Conn. Gen. Stat. § 33-784 — Connecticut Code / Title 33 / Chapter 601 / Section 33-784
Sec. 33-784. Shareholders' action.
Status: in_force

(b) A director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under subsection (c) of this section, and the identity of the holders of those shares.

(c) For purposes of this section: (1) “Holder” means, and “held by” refers to shares held by, both a record shareholder, as defined in subdivision (7) of section 33-855 , and a beneficial shareholder; and (2) “qualified shares” means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) of this section is notified, are held by (A) a director who has a conflicting interest respecting the transaction, or (B) a related person of the director, excluding a person described in subparagraph (F) of subdivision (5) of section 33-781 .

(d) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this section. Subject to the provisions of subsection (e) of this section, shareholders' action that otherwise complies with this section is not affected by the presence of holders, or by the voting, of shares that are not qualified shares.

(e) If a shareholders' vote does not comply with subsection (a) of this section solely because of a director's failure to comply with subsection (b) of this section, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances.

(f) Where shareholders' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the certificate of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate.
Conn. Gen. Stat. § 33-867 — Connecticut Code / Title 33 / Chapter 601 / Section 33-867
Sec. 33-867. After-acquired shares.
Status: in_force

(b) If the corporation elected to withhold payment under subsection (a) of this section, it must, within thirty days after the form required by subparagraph (B) of subdivision (2) of subsection (b) of section 33-862 is due, notify all shareholders who are described in subsection (a) of this section:

(1) Of the information required by subdivision (1) of subsection (b) of section 33-865 ;

(2) Of the corporation's estimate of fair value pursuant to subdivision (2) of subsection (b) of section 33-865 ;

(3) That such shareholders may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand payment under section 33-868 ;

(4) That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer; and

(5) That those shareholders who do not satisfy the requirements for demanding payment under section 33-868 shall be deemed to have accepted the corporation's offer.

(c) Within ten days after receiving the shareholder's acceptance pursuant to subsection (b) of this section, the corporation must pay in cash the amount it offered under subdivision (2) of subsection (b) of this section to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.

(d) Within forty days after sending the notice described in subsection (b) of this section, the corporation must pay in cash the amount it offered to pay under subdivision (2) of subsection (b) of this section to each shareholder described in subdivision (5) of subsection (b) of this section.

Cited. 44 CS 12.
Conn. Gen. Stat. § 33-820 — Connecticut Code / Title 33 / Chapter 601 / Section 33-820
Sec. 33-820. Effect of merger or share exchange.
Status: in_force

(1) The corporation that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be;

(2) The separate existence of every corporation that is merged into the survivor ceases;

(3) All liabilities of each corporation that is merged into the survivor are vested in the survivor;

(4) All property owned by, and every contract right possessed by, each corporation that merges into the survivor is vested in the survivor without reversion or impairment;

(5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

(6) The certificate of incorporation of the survivor are amended to the extent provided in the certificate of merger;

(7) The certificate of incorporation of a survivor that is created by the merger become effective; and

(8) The shares of each corporation that is a party to the merger that are to be converted under the plan of merger into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are converted, and the former holders of such shares or interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under sections 33-855 to 33-879 , inclusive.

(b) When a share exchange becomes effective, the former holders of shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under sections 33-855 to 33-879 , inclusive.

(c) Any shareholder of a domestic corporation that is a party to a merger or a share exchange and, prior to the merger or the share exchange, was liable for the liabilities or obligations of such corporation, shall not be released from such liabilities or obligations by reason of the merger or the share exchange.

(d) Upon a merger becoming effective, a foreign corporation that is the survivor of the merger is deemed to: (1) Appoint the Secretary of the State as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights; and (2) agree that it shall promptly pay the amount, if any, to which such shareholders are entitled under sections 33-855 to 33-879 , inclusive.
Conn. Gen. Stat. § 33-1116 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1116
Sec. 33-1116. Definitions.
Status: in_force

(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger.

(2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.

(3) “Expenses” include counsel fees.

(4) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

(5) “Official capacity” means: (A) When used with respect to a director, the office of director in a corporation; and (B) when used with respect to an officer, as contemplated in section 33-1122 , the office in a corporation held by the officer. “Official capacity” does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan or other entity.

(6) “Party” means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.

(7) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.
Conn. Gen. Stat. § 33-1004 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1004
Sec. 33-1004. Filing requirements.
Status: in_force

(b) Sections 33-1000 to 33-1290 , inclusive, shall require or permit filing the document in the office of the Secretary of the State.

(c) The document shall contain the information required by sections 33-1000 to 33-1290 , inclusive. It may contain other information as well.

(d) The document shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.

(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(g) The person executing the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.

(h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-1005 , the document shall be in or on the prescribed form.

(i) The document shall be delivered to the office of the Secretary of the State for filing. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-1052 and 33-1218 .

(j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-1000 to 33-1290 , inclusive, or other law, must be paid or provision for payment made in a manner permitted by the Secretary of the State.

(k) When any document is required or permitted to be filed or recorded as provided in sections 33-1000 to 33-1290 , inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

(l) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 33-1000 to 33-1290 , inclusive, to be filed with the Secretary of the State.
Conn. Gen. Stat. § 33-677 — Connecticut Code / Title 33 / Chapter 601 / Section 33-677
Sec. 33-677. Shares without certificates.
Status: in_force

(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by subsections (b) and (c) of section 33-676 , and, if applicable, section 33-678 .
Conn. Gen. Stat. § 33-1359 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1359
Sec. 33-1359. Benefit director.
Status: in_force

(b) The benefit director shall be elected, and may be removed, in the manner provided under chapter 601. The benefit director shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The certificate of incorporation or bylaws or a shareholder agreement of a benefit corporation may prescribe additional qualifications of the benefit director that are consistent with this subsection.

(c) The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to its shareholders required by section 33-1363 , the opinion of the benefit director on each of the following: (1) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report, (2) whether the directors and officers complied with subsection (a) of section 33-1358 and subsection (a) of section 33-1360 , respectively, and (3) if, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to comply with subsection (a) of section 33-1358 or subsection (a) of section 33-1360 , a description of the ways in which the benefit corporation or the corporation's directors or officers failed to comply.

(d) The act or omission of an individual in the capacity of a benefit director shall constitute for all purposes an act or omission of that individual in the capacity of a director of the benefit corporation.

(e) Regardless of whether the certificate of incorporation of a benefit corporation includes a provision limiting the personal liability of directors, as authorized by chapter 601, a benefit director shall not be personally liable for any act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, wilful misconduct or a knowing violation of law.
Conn. Gen. Stat. § 33-1066 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1066
Sec. 33-1066. Waiver of notice.
Status: in_force

(b) A member's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Conn. Gen. Stat. § 33-1109 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1109
Sec. 33-1109. Officers.
Status: in_force

(b) An officer may appoint one or more officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and members' meetings and for maintaining and authenticating the records of the corporation required to be kept under subsections (a) and (e) of section 33-1235 .

(d) The same individual may simultaneously hold more than one office in a corporation.
Conn. Gen. Stat. § 33-844 — Connecticut Code / Title 33 / Chapter 601 / Section 33-844
Sec. 33-844. Business combination with interested shareholder prohibited for five years unless approved by board of directors.
Status: in_force

(b) If a good faith proposal is made in writing to the board of directors of a resident domestic corporation regarding a business combination, the board of directors shall respond, in writing, within forty-five days or such shorter period, if any, as may be required by the Exchange Act, setting forth its reasons for its decision regarding such proposal. If a good faith proposal to purchase stock is made in writing to the board of directors of a resident domestic corporation, the board of directors, unless it responds affirmatively in writing within forty-five days or such shorter period, if any, as may be required by the Exchange Act, shall be deemed to have disapproved such stock purchase.

(c) The provisions of this section shall be in addition to any other provisions of the general statutes which apply to such business combination.
Conn. Gen. Stat. § 33-702 — Connecticut Code / Title 33 / Chapter 601 / Section 33-702
Sec. 33-702. Chairperson to preside.
Status: in_force

(b) The chairperson, unless the certificate of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.

(c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.

(d) The chairperson of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes thereto, may be accepted.
Conn. Gen. Stat. § 33-687 — Connecticut Code / Title 33 / Chapter 601 / Section 33-687
Sec. 33-687. Distributions to shareholders.
Status: in_force

(b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption or other acquisition of the corporation's shares, it is the date the board of directors authorizes the distribution.

(c) No distribution may be made if, after giving it effect: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) the corporation's total assets would be less than the sum of its total liabilities plus, unless the certificate of incorporation permits otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(e) Except as provided in subsection (g) of this section, the effect of a distribution under subsection (c) of this section is measured: (1) In the case of distribution by purchase, redemption or other acquisition of the corporation's shares, as of the earlier of (A) the date money or other property is transferred or debt incurred by the corporation or (B) the date the shareholder ceases to be a shareholder with respect to the acquired shares; (2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (3) in all other cases, as of (A) the date the distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization or (B) the date the payment is made if it occurs more than one hundred twenty days after the date of authorization.

(f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

(g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.

(h) This section shall not apply to distributions in the course of dissolution under sections 33-880 to 33-887 , inclusive.
Conn. Gen. Stat. § 33-704 — Connecticut Code / Title 33 / Chapter 601 / Section 33-704
Sec. 33-704. Shareholders' list for meeting.
Status: in_force

(b) The shareholders' list for notice shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, (1) at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held, or (2) on a reasonably accessible electronic network, provided the information required to gain access to such list is provided with the notice of the meeting. In the event that the corporation makes the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation. A shareholders' list for voting must be similarly available for inspection promptly after the record date for voting. A shareholder, his agent or attorney is entitled on written demand to inspect and, subject to the requirements of subsection (d) of section 33-946 , to copy a list, during regular business hours and at his expense, during the period it is available for inspection.

