursuant to subdivision (5) of subsection (b) of section 33-713 , or (B) the date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board to which section 33-744 applies. Subject to subdivision (3) of this subsection, a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the ninety-day period specified in subparagraph (A) of this subdivision; and

(3) The board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.

(b) Subsection (a) of this section does not apply to an election of directors by a voting group if (1) at the expiration of the time fixed under a provision requiring advance notification of director candidates, or (2) absent such a provision, at a time fixed by the board of directors which is not more than fourteen days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the board of directors determines before the notice of meeting is given that such individual's candidacy does not create a bona fide election contest.

(c) A bylaw electing to be governed by this section may be repealed:

(1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or

(2) If adopted by the board of directors, by the board of directors or the shareholders.
Conn. Gen. Stat. § 33-744 — Connecticut Code / Title 33 / Chapter 601 / Section 33-744
Sec. 33-744. Vacancy on board of directors.
Status: in_force

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.

(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 33-741 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.