(c) If the meeting is to be held at a place, the corporation shall make the list of shareholders entitled to vote available during the meeting, and any shareholder, his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is to be held solely by means of remote communication, such list shall be open to inspection during the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

(d) If the corporation refuses to allow a shareholder or his agent or attorney to inspect a shareholders' list before or at the meeting, or copy a list as permitted by subsection (b) of this section, the superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

(e) Refusal or failure to prepare or make available a shareholders' list does not affect the validity of action taken at the meeting.
Conn. Gen. Stat. § 33-1045 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1045
Sec. 33-1045. Corporate name.
Status: reserved

(b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the Secretary of the State from: (1) The corporate name of a corporation or business corporation incorporated or authorized to conduct affairs in this state; (2) a corporate name reserved or registered with the Secretary of the State; (3) the fictitious name adopted by a foreign corporation authorized to conduct affairs in this state because its real name is unavailable; (4) the corporate name of any foreign corporation or business corporation authorized to transact business or conduct affairs in this state; (5) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; (6) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; (7) the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state; and (8) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

(c) A corporation may apply to the Secretary of the State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use of the name applied for if: (1) The other corporation, limited partnership, limited liability company or other entity, as the case may be, consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of the State to change its name to a name that is distinguishable upon the records of the Secretary of the State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of the State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to conduct affairs in this state and the corporation seeking to use the name: (1) Has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

(e) Sections 33-1000 to 33-1290 , inclusive, do not control the use of fictitious names.
Conn. Gen. Stat. § 33-418o — Connecticut Code / Title 33 / Chapter 599a / Section 33-418o
Sec. 33-418o. Conversion of shares upon revocation of election. Consolidation or merger restricted.
Status: in_force

(b) A worker cooperative which has not revoked its election under this chapter may not consolidate or merge with another corporation other than a worker cooperative. Two or more worker cooperatives may consolidate or merge in accordance with sections 33-815 , 33-817 , 33-819 and 33-820 and subdivision (1) of subsection (a) of section 33-856 .
Conn. Gen. Stat. § 33-206 — Connecticut Code / Title 33 / Chapter 596 / Section 33-206
Sec. 33-206. Merger of cooperative associations and cooperative marketing corporations.
Status: in_force

See Sec. 33-1155 et seq. re merger of nonstock corporations.
Conn. Gen. Stat. § 33-1053 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1053
Sec. 33-1053. Service of process on corporation.
Status: in_force

(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by any proper officer or other person lawfully empowered to make service by sending a true and attested copy of the process, notice or demand by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is effective under this subsection at the earliest of: (1) The date the corporation receives the mail; (2) the date shown on the return receipt, if signed on behalf of the corporation; or (3) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.

(c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.

See Sec. 1-2a re construction of references to “United States mail”, “postmark” or “registered or certified mail”.
Conn. Gen. Stat. § 33-182bb — Connecticut Code / Title 33 / Chapter 594b / Section 33-182bb
Sec. 33-182bb. Organization and membership of medical foundation. Board of directors. Notices.
Status: in_force

(b) Any (1) independent practice association, or (2) other business entity that (A) is registered to do business in this state pursuant to this title or title 34, (B) has a principal place of business in the state, and (C) has sixty per cent or more of the entity's ownership and control held individually or jointly by (i) an independent practice association, (ii) a provider, or (iii) a professional partnership, professional corporation or limited liability company that is not a captive professional entity, as defined in section 19a-486i , and that is formed to render professional medical services, and each partner, shareholder or member of such professional partnership, professional corporation or limited liability company is a physician licensed under chapter 370, may organize and become a member of a medical foundation for the purpose of practicing medicine and providing health care services as a medical foundation through employees or agents of such medical foundation who are providers. The ownership or control of any independent practice association or other business entity organizing a medical foundation pursuant to this subdivision may not include any hospital, health system, medical school or medical foundation organized pursuant to subsection (a) of this section.

(c) A medical foundation shall be governed by a board of directors, which shall consist of an equal or greater number of providers than nonprovider employees of the members, in addition to such other directors as may be elected by the members. The authority to appoint or elect board members shall not be granted to any person or entity that is not a member of the medical foundation.

(d) Notwithstanding the provisions of this subsection, (1) no employee or representative of a for-profit hospital, for-profit health system, for-profit medical school or any entity that owns or controls a for-profit hospital, for-profit health system or for-profit medical school may serve on the board of directors of a medical foundation organized by a nonprofit hospital, nonprofit health system or nonprofit medical school or a medical foundation organized pursuant to subsection (b) of this section; (2) no employee or representative of a nonprofit hospital, nonprofit health system, nonprofit medical school or any entity that owns or controls a nonprofit hospital, nonprofit health system or nonprofit medical school may serve on the board of directors of a medical foundation organized by a for-profit hospital, for-profit health system or for-profit medical school or a medical foundation organized pursuant to subsection (b) of this section; and (3) no person shall serve on the board of directors of more than one medical foundation.

(e) Any medical foundation organized on or after July 1, 2009, shall file a copy of its certificate of incorporation and any amendments to its certificate of incorporation with the Health Systems Planning Unit of the Office of Health Strategy not later than ten business days after the medical foundation files such certificate of incorporation or amendment with the Secretary of the State pursuant to chapter 602.

(f) Any medical group clinic corporation formed under chapter 594 of the general statutes, revision of 1958, revised to 1995, which amends its certificate of incorporation pursuant to subsection (a) of section 33-182cc , shall file with the Health Systems Planning Unit of the Office of Health Strategy a copy of its certificate of incorporation and any amendments to its certificate of incorporation, including any amendment to its certificate of incorporation that complies with the requirements of subsection (a) of section 33-182cc , not later than ten business days after the medical foundation files its certificate of incorporation or any amendments to its certificate of incorporation with the Secretary of the State.

(g) Any medical foundation, regardless of when organized, shall file notice with the Health Systems Planning Unit of the Office of Health Strategy and the Secretary of the State of its liquidation, termination, dissolution or cessation of operations not later than ten business days after a vote by its board of directors or members to take such action. A medical foundation shall, annually, provide the office with (1) a statement of its mission, (2) the name and address of the organizing members, (3) the name and specialty of each physician employed by or acting as an agent of the medical foundation, (4) the location or locations where each such physician practices, (5) a description of the services provided at each such location, (6) a description of any significant change in its services during the preceding year, (7) a copy of the medical foundation's governing documents and bylaws, (8) the name and employer of each member of the board of directors, and (9) other financial information as reported on the medical foundation's most recently filed Internal Revenue Service return of organization exempt from income tax form, or any replacement form adopted by the Internal Revenue Service, or, if such medical foundation is not required to file such form, information substantially similar to that required by such form. The Health Systems Planning Unit shall make such forms and information available to members of the public and accessible on said unit's Internet web site.

(h) A medical foundation may operate at such locations as are designated by its members.

(i) A hospital, health system, medical school, independent practice association or other business entity authorized to organize a medical foundation may organize and be a member of no more than one medical foundation.

(j) Nothing in this chapter shall be construed to modify, impair, supersede or create an exemption from the operation of any state antitrust law or to authorize conduct in violation of chapter 624 or 735a or any other state or federal law.
Conn. Gen. Stat. § 33-946 — Connecticut Code / Title 33 / Chapter 601 / Section 33-946
Sec. 33-946. Inspection of records by shareholders.
Status: in_force

(b) For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its web site or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting.

(c) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (d) of this section and gives the corporation a signed written notice of his demand at least five business days before the date on which he wishes to inspect and copy: (1) Excerpts from minutes of any meeting of the board of directors or a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action taken by the shareholders, the board of directors or a committee of the board without a meeting, to the extent not subject to inspection under subsection (a) of this section; (2) accounting records of the corporation; and (3) the record of shareholders.

(d) A shareholder may inspect and copy the records described in subsection (c) of this section only if: (1) His demand is made in good faith and for a proper purpose; (2) he describes with reasonable particularity his purpose and the records he desires to inspect; and (3) the records are directly connected with his purpose.

(e) The right of inspection granted by this section may not be abolished or limited by a corporation's certificate of incorporation or bylaws.

(f) This section does not affect: (1) The right of a shareholder to inspect records under section 33-704 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; (2) the power of a court, independently of sections 33-600 to 33-998 , inclusive, to compel the production of corporate records for examination.

(g) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.

Cited. 45 CS 101.
Conn. Gen. Stat. § 33-1238 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1238
Sec. 33-1238. Court-ordered inspection.
Status: in_force

(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections (b) and (c) of section 33-1236 may apply to 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 to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs, including reasonable attorney's fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
Conn. Gen. Stat. § 33-695 — Connecticut Code / Title 33 / Chapter 601 / Section 33-695
Sec. 33-695. Annual meeting.
Status: in_force

(b) Unless the board of directors determines that an annual shareholders' meeting shall be held solely by means of remote communication in accordance with subsection (c) of section 33-703 , such meeting (1) may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or (2) if no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.

(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Conn. Gen. Stat. § 33-801 — Connecticut Code / Title 33 / Chapter 601 / Section 33-801
Sec. 33-801. Restated certificate of incorporation.
Status: in_force

(b) If the restated certificate of incorporation includes one or more new amendments that require shareholder approval, the new amendments must be adopted and approved as provided in section 33-797 .

(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with (1) a statement that the restated certificate of incorporation consolidates all amendments into a single document, and (2) if a new amendment is included in the restated certificate of incorporation, the statement required under section 33-800 .

(d) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.

(e) The Secretary of the State may certify a restated certificate of incorporation as the certificate of incorporation currently in effect, without including the statement information required by subsection (c) of this section.
Conn. Gen. Stat. § 33-1036 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1036
Sec. 33-1036. General powers.
Status: in_force

(1) To sue and be sued, complain and defend in its corporate name;

(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(3) To make and amend bylaws, not inconsistent with its certificate of incorporation or with the laws of this state, for managing and regulating the affairs of the corporation;

(4) To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located, including the power to take property of any description or any interest therein by gift, devise or bequest;

(5) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;

(6) To purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;

(7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;

(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(9) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;

(10) To conduct its activities, locate offices and exercise the powers granted by sections 33-1000 to 33-1290 , inclusive, within or without this state;

(11) To elect directors and appoint officers, employees and agents of the corporation, define their duties and fix their compensation;

(12) To pay pensions and establish pension plans, pension trusts and other benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;

(13) To make donations not inconsistent with law for the public welfare or for charitable, scientific or educational purposes and for other purposes that further the corporate interest;

(14) To transact any lawful activity that will aid government policy;

(15) To impose or levy fines, penalties, dues, assessments, admission and transfer fees upon its members;

(16) To establish conditions for admission of members, admit members and issue memberships and certificates evidencing membership;

(17) To carry on one or more businesses;

(18) To make payments or donations, or do any other act, not inconsistent with law, that furthers the activities and affairs of the corporation; and

(19) To enter into any arrangement with others for any union of interest with respect to any activities which the corporation has power to conduct by itself, even if such arrangement involves sharing or delegation of control of such activities with or to others.
Conn. Gen. Stat. § 33-1336 — Connecticut Code / Title 33 / Chapter 603 / Section 33-1336
Sec. 33-1336. Whistle-blowing protections for employees of certain corporations.
Status: in_force

(b) An employee who alleges discharge or other discrimination by any person in violation of subsection (a) of this section may bring an action in the Superior Court for damages and injunctive relief against such person, not later than one year after knowledge of the specific incident giving rise to such claim.
Conn. Gen. Stat. § 33-671 — Connecticut Code / Title 33 / Chapter 601 / Section 33-671
Sec. 33-671. Subscription for shares before incorporation.
Status: in_force

(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series unless the subscription agreement specifies otherwise.

(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the corporation sends a written demand for payment to the subscriber.

(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 33-672 .
Conn. Gen. Stat. § 33-1218 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1218
Sec. 33-1218. Resignation of registered agent of foreign corporation.
Status: in_force

(b) After filing the statement, the Secretary of the State shall mail the copy to the foreign corporation at its principal office address shown in its most recent annual report.

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
Conn. Gen. Stat. § 33-1362 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1362
Sec. 33-1362. Right of action. Benefit enforcement proceeding.
Status: in_force

(b) A benefit corporation shall not be liable for monetary damages under sections 33-1352 to 33-1364 , inclusive, for any failure of the benefit corporation to pursue or create a general public benefit or any specific public benefit.

(c) A benefit enforcement proceeding may be commenced or maintained only (1) directly by the benefit corporation, or (2) derivatively in accordance with the provisions of chapter 601 by (A) a person or group of persons that owns beneficially or of record not less than five per cent of the total number of shares of a class or series outstanding at the time of the act or omission complained of, (B) a person or group of persons that owns beneficially or of record ten per cent or more of the outstanding equity interests in an entity of which the benefit corporation is a majority-owned subsidiary at the time of the act or omission complained of, or (C) other persons as specified in the certificate of incorporation or bylaws of the benefit corporation.

(d) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.
Conn. Gen. Stat. § 33-612 — Connecticut Code / Title 33 / Chapter 601 / Section 33-612
Sec. 33-612. Filing duty of Secretary of the State.
Status: in_force

(b) The Secretary of the State files a document by stamping or otherwise endorsing “Filed”, together with his name and official title and the date and time of receipt on the original and on the receipt for the filing fee. After filing a document, except as provided in sections 33-662 and 33-928 , the Secretary of the State shall deliver evidence of filing of such document and of payment of any required fee to the domestic or foreign corporation or its representative.

(c) If the Secretary of the State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief written explanation of the reason for his refusal.

(d) The Secretary of the State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) relate to the correctness or incorrectness of information contained in the document; or (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
Conn. Gen. Stat. § 33-1100 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1100
Sec. 33-1100. Quorum and voting.
Status: in_force

(b) The certificate of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this section, but not less than two.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless sections 33-1000 to 33-1290 , inclusive, the certificate of incorporation or bylaws require the vote of a greater number of directors.

(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) He objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Conn. Gen. Stat. § 33-1360 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1360
Sec. 33-1360. Standards of conduct for officers.
Status: in_force

(b) The consideration of interests and factors in the manner described in subsection (a) of this section shall not constitute a violation of section 33-765 .

(c) An officer shall not be personally liable for (1) an act or omission as an officer in the course of performing the duties of an officer under subsection (a) of this section if the officer performed the duties of the position in compliance with section 33-765 and this section, or (2) the failure of the benefit corporation to pursue or create a general public benefit or any specific public benefit.

(d) An officer shall not have a duty to a person that is a beneficiary of the general public benefit purpose or any specific public benefit purpose of a benefit corporation based on the status of such person as a beneficiary.
Conn. Gen. Stat. § 33-182a — Connecticut Code / Title 33 / Chapter 594a / Section 33-182a
Sec. 33-182a. Definitions.
Status: in_force

(1) “Professional service” means any type of service to the public that requires that members of a profession rendering such service obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, naturopaths, chiropractors, physicians and surgeons, physician assistants, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors and licensed clinical social workers.

(2) “Professional corporation” means (A) a corporation that is organized under this chapter for the sole and specific purpose of rendering professional service and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render the same professional service as the corporation, (B) a corporation that is organized under this chapter for the sole and specific purpose of rendering professional services rendered by members of two or more of the following professions: Psychology, marital and family therapy, social work, nursing, professional counseling and psychiatry and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, (C) a corporation that is organized under this chapter for the sole and specific purpose of rendering professional services by physicians specializing in ophthalmology and optometrists and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, (D) a corporation that is organized under this chapter for the sole and specific purpose of rendering professional services by (i) physicians, and (ii) physician assistants or advanced practice registered nurses, or both, and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, (E) a corporation that is organized under this chapter for the sole and specific purpose of rendering professional services by physicians and chiropractors and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, (F) a corporation that is organized under this chapter for the sole and specific purpose of rendering professional services by physicians and psychologists and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, or (G) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services by physicians and podiatrists and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated.

(3) “Shareholder” means the holder of any shares of the capital stock of a professional corporation. The shareholders of a professional corporation may be designated as “members” in its certificate of incorporation, bylaws and other corporate documents and may be referred to, for all purposes, as “members”, whether or not so designated; and the term “shareholder” or “shareholders”, when used in the general statutes in reference to the shareholders of a professional corporation, shall include such “members”.

See Sec. 33-182 l re professional service fees.
Conn. Gen. Stat. § 33-1215 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1215
Sec. 33-1215. Corporate name of foreign corporation.
Status: reserved

(b) Except as authorized by subsections (c) and (d) of this section, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the Secretary of the State from: (1) The corporate name of a corporation incorporated or authorized to conduct affairs in this state; (2) a corporate name reserved or registered under section 33-1046 or 33-1047 ; (3) the fictitious name adopted by another foreign corporation authorized to conduct affairs in this state because its real name is unavailable; (4) the corporate name of a domestic or foreign business corporation incorporated or authorized to transact business in this state; (5) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; (6) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; (7) the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state; and (8) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

(c) A foreign corporation may apply to the Secretary of the State for authorization to use in this state, a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use of the name applied for if: (1) The other corporation, limited partnership, limited liability company, limited liability partnership or other entity consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of the State to change its name to a name that is distinguishable upon the records of the Secretary of the State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of the State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

(d) A foreign corporation may use in this state the name, including the fictitious name, of another entity that is used in this state if the other entity is organized or authorized to conduct affairs in this state and the foreign corporation: (1) Has merged with the other entity; or (2) has been formed by reorganization of the other entity.

(e) If a foreign corporation authorized to conduct affairs in this state changes its corporate name to one that does not satisfy the requirements of section 33-1045 , it may not conduct affairs in this state under the changed name until it adopts a name satisfying the requirements of said section and obtains an amended certificate of authority under section 33-1213 .
Conn. Gen. Stat. § 33-1129 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1129
Sec. 33-1129. Directors' action.
Status: in_force

(b) Notwithstanding subsection (a) of this section, when a transaction is a director's conflicting interest transaction only because a related person described in subparagraph (E) or (F) of subdivision (5) of section 33-1127 is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction: (1) All information required to be disclosed that is not so violative, (2) the existence and nature of the director's conflicting interest, and (3) the nature of the conflicted director's duty not to disclose the confidential information.

(c) A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.

(d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the certificate of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
Conn. Gen. Stat. § 33-605 — Connecticut Code / Title 33 / Chapter 601 / Section 33-605
Sec. 33-605. Qualified director.
Status: in_force

(1) Subdivision (6) of subsection (b) of section 33-636 , is not a director (A) to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply, or (B) who has a material relationship with any other person to whom the limitation or elimination would apply;

(2) Section 33-724 , does not have (A) a material interest in the outcome of the proceeding, or (B) a material relationship with a person who has such an interest;

(3) Section 33-773 or 33-775 , (A) is not a party to the proceeding, (B) is not a director as to whom the transaction is a director's conflicting interest transaction or who sought a disclaimer of the corporation's interest in a business opportunity under section 33-785 , which transaction 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;

(4) Section 33-783 , 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

(5) Section 33-785 , is not a director who (A) pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person, or (B) has a material relationship with a director or officer who pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person.

(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 shareholders 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;

(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; or

(3) With respect to action to be taken under section 33-724 , status as a named defendant, as a director against whom action is demanded or as a director who approved the conduct being challenged.
Conn. Gen. Stat. § 33-1051 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1051
Sec. 33-1051. Change of registered office or registered agent.
Status: in_force

(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of the State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
Conn. Gen. Stat. § 33-1037 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1037
Sec. 33-1037. Emergency powers.
Status: in_force

(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (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 subsections (a), (b) and (c) of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

(e) In time of war or other national or local emergency a corporation shall have power to conduct any lawful affairs in aid thereof, notwithstanding the activities or purposes set forth in its certificate of incorporation, at the request or direction of any apparently authorized governmental authority.
Conn. Gen. Stat. § 33-1081 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1081
Sec. 33-1081. Qualifications of directors.
Status: in_force

(b) The directors and board of directors may be designated by such other names as may be provided in the certificate of incorporation or bylaws.
Conn. Gen. Stat. § 33-418j — Connecticut Code / Title 33 / Chapter 599a / Section 33-418j
Sec. 33-418j. Voting rights of members and shareholders. Amendments to bylaws.
Status: in_force

(b) The power to amend or repeal the bylaws of a worker cooperative shall be in the members only, except that the board of directors may amend or repeal such bylaws in accordance with the provisions of sections 33-806 , 33-807 and 33-808 .

(c) Sections 33-795 to 33-801 , inclusive, shall be construed, for purposes of this chapter, to limit voting on any amendment of the certificate of incorporation of a worker cooperative to the members, except that amendments adversely affecting the rights of the holders of corporate shares other than membership shares may not be adopted without the vote of such shareholders as provided in section 33-798 .
Conn. Gen. Stat. § 33-1098 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1098
Sec. 33-1098. Notice of meeting.
Status: in_force

(b) Unless the certificate of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days' notice of the date, time and place of the meeting. Unless sections 33-1000 to 33-1290 , inclusive, the certificate of incorporation or bylaws require otherwise, notice of a special meeting need not include a description of the purpose or purposes for which the meeting is called, except that, unless stated in a written notice of the meeting, no bylaw may be brought up for adoption, amendment or repeal.
Conn. Gen. Stat. § 33-196 — Connecticut Code / Title 33 / Chapter 596 / Section 33-196
Sec. 33-196. Name and location.
Status: in_force

See Sec. 33-1045 et seq. re corporate name provisions for nonstock corporations.
Conn. Gen. Stat. § 33-672 — Connecticut Code / Title 33 / Chapter 601 / Section 33-672
Sec. 33-672. Issuance of shares.
Status: in_force

(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.

(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.

(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the issuance of the shares escrowed or restricted and the distributions credited may be rescinded in whole or part. Shares whose issuance have been so rescinded shall return to being authorized but unissued.

(f) At the time of authorizing the issuance of convertible shares, the corporation shall provide for and at all times thereafter retain unissued sufficient shares of appropriate classes to satisfy the conversion privileges of all of its issued and outstanding convertible shares.
Conn. Gen. Stat. § 33-1131 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1131
Sec. 33-1131. Taking advantage of a business opportunity.
Status: in_force

(b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) of this section before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
Conn. Gen. Stat. § 33-1050 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1050
Sec. 33-1050. Registered office and registered agent.
Status: in_force

(b) In addition to persons or entities who may act as a registered agent pursuant to subsection (a) of this section, a foreign corporation may appoint the Secretary of the State and his successors in office to act as its registered agent.
Conn. Gen. Stat. § 33-922 — Connecticut Code / Title 33 / Chapter 601 / Section 33-922
Sec. 33-922. Application for certificate of authority.
Status: in_force

(b) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the secretary of the state or other official having custody of corporate records in the state or country under whose law it is incorporated.
Conn. Gen. Stat. § 33-1006 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1006
Sec. 33-1006. Effective time and date of document.
Status: in_force

(b) A document, other than the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation, may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.
Conn. Gen. Stat. § 33-647 — Connecticut Code / Title 33 / Chapter 601 / Section 33-647
Sec. 33-647. General powers.
Status: in_force

(1) To sue and be sued, complain and defend in its corporate name;

(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(3) To make and amend bylaws, not inconsistent with its certificate of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

(4) To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

(5) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;

(6) To purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;

(7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;

(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(9) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;

(10) To conduct its business, locate offices and exercise the powers granted by sections 33-600 to 33-998 , inclusive, within or without this state;

(11) To elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation and lend them money and credit;

(12) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;

(13) To make donations for the public welfare or for charitable, scientific or educational purposes;

(14) To transact any lawful business that will aid government policy; and

(15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
Conn. Gen. Stat. § 33-795 — Connecticut Code / Title 33 / Chapter 601 / Section 33-795
Sec. 33-795. Authority to amend.
Status: in_force

(b) A shareholder 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, capital structure, dividend entitlement or purpose or duration of the corporation.
Conn. Gen. Stat. § 33-783 — Connecticut Code / Title 33 / Chapter 601 / Section 33-783
Sec. 33-783. Directors' action.
Status: in_force

(b) Notwithstanding subsection (a) of this section, when a transaction is a director's conflicting interest transaction only because a related person described in subparagraph (E) or (F) of subdivision (5) of section 33-781 is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction: (1) All information required to be disclosed that is not so violative, (2) the existence and nature of the director's conflicting interest, and (3) the nature of the conflicted director's duty not to disclose the confidential information.

(c) A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.

(d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the certificate of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
Conn. Gen. Stat. § 33-1237 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1237
Sec. 33-1237. Scope of inspection right.
Status: in_force

(b) The right to copy records under section 33-1236 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the member.

(c) The corporation may comply at its expense with a member's demand to inspect the membership list under subdivision (3) of subsection (b) of section 33-1236 by providing the member with a membership list that was compiled no earlier than the date of the member's demand.

(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.
Conn. Gen. Stat. § 33-1214 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1214
Sec. 33-1214. Effect of certificate of authority.
Status: in_force

(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by sections 33-1000 to 33-1290 , inclusive, is subject to the same duties, restrictions, penalties and liabilities imposed on, a domestic corporation of like character.

(c) Sections 33-1000 to 33-1290 , inclusive, do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to conduct affairs in this state.
Conn. Gen. Stat. § 33-782 — Connecticut Code / Title 33 / Chapter 601 / Section 33-782
Sec. 33-782. Judicial action.
Status: in_force

(b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if: (1) Directors' action respecting the transaction was taken in compliance with section 33-783 at any time; (2) shareholders' action respecting the transaction was taken in compliance with section 33-784 at any time; or (3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
Conn. Gen. Stat. § 33-818 — Connecticut Code / Title 33 / Chapter 601 / Section 33-818
Sec. 33-818. Merger of subsidiary.
Status: in_force

(b) If under subsection (a) of this section approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.

(c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of sections 33-815 to 33-829 , inclusive, applicable to mergers generally.
Conn. Gen. Stat. § 33-418h — Connecticut Code / Title 33 / Chapter 599a / Section 33-418h
Sec. 33-418h. Election to be governed as a worker cooperative. Revocation of election. Corporate name.
Status: in_force

(b) A worker cooperative may revoke its election under subsection (a) of this section by a vote of two-thirds of the members and through a certificate of amendment filed in accordance with section 33-800 .

(c) A worker cooperative may include the word “cooperative” or “co-op” in its corporate name.
Conn. Gen. Stat. § 33-756 — Connecticut Code / Title 33 / Chapter 601 / Section 33-756
Sec. 33-756. General standards of conduct for directors.
Status: in_force

(b) The members of the board of directors or a board committee, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

(c) In discharging board or committee duties, a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.

(d) In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subdivision (1) or (3) of subsection (f) of this section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.

(e) In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (f) of this section.

(f) A director is entitled to rely, in accordance with subsection (d) or (e) of this section, on: (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports or statements provided; (2) legal counsel, public accountants or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters (A) within the particular person's professional or expert competence, or (B) as to which the particular person merits confidence; or (3) a board committee of which the director is not a member if the director reasonably believes the committee merits confidence.

(g) For the purposes of sections 33-817 , 33-830 , 33-831 , 33-841 and 33-844 , a director of a corporation that has a class of voting stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as the same has been or hereafter may be amended from time to time, in addition to complying with the provisions of subsections (a) to (c), inclusive, of this section, may consider, in determining what the director reasonably believes to be in the best interests of the corporation, (1) the long-term as well as the short-term interests of the corporation, (2) the interests of the shareholders, long-term as well as short-term, including the possibility that those interests may be best served by the continued independence of the corporation, (3) the interests of the corporation's employees, customers, creditors and suppliers, and (4) community and societal considerations, including those of any community in which any office or other facility of the corporation is located. A director may also consider, in the discretion of such director, any other factors the director reasonably considers appropriate in determining what the director reasonably believes to be in the best interests of the corporation.
Conn. Gen. Stat. § 33-1358 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1358
Sec. 33-1358. Standards of conduct for directors.
Status: in_force

(1) Shall consider the effects of any corporate action or inaction upon:

(A) The shareholders of the benefit corporation;

(B) The employees and workforce of the benefit corporation, its subsidiaries and its suppliers;

(C) The interests of the customers of the benefit corporation as beneficiaries of the general public benefit purpose and any specific public benefit purpose of the benefit corporation;

(D) Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries or its suppliers are located;

(E) The local and global environment;

(F) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from such corporation's long-term plans and the possibility that such interests may be best served by the continued independence of the benefit corporation; and

(G) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose;

(2) May consider (A) in the circumstances described in subsection (g) of section 33-756 , the interests referred to in said subsection, and (B) other pertinent factors or the interests of any other group that the board of directors, any committee of the board and the directors of the benefit corporation deem appropriate; and

(3) Need not give priority to the interests of a particular person or group referred to in subdivision (1) or (2) of this subsection over the interests of any other person or group unless the certificate of incorporation for such benefit corporation states an intention to give priority to certain interests related to the accomplishment of the corporation's general public benefit purpose or of a specific public benefit purpose identified in the corporation's certificate of incorporation.

(b) The consideration of interests and factors in the manner required by subsection (a) of this section (1) shall not constitute a violation of section 33-756 , and (2) is in addition to the power of directors to consider the interests and factors listed in subsection (d) of section 33-756 in the circumstances described in said subsection.

(c) A director shall not be personally liable for (1) any act or omission in the course of performing the duties of a director under subsection (a) of this section if the director performed the duties of the position in compliance with section 33-756 and this section, or (2) failure of the benefit corporation to pursue or create a general public benefit or any specific public benefit.

(d) A director shall not have a duty to a person who is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation based on the status of such person as a beneficiary.
Conn. Gen. Stat. § 33-604 — Connecticut Code / Title 33 / Chapter 601 / Section 33-604
Sec. 33-604. Number of shareholders.
Status: in_force

(b) For purposes of sections 33-600 to 33-998 , inclusive, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
Conn. Gen. Stat. § 33-766 — Connecticut Code / Title 33 / Chapter 601 / Section 33-766
Sec. 33-766. Resignation and removal of officers.
Status: in_force

(b) An officer may be removed at any time with or without cause by: (1) The board of directors, (2) the officer who appointed such officer, unless the bylaws provide otherwise, or (3) any other officer if authorized by the bylaws or the board of directors.

(c) In this section, “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
Conn. Gen. Stat. § 33-724 — Connecticut Code / Title 33 / Chapter 601 / Section 33-724
Sec. 33-724. Dismissal.
Status: in_force

(b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by:

(1) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or

(2) A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.

(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either (1) that a majority of the board of directors did not consist of qualified directors at the time the determination was made, or (2) that the requirements of subsection (a) of this section have not been met.

(d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met. If a majority of the board of directors did not consist of qualified directors at the time the determination was made, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met.

(e) Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.

Dismissal of a derivative proceeding under section, which is substantially similar to Sec. 7.44 of the Model Business Corporation Act, presents a mixed question of fact and law and is subject to plenary review; conclusory allegation in complaint was insufficient to meet the particularity standard required of plaintiff in Subsec. (c); section embodies the business judgment rule which restricts a court's review of a corporate manager's decision. 141 CA 486.
Conn. Gen. Stat. § 33-819 — Connecticut Code / Title 33 / Chapter 601 / Section 33-819
Sec. 33-819. Certificate of merger or share exchange.
Status: in_force

(b) A certificate of merger or share exchange shall be delivered to the Secretary of the State for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall take effect on the effective date of the merger or the share exchange.
Conn. Gen. Stat. § 33-1097 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1097
Sec. 33-1097. Action without meeting.
Status: in_force

(b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.

(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
Conn. Gen. Stat. § 33-781 — Connecticut Code / Title 33 / Chapter 601 / Section 33-781
Sec. 33-781. Definitions.
Status: in_force

(1) “Director's conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, (A) to which, at the relevant time, the director is a party, (B) respecting which, at the relevant time, the director had knowledge and a material financial interest known to the director, or (C) respecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest.

(2) “Control”, including the term “controlled by”, means (A) having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract, or otherwise, or (B) being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns.

(3) “Relevant time” means (A) the time at which directors' action respecting the transaction is taken in compliance with section 33-783 , or (B) if the transaction is not brought before the board of directors of the corporation, or its committee, for action under section 33-783 , at the time the corporation, or an entity controlled by the corporation, becomes legally obligated to consummate the transaction.

(4) “Material financial interest” means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director when participating in action on the authorization of the transaction.

(5) “Related person” means: (A) The individual's spouse; (B) a child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half-sibling, aunt, uncle, niece or nephew, or the spouse of any such person, of the individual or of the individual's spouse; (C) a natural person living in the same home as the individual; (D) an entity, other than the corporation or an entity controlled by the corporation, controlled by the individual or any person specified in subparagraphs (A) to (C), inclusive, of this subdivision; (E) a domestic or foreign (i) business or nonstock corporation, other than the corporation or an entity controlled by the corporation, of which the individual is a director, (ii) unincorporated entity of which the individual is a general partner or a member of the governing body, or (iii) individual, trust or estate for whom or of which the individual is a trustee, guardian, personal representative or like fiduciary; or (F) a person that is, or an entity that is controlled by, an employer of the individual.

(6) “Fair to the corporation” means, for purposes of subdivision (3) of subsection (b) of section 33-782 , that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was (A) fair in terms of the director's dealings with the corporation, and (B) comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation.

(7) “Required disclosure” means disclosure of (A) the existence and nature of the director's conflicting interest, and (B) all facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.
Conn. Gen. Stat. § 33-1068 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1068
Sec. 33-1068. Chairperson to preside.
Status: in_force

(b) The chairperson, unless the certificate of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.

(c) Any rules adopted for, and the conduct of, the meeting shall be fair to members.

(d) The chairperson of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes thereto, may be accepted.
Conn. Gen. Stat. § 33-1200 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1200
Sec. 33-1200. Provisions applicable to specially chartered corporations.
Status: in_force

(b) If the certificate of incorporation as in effect on January 1, 1997, of a specially chartered corporation contains any provision contrary to or inconsistent with or in addition to any provision of sections 33-1000 to 33-1290 , inclusive, including this section, the provision contained in such certificate of incorporation shall govern such corporation, and the provisions of said sections shall not be held or construed to alter or affect any provision of the certificate of incorporation of a specially chartered corporation inconsistent herewith except as provided in sections 33-1181 , 33-1202 , 33-1243 and 33-1244 .
Conn. Gen. Stat. § 33-900 — Connecticut Code / Title 33 / Chapter 601 / Section 33-900
Sec. 33-900. Election to purchase in lieu of dissolution.
Status: in_force

(b) An election to purchase pursuant to this section may be filed with the court at any time within ninety days after the filing of the petition under subdivision (1) of subsection (a) of section 33-896 or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within ten days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under subdivision (1) of subsection (a) of section 33-896 may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of his shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale or other disposition.

(c) If, within sixty days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of petitioner's shares upon the terms and conditions agreed to by the parties.

(d) If the parties are unable to reach an agreement as provided for in subsection (c) of this section, the court, upon application of any party, shall stay the proceedings under subdivision (1) of subsection (a) of section 33-896 and determine the fair value of the petitioner's shares as of the day before the date on which the petition was filed or as of such other date as the court deems appropriate under the circumstances.

(e) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating the petitioner's shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. In a proceeding under subdivision (1) of subsection (a) of section 33-896 , if the court finds that the petitioning shareholder had probable grounds for relief under said subdivision, it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by him.

(f) Upon entry of an order under subsection (c) or (e) of this section, the court shall dismiss the petition to dissolve the corporation under section 33-896 , and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded to him by the order of the court which shall be enforceable in the same manner as any other judgment.

(g) The purchase ordered pursuant to subsection (e) of this section shall be made within ten days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt a certificate of dissolution pursuant to sections 33-881 and 33-882 , which certificate of dissolution must then be adopted and filed within fifty days thereafter. Upon filing of such certificate of dissolution, the corporation shall be dissolved in accordance with the provisions of sections 33-884 to 33-887 , inclusive, and the order entered pursuant to subsection (e) of this section shall no longer be of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of subsection (e) of this section and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.

(h) Any payment by the corporation pursuant to an order under subsection (c) or (e) of this section, other than an award of fees and expenses pursuant to subsection (e) of this section, is subject to the provisions of section 33-687 .
Conn. Gen. Stat. § 33-1008 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1008
Sec. 33-1008. Filing duty of Secretary of the State.
Status: in_force

(b) The Secretary of the State files a document by stamping or otherwise endorsing “Filed”, together with his name and official title and the date and time of receipt on the original and on the receipt for the filing fee. After filing a document, except as provided in sections 33-1051 and 33-1219 , the Secretary of the State shall deliver evidence of filing of such document and of payment of any required fee to the domestic or foreign corporation or its representative.

(c) If the Secretary of the State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief written explanation of the reason for his refusal.

(d) The Secretary of the State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) relate to the correctness or incorrectness of information contained in the document; or (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
Conn. Gen. Stat. § 33-896 — Connecticut Code / Title 33 / Chapter 601 / Section 33-896
Sec. 33-896. Grounds for judicial dissolution.
Status: in_force

(1) In a proceeding by a shareholder if it is established that: (A) (i) The directors are deadlocked in the management of the corporate affairs, (ii) the shareholders are unable to break the deadlock, and (iii) irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (B) the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; (C) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or (D) the corporate assets are being misapplied or wasted;

(2) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(3) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

(b) Subdivision (1) of subsection (a) of this section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are: (A) Listed on the New York Stock Exchange, the American Stock Exchange or any exchange owned or operated by the NASDAQ Stock Market LLC, or listed or quoted on a system owned or operated by the National Association of Securities Dealers, Inc.; or (B) not so listed or quoted, but are held by at least three hundred shareholders and the shares outstanding have a market value of at least twenty million dollars exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors and beneficial shareholders owning more than ten per cent of such shares.

Even where shareholder agreement contains a stalemate provision, the language must be clear and unequivocal before it will be held to waive stockholder's right to seek dissolution of the corporation. 55 CA 272.

Subsec. (b):

Where there is a continuing failure to hold annual meetings, and there appears to be no chance of breaking the deadlock between the parties, it is proper to dissolve the corporation. 55 CA 272.
Conn. Gen. Stat. § 33-1216 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1216
Sec. 33-1216. Registered office and registered agent of foreign corporation.
Status: in_force

(b) In addition to persons or entities who may act as a registered agent pursuant to subsection (a) of this section, a foreign corporation may appoint the Secretary of the State and his successors in office to act as its registered agent.
Conn. Gen. Stat. § 33-861 — Connecticut Code / Title 33 / Chapter 601 / Section 33-861
Sec. 33-861. Notice of intent to demand payment. Consequences of voting or consenting.
Status: in_force

(b) If a corporate action specified in subsection (a) of section 33-856 is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares shall not sign a consent in favor of the proposed action with respect to that class or series of shares.

(c) If a corporate action specified in subsection (a) of section 33-856 does not require shareholder approval pursuant to subdivision (10) of section 33-817 , a shareholder who wishes to assert appraisal rights with respect to any class or series of shares (1) shall deliver to the corporation before the shares are purchased pursuant to the offer written notice of the shareholder's intent to demand payment if the proposed action is effected; and (2) shall not tender, or cause to permit to be tendered, any shares of such class or series in response to such offer.

(d) A shareholder who fails to satisfy the requirements of subsection (a), (b) or (c) of this section is not entitled to payment under sections 33-855 to 33-872 , inclusive.
Conn. Gen. Stat. § 33-785 — Connecticut Code / Title 33 / Chapter 601 / Section 33-785
Sec. 33-785. Taking advantage of a business opportunity.
Status: in_force

(b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper pursuit or taking advantage of a business opportunity by a director or officer directly, or indirectly through or on behalf of another person, the fact that the director or officer did not employ the procedure described in subparagraph (A) or (B) of subdivision (1) of subsection (a) of this section before pursuing or taking advantage of the opportunity shall not create an implication that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.
Conn. Gen. Stat. § 33-1122 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1122
Sec. 33-1122. Indemnification of and advance for expenses to officers, employees and agents.
Status: in_force

(b) The provisions of subdivision (2) of subsection (a) of this section shall apply to an officer, employee or agent who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer, employee or agent.

(c) An officer, employee or agent of a corporation who is not a director is entitled to mandatory indemnification under section 33-1118 and may apply to a court under section 33-1120 for indemnification or advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under said sections.

(d) A corporation which was incorporated under the laws of this state, whether under chapter 600 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify under sections 33-1116 to 33-1125 , inclusive, except subdivision (2) of subsection (a) of section 33-1117 , each officer, employee or agent of the corporation who is not a director to the same extent as the corporation is permitted to provide the same to a director pursuant to subdivision (1) of subsection (a) and subsections (b), (c) and (d) of section 33-1117 , as limited by section 33-1121 , and for this purpose the determination required by section 33-1121 may in addition be made by the general counsel of the corporation, or such other or additional officer or officers as the board of directors may specify.
Conn. Gen. Stat. § 33-845 — Connecticut Code / Title 33 / Chapter 601 / Section 33-845
Sec. 33-845. Excepted business combinations.
Status: in_force

(1) To any business combination between an interested shareholder or any affiliate or associate of such interested shareholder and a resident domestic corporation which does not have a class of voting stock registered pursuant to Section 12 of the Exchange Act on such interested shareholder's stock acquisition date, unless (A) the certificate of incorporation of such resident domestic corporation provides at the time of such business combination that the provisions of section 33-844 shall apply, or (B) the failure of such resident domestic corporation to have a class of voting stock registered pursuant to Section 12 of the Exchange Act results from the transaction in which such interested shareholder became an interested shareholder;

(2) To any business combination of a resident domestic corporation with an interested shareholder of such resident domestic corporation which became an interested shareholder inadvertently, if such interested shareholder (A) as soon as practicable, divests itself of a sufficient amount of the voting stock of such resident domestic corporation so that it no longer is the beneficial owner, directly or indirectly, of ten per cent or more of the outstanding voting stock of such resident domestic corporation, and (B) would not at any time within the five-year period preceding the announcement date with respect to such business combination have been an interested shareholder but for such inadvertent acquisition;

(3) To any business combination of a resident domestic corporation with an interested shareholder which was an interested shareholder on February 1, 1988, unless subsequent to June 7, 1988, such interested shareholder increases its proportionate share of the voting power of the outstanding voting stock of such resident domestic corporation, excluding any increase approved by the board of directors of the resident domestic corporation before such increase occurs; or

(4) To any business combination of a resident domestic corporation which (A) on and after January 1, 1991, is a signatory to, and agrees to the standards contained in, the Connecticut Partnership Compact adopted pursuant to section 33-374g of the general statutes, revision of 1958, revised to 1991, and (B) adopts an amendment to such resident domestic corporation's certificate of incorporation or bylaws which, in addition to any other approval required by law or by the certificate of incorporation or bylaws as applicable, is approved by the affirmative vote of the holders, other than interested shareholders and their affiliates and associates, of two-thirds of the voting power of the outstanding voting stock of such resident domestic corporation, excluding the voting stock of interested shareholders and their affiliates and associates, expressly electing not to be governed by the provisions of section 33-844 , provided such amendment to the certificate of incorporation or bylaws shall not be effective until eighteen months after such vote of such resident domestic corporation's shareholders and shall not apply to any business combination of such resident domestic corporation with an interested shareholder whose stock acquisition date is on or prior to the effective date of such amendment.
Conn. Gen. Stat. § 33-767 — Connecticut Code / Title 33 / Chapter 601 / Section 33-767
Sec. 33-767. Contract rights of officers.
Status: in_force

(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Conn. Gen. Stat. § 33-418l — Connecticut Code / Title 33 / Chapter 599a / Section 33-418l
Sec. 33-418l. Apportionment of earnings and losses.
Status: in_force

(b) The apportionment, distribution and payment of net earnings required by subsection (a) of this section may be in cash, credits, written notices of allocation or corporate shares issued by the worker cooperative.
Conn. Gen. Stat. § 33-1009 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1009
Sec. 33-1009. Appeal from Secretary of the State's refusal to file document.
Status: in_force

(b) The court may summarily order the Secretary of the State to file the document or take other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings.
Conn. Gen. Stat. § 33-1082 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1082
Sec. 33-1082. Number and election of directors.
Status: in_force

(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the certificate of incorporation or bylaws.

(c) The initial board of directors shall be designated in the certificate of incorporation or elected at the organizational meeting of the corporation. Thereafter, if the corporation has members entitled to vote for directors, directors shall be elected at the first meeting of the members held for that purpose and at each subsequent annual meeting, except as provided in sections 33-1083 , 33-1086 and 33-1091 .
Conn. Gen. Stat. § 33-606d — Connecticut Code / Title 33 / Chapter 601 / Section 33-606d
Sec. 33-606d. Notice requirements re action on ratification.
Status: in_force

(b) The notice must contain (1) either a copy of the action taken by the board of directors in accordance with subsection (a) or (b) of section 33-606b , or the information required by subdivisions (1) to (4), inclusive, of subsection (a) of said section or subdivisions (1) to (3), inclusive, of subsection (b) of said section, as applicable, and (2) a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought not later than one hundred twenty days after the applicable validation effective time.

(c) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under subsection (c) of section 33-606b if notice is given in accordance with subsection (b) of section 33-606c .

(d) A notice required by this section may be given in any manner permitted by section 33-603 and, for any corporation subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as from time to time amended, may be given by means of a filing or furnishing of such notice with the United States Securities and Exchange Commission.
Conn. Gen. Stat. § 33-758 — Connecticut Code / Title 33 / Chapter 601 / Section 33-758
Sec. 33-758. General standards of liability for directors.
Status: in_force

(1) No defense interposed by the director based on (A) any provision in the certificate of incorporation authorized by subdivision (4) or (6) of subsection (b) of section 33-636 , or (B) the protection afforded by section 33-782 , for action taken in compliance with section 33-783 or 33-784 , or (C) the protection afforded by section 33-785 precludes liability of the director; and

(2) The challenged conduct consisted of or was the result of (A) an action not in good faith; (B) a decision (i) which the director did not reasonably believe to be in the best interests of the corporation, or (ii) as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; (C) a lack of objectivity due to the director's familial, financial or business relationship with, or a lack of independence due to the director's domination or control by, another person having a material interest in the challenged conduct (i) which relationship or which domination or control could reasonably be expected to have affected the director's judgment respecting the challenged conduct in a manner adverse to the corporation, and (ii) after a reasonable expectation to such effect has been established, the director has not established that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation; (D) a sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making, or causing to be made, appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need for such inquiry; or (E) the receipt of a financial benefit to which the director was not entitled or any other breach of the director's duties to deal fairly with the corporation and its shareholders that is actionable under applicable law.

(b) The party seeking to hold the director liable:

(1) For money damages, shall also have the burden of establishing that (A) harm to the corporation or its shareholders has been suffered, and (B) the harm suffered was proximately caused by the director's challenged conduct;

(2) For other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, shall also have whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances; or

(3) For other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, shall also have whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.

(c) Nothing in this section shall:

(1) In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the corporation under subdivision (3) of subsection (b) of section 33-782 , alter the burden of proving the fact or lack of fairness otherwise applicable;

(2) Alter the fact or lack of liability of a director under any provision in sections 33-600 to 33-998 , inclusive, such as the provisions governing the consequences of an unlawful distribution under section 33-757 or a transactional interest under section 33-782 ; or

(3) Affect any rights to which the corporation or a shareholder may be entitled under another chapter of the general statutes or a section of the United States Code.
Conn. Gen. Stat. § 33-1072 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1072
Sec. 33-1072. Proxies.
Status: in_force

(b) A member entitled to vote by proxy or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission of the appointment. An electronic transmission must contain or be accompanied by information from which one can determine that the member, the member's agent or the member's attorney-in-fact authorized the electronic transmission.

(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. A photographic or similar reproduction of an appointment, or a telegram, cablegram, facsimile transmission, wireless or similar transmission of an appointment received by such person shall be sufficient to effect such appointment. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment.

(d) An appointment of a proxy is revocable by the member.

(e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

(f) Subject to section 33-1073 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission of the appointment, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
Conn. Gen. Stat. § 33-264d — Connecticut Code / Title 33 / Chapter 598 / Section 33-264d
Sec. 33-264d. Change from religious society to corporation.
Status: in_force

(b) A person who, at the date of the organization of such corporation, is a member of such religious society shall become a member of such religious corporation, unless within a reasonable time he notifies the clerk or similar officer of either the religious society or of the religious corporation that he has elected not to become a member of the religious corporation.

(c) Upon filing with the Secretary of the State as provided in this section, the separate existence of the religious society shall cease and thereupon all property, real and personal, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to the religious society shall be taken to and transferred to and vested in the religious corporation without further act and deed. The religious corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of the religious society; any claim existing or action or proceeding, civil or criminal, pending by or against any such religious society may be prosecuted as if such incorporation had not taken place, or the religious corporation may be substituted in its place; and any judgment rendered against the religious society may be enforced against the religious corporation. Neither the rights of creditors nor any liens upon property of the religious society shall be impaired by the incorporation of such religious society.

(d) Each unvested gift or legacy to a religious society which, pursuant to the provisions of this section has ceased to exist, shall inure to and vest in the religious corporation which has taken its place.

Cited. 224 C. 797.
Conn. Gen. Stat. § 33-624 — Connecticut Code / Title 33 / Chapter 601 / Section 33-624
Sec. 33-624. Interrogatories by Secretary of the State.
Status: in_force

(b) Each corporation, domestic or foreign, and each officer and director of a corporation, domestic or foreign, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to it or him by the Secretary of the State as provided in subsection (a) of this section shall be fined not more than five hundred dollars.

(c) Interrogatories propounded by the Secretary of the State and the answers thereto shall not be opened to public inspection nor shall the Secretary of the State disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or if such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.
Conn. Gen. Stat. § 33-264c — Connecticut Code / Title 33 / Chapter 598 / Section 33-264c
Sec. 33-264c. Powers.
Status: in_force

(b) A religious society may, in its charter or by bylaw or otherwise, adopt provisions relative to its membership, affairs and government.

(c) A religious corporation may, in its charter or by bylaw or otherwise, adopt provisions relative to its membership, affairs and government and shall have in addition to those powers granted in this part all the powers enumerated in section 33-1036 . A corporation which is organized under any other law of this state and which is formed for public worship shall have, in addition to all other powers conferred by law, the powers conferred on religious corporations under the provisions of subsection (a) of this section.

(d) A member of a religious society or of a religious corporation shall not be liable for any obligation to the creditors of such religious society or religious corporation.
Conn. Gen. Stat. § 33-808 — Connecticut Code / Title 33 / Chapter 601 / Section 33-808
Sec. 33-808. Bylaw increasing quorum or voting requirement for directors.
Status: repealed

(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(c) Action by the board of directors under subdivision (2) of subsection (a) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Conn. Gen. Stat. § 33-606a — Connecticut Code / Title 33 / Chapter 601 / Section 33-606a
Sec. 33-606a. Defective corporate action not void or voidable, when.
Status: in_force

(b) Ratification under section 33-606b or validation under section 33-606g shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with sections 33-606 to 33-606g , inclusive, shall not, of itself, affect the validity or effectiveness of any corporate action ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.

(c) In the case of an overissue, putative shares shall be valid shares effective as of the date originally issued or purportedly issued upon: (1) The effectiveness under sections 33-606 to 33-606g , inclusive, and under sections 33-795 to 33-809 , inclusive, of an amendment to the certificate of incorporation authorizing, designating or creating such shares; or (2) the effectiveness of any other corporate action under sections 33-606 to 33-606g , inclusive, ratifying the authorization, designation or creation of such shares.
Conn. Gen. Stat. § 33-1038 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1038
Sec. 33-1038. Ultra vires.
Status: in_force

(b) A corporation's power to act may be challenged: (1) In a proceeding by a member or director against the corporation to enjoin the act; (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; or (3) in a proceeding by the Attorney General to dissolve the corporation or to enjoin the corporation from the conduct of unauthorized affairs.

(c) In a member's or director'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 the enjoining of the unauthorized act.

(d) The Attorney General may, upon his own information or upon complaint of an interested party, bring an action in the name of the state to restrain any person from purporting to have, or exercising, corporate powers not granted.
Conn. Gen. Stat. § 33-932 — Connecticut Code / Title 33 / Chapter 601 / Section 33-932
Sec. 33-932. Withdrawal of foreign corporation.
Status: in_force

(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of the State for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of the State and his successors in office as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) a mailing address to which the Secretary of the State may mail a copy of any process served on him under subdivision (3) of this subsection; and (5) a commitment to notify the Secretary of the State in the future of any change in its mailing address.

(c) After the withdrawal of the corporation is effective, service of process on the Secretary of the State as provided in section 33-929 is service on the foreign corporation.
Conn. Gen. Stat. § 33-697 — Connecticut Code / Title 33 / Chapter 601 / Section 33-697
Sec. 33-697. Court-ordered meeting.
Status: in_force

(b) Unless the bylaws require a meeting of shareholders to be held at a place, the court may fix the time of the meeting, determine whether the meeting will be held at a place or solely by remote communication, and, if the meeting is to be held at a place, the place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting. The court may order the meeting to be held solely by means of remote communication in compliance with section 33-703 subject to such guidelines and procedures as the court may order, including implementation of the measures specified in subsection (b) of said section.
Conn. Gen. Stat. § 33-1236 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1236
Sec. 33-1236. Inspection of records by members.
Status: in_force

(b) A member is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if he meets the requirements of subsection (c) of this section and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy: (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, if any, and records of action taken by the members, if any, or board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this section; (2) accounting records of the corporation; and (3) the membership list.

(c) A member may inspect and copy the records described in subsection (b) of this section only if: (1) His demand is made in good faith and for a proper purpose; (2) he describes with reasonable particularity the purpose and the records he desires to inspect; and (3) the records are directly connected with this purpose.

(d) The right of inspection granted by this section may not be abolished or limited by a corporation's certificate of incorporation or bylaws.

(e) This section does not affect: (1) The right of a member to inspect records under section 33-1070 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (2) the power of a court, independently of sections 33-1000 to 33-1290 , inclusive, to compel the production of corporate records for examination.
Conn. Gen. Stat. § 33-667 — Connecticut Code / Title 33 / Chapter 601 / Section 33-667
Sec. 33-667. Issued and outstanding shares.
Status: in_force

(b) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to section 33-687 .

(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Conn. Gen. Stat. § 33-1062 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1062
Sec. 33-1062. Special meeting.
Status: in_force

(b) If not otherwise fixed under section 33-1063 or 33-1067 , the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.

(c) Unless the board of directors determines that a special meeting of members shall be held solely by remote communication in accordance with the provisions of subsection (c) of section 33-1069 , such meeting (1) may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or (2) if no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by subsection (c) of section 33-1065 may be conducted at a special meeting of members.
Conn. Gen. Stat. § 33-655 — Connecticut Code / Title 33 / Chapter 601 / Section 33-655
Sec. 33-655. Corporate name.
Status: reserved

(b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the Secretary of the State from: (1) The corporate name of a corporation incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under section 33-656 or 33-657 ; (3) the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; (4) the corporate name of a nonprofit corporation incorporated or authorized to transact business in this state; (5) the corporate name of any domestic or foreign nonstock corporation incorporated or authorized to transact business in this state; (6) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; (7) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; (8) the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state; and (9) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

(c) A corporation may apply to the Secretary of the State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use of the name applied for if: (1) The other corporation, limited partnership, limited liability company or limited liability partnership, as the case may be, consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of the State to change its name to a name that is distinguishable upon the records of the Secretary of the State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of the State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the corporation seeking to use the name: (1) Has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

(e) Sections 33-600 to 33-998 , inclusive, do not control the use of fictitious names.
Conn. Gen. Stat. § 33-742 — Connecticut Code / Title 33 / Chapter 601 / Section 33-742
Sec. 33-742. Removal of directors by shareholders.
Status: in_force

(b) If a director is elected by a voting group of shareholders only the shareholders of that voting group may participate in the vote to remove him.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
Conn. Gen. Stat. § 33-645 — Connecticut Code / Title 33 / Chapter 601 / Section 33-645
Sec. 33-645. Purposes.
Status: in_force

(b) No corporation formed under sections 33-600 to 33-998 , inclusive, shall have power to transact in this state the business of a gas, electric distribution or water company, or cemetery corporation, or of any company, except a telephone company, requiring the right to take and condemn lands or to occupy the public highways of this state.

(c) No corporation may be formed under sections 33-600 to 33-998 , inclusive, for the purpose of transacting the business of an insurance company or a surety or indemnity company, unless at the time of the filing of its certificate of incorporation, there is also filed a certificate issued by the Insurance Commissioner pursuant to section 33-646 authorizing the formation of the corporation. No corporation formed under sections 33-600 to 33-998 , inclusive, shall have power to transact in this state the business of an insurance company or a surety or indemnity company until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41 .

(d) Nothing in sections 33-600 to 33-998 , inclusive, shall be construed to authorize a corporation formed under said sections to transact any business except in compliance with any laws of this state regulating or otherwise applying to the same. The provisions of said sections shall govern all corporations, but notwithstanding the provisions of said sections, where by law special provisions are made in the case of a designated class or classes of corporations governing the corporate procedure thereof in any respect, limiting or extending the powers thereof, conditioning action upon the approval of any agency of the state, or otherwise prescribing the conduct of such corporations, such procedure, powers, action and conduct shall be governed by such special provisions whether or not such corporations are formed under said sections.

(e) Nothing in this section shall prohibit the formation of a corporation under sections 33-600 to 33-998 , inclusive, for the transaction of any business or for the promotion of any purpose in any other state if not prohibited by the laws thereof.

Under former Sec. 16-286(b), domestic corporation not transacting business as electric light company where sale of electricity does not require use of public highways or condemnation of land. 243 C. 635.
Conn. Gen. Stat. § 33-1333 — Connecticut Code / Title 33 / Chapter 603 / Section 33-1333
Sec. 33-1333. Corporate officers required to certify financial statements. Penalties.
Status: in_force

(b) (1) Any chief executive officer or chief financial officer under subsection (a) of this section who certifies a financial statement of the corporation knowing that the statement does not fairly represent, in all material respects, the financial condition and results of operations of the corporation shall be fined not more than one million dollars or imprisoned not more than ten years, or both.

(2) Any chief executive officer or chief financial officer under subsection (a) of this section who wilfully certifies a financial statement of the corporation knowing that the statement does not fairly represent, in all material respects, the financial condition and results of operations of the corporation shall be fined not more than five million dollars or imprisoned not more than twenty years, or both.
Conn. Gen. Stat. § 33-683 — Connecticut Code / Title 33 / Chapter 601 / Section 33-683
Sec. 33-683. Shareholder's preemptive rights.
Status: in_force

(b) A statement included in the certificate of incorporation that “the corporation elects to have preemptive rights”, or words of similar import, means that the following principles apply except to the extent the certificate of incorporation expressly provides otherwise:

(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.

(2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(3) There is no preemptive right with respect to: (A) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (B) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (C) shares authorized in the certificate of incorporation that are issued within six months from the effective date of incorporation; (D) shares sold otherwise than for money.

(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.

(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.

(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.

(c) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.

(d) Notwithstanding any provision of this section to the contrary, the shareholders of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, unless the certificate of incorporation expressly provides otherwise, have the preemptive rights provided in subsection (b) of this section.
Conn. Gen. Stat. § 33-656 — Connecticut Code / Title 33 / Chapter 601 / Section 33-656
Sec. 33-656. Reserved name.
Status: reserved

(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of the State a signed notice of the transfer that states the name and address of the transferee.

(c) Any person for whom a specified corporate name has been reserved pursuant to this section may, during the period for which such name is reserved, terminate such reservation by filing in the office of the Secretary of the State an application for cancellation of reservation of corporate name, together with the applicable fee.
Conn. Gen. Stat. § 33-696 — Connecticut Code / Title 33 / Chapter 601 / Section 33-696
Sec. 33-696. Special meeting.
Status: in_force

(b) If not otherwise fixed under section 33-697 or 33-701 , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(c) Unless the board of directors determines that a special shareholders' meeting shall be held solely by means of remote communication in accordance with subsection (c) of section 33-703 , such meeting (1) may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or (2) if no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by subsection (c) of section 33-699 may be conducted at a special shareholders' meeting.

Cited. 45 CS 101.
Conn. Gen. Stat. § 33-890 — Connecticut Code / Title 33 / Chapter 601 / Section 33-890
Sec. 33-890. Administrative dissolution.
Status: in_force

(b) Whenever any corporation is more than one year in default of filing its annual report as required by section 33-953 , the Secretary of the State may notify such corporation by electronic mail addressed to such corporation and sent to the corporation's electronic mail address as last shown on the Secretary's records that under the provisions of this section the corporation is to be administratively dissolved. Unless the corporation, within three months of the sending of such notice, files such annual report, the Secretary of the State shall prepare and file in the Secretary's office a certificate of administrative dissolution stating that the delinquent corporation has been administratively dissolved by reason of its default.

(c) Whenever it comes to the attention of the Secretary of the State that a corporation has failed to maintain a registered agent or that such registered agent cannot, with reasonable diligence, be found at the address shown in the records of his office, the Secretary of the State may notify such corporation by electronic mail addressed and sent to such corporation at its electronic mail address as last shown on the Secretary's records that under the provisions of this section the corporation is to be administratively dissolved. Unless the corporation within three months of the mailing of such notice files an appointment of registered agent, the Secretary of the State shall prepare and file in his office a certificate of administrative dissolution stating that the delinquent corporation has been administratively dissolved by reason of its default.

(d) Dissolution shall be effective upon the filing by the Secretary of the State in his office of such certificate of administrative dissolution.

(e) After filing the certificate of administrative dissolution, the Secretary of the State shall: (1) Send a copy thereof to the delinquent corporation, addressed to such corporation at its electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing of such certificate of administrative dissolution to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of administrative dissolution.
Conn. Gen. Stat. § 33-775 — Connecticut Code / Title 33 / Chapter 601 / Section 33-775
Sec. 33-775. Determination and authorization of indemnification.
Status: in_force

(b) The determination shall be made:

(1) If there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote;

(2) By special legal counsel (A) selected in the manner prescribed in subdivision (1) of this subsection, or (B) if there are fewer than two qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate; or

(3) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.

(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subparagraph (B) of subdivision (2) of subsection (b) of this section.
Conn. Gen. Stat. § 33-1187 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1187
Sec. 33-1187. Grounds for judicial dissolution.
Status: in_force

(1) In a proceeding by a member or a director if it is established that: (A) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; or (B) the corporate assets are being misapplied or wasted;

(2) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent;

(3) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or

(4) In a proceeding by the Attorney General in proceedings in the nature of quo warranto.

(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 shall dissolve a corporation: (1) In a proceeding by a member or members having voting power sufficient under the circumstances to dissolve the corporation pursuant to the certificate of incorporation; (2) in a proceeding by a member or a director when it is established that (A) under the provisions of sections 33-1000 to 33-1290 , inclusive, or of the certificate of incorporation or bylaws, the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to break the deadlock, or (B) if there are members entitled to vote for the election of directors, such members are deadlocked in voting power for the election of directors and for that reason have been unable at the next preceding annual meeting to agree upon or vote for directors as successors to directors whose term would normally have expired upon the election of their successors.
Conn. Gen. Stat. § 33-675 — Connecticut Code / Title 33 / Chapter 601 / Section 33-675
Sec. 33-675. Share options and other equity compensation awards.
Status: in_force

(b) The terms and conditions of such rights, options or warrants, including those outstanding on October 1, 2003, may include, but are not limited to, restrictions or conditions that: (1) Preclude or limit the exercise, transfer or receipt of such rights, options or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or (2) invalidate or void such rights, options or warrants held by any such person or persons or any such transferee or transferees.

(c) The board of directors may authorize one or more officers to (1) designate the recipients of rights, options, warrants or other equity compensation awards that involve the issuance of shares, and (2) determine, within an amount and subject to any other limitations established by the board and, if applicable, the shareholders, the number of such rights, options, warrants or other equity compensation awards and the terms thereof to be received by the recipients, provided an officer may not use such authority to designate himself or herself, or any other persons as the board of directors may specify, as a recipient of such rights, options, warrants or other equity compensation awards.
Conn. Gen. Stat. § 33-1089 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1089
Sec. 33-1089. Proceedings to determine validity of election.
Status: in_force

(b) In any such application, service upon the person whose title to office is contested and upon the person, if any, claiming such office may, in addition to any other lawful manner of service, be made upon the registered agent of the corporation. The officer or other proper person directed to make such service shall deposit in the United States mails, by registered or certified mail, postage prepaid, a true and attested copy of the process, notice or demand, together with a statement by such officer or person making service that service is being made pursuant to this section, addressed to such person at the residence address thereof as the same appears on the records of the Secretary of the State, or, if no such address appears, at the address thereof last known to the party desiring to make such service.

(c) The corporation shall be made a party to any proceeding under this section and the court shall have power to enforce the production of any books, papers and records thereof relating to the issue. The court may make such further or other orders respecting service or notice of such application as it deems proper under the circumstances.
Conn. Gen. Stat. § 33-1244 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1244
Sec. 33-1244. Failure to file report. Incorrect report.
Status: in_force

(b) The Secretary of the State shall not accept for filing a report from a corporation until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a corporation does not conform to law, he may return it to the corporation for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the corporation shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the corporation shall be in default for failure to file two reports.
Conn. Gen. Stat. § 33-950 — Connecticut Code / Title 33 / Chapter 601 / Section 33-950
Sec. 33-950. Exception to notice requirement.
Status: in_force

(1) Notices to the shareholders of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered; or

(2) All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.

(b) If any such shareholder delivers to the corporation a written notice setting forth such shareholder's current address, the requirement that notice be given to such shareholder shall be reinstated.
Conn. Gen. Stat. § 33-913 — Connecticut Code / Title 33 / Chapter 601 / Section 33-913
Sec. 33-913. Surrender of charter and reincorporation.
Status: in_force

(b) The shareholders shall adopt a resolution to such effect and a certificate of incorporation complying with sections 33-600 to 33-998 , inclusive, both in the manner provided by section 33-797 in the case of an amendment by shareholders, except that the affirmative vote required shall be at least a majority of the voting power of the outstanding shares of each class.

(c) A certificate setting forth such resolution and a certificate of incorporation, and citing the act of the legislature by or under which such corporation was created, shall be executed and filed as provided in section 33-797 in the case of an amendment by shareholders.

(d) Reincorporation shall take effect as provided in section 33-637 . Upon the effectiveness of such reincorporation, the corporation shall cease to be a specially chartered corporation, shall continue its corporate existence under sections 33-600 to 33-998 , inclusive, and shall in all respects be subject to and have the benefits of said sections.
Conn. Gen. Stat. § 33-951 — Connecticut Code / Title 33 / Chapter 601 / Section 33-951
Sec. 33-951. Financial statements for shareholders.
Status: in_force

(b) If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: (1) Stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(c) Such corporation shall deliver the annual financial statements to each shareholder within one hundred twenty days after the close of each fiscal year. Thereafter, on written request from a shareholder to whom the statements were not delivered, the corporation shall deliver to such shareholder the latest financial statements. Any delivery of financial statements by electronic transmission permitted by this section must be in a manner authorized by the shareholder. A public corporation may fulfill its responsibilities under this subsection by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission.
Conn. Gen. Stat. § 33-1001 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1001
Sec. 33-1001. Construction of statutes.
Status: in_force

(b) If the certificate of incorporation, in effect on January 1, 1997, of a corporation without capital stock formed under the laws of this state, whether general law or special act, prior to said date, contains any provision contrary to, inconsistent with or in addition to any provision of sections 33-1000 to 33-1290 , inclusive, but which provision was permitted to be contained in such certificate pursuant to the provisions of applicable law as in effect prior to January 1, 1997, the provisions contained in such certificate shall govern such corporation and the provisions of said sections shall not be held or construed to alter or affect any provision of the certificate of incorporation of such corporation inconsistent herewith, except as provided in sections 33-1181 , 33-1203 , 33-1243 and 33-1244 .
Conn. Gen. Stat. § 33-1351 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1351
Sec. 33-1351. Definitions.
Status: in_force

(1) “Benefit corporation” means a business corporation (A) that has elected to become subject to the provisions of sections 33-1352 to 33-1364 , inclusive, and (B) whose status as a benefit corporation has not been terminated pursuant to section 33-1356 .

(2) “Benefit director” means either (A) the director designated as the benefit director of a benefit corporation pursuant to section 33-1359 , or (B) a person with one or more of the powers, duties or rights of a benefit director under section 33-1359 to the extent that such person has been granted all or part of the authority to manage the business and affairs of the corporation by a shareholder agreement that complies with section 33-717 .

(3) “Benefit enforcement proceeding” means any claim or action for (A) the failure of a benefit corporation to pursue or create a general public benefit or any specific public benefit purpose set forth in its certificate of incorporation, or (B) the violation of any obligation, duty or standard of conduct under sections 33-1352 to 33-1364 , inclusive.

(4) “Benefit officer” means the individual designated as the benefit officer of a benefit corporation pursuant to section 33-1361 .

(5) “Business corporation” means a corporation whose internal affairs are governed by chapter 601.

(6) “Charitable organization” means any organization that is exempt from federal income tax under Section 501(a) of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as amended from time to time, and that the United States Treasury Department has expressly determined, by letter, to be an organization that is described in Section 501(c)(3) of said Internal Revenue Code.

(7) “General public benefit” means a material positive impact on both society and the environment, taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation.

(8) “Independent” means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation, provided a person who serves as a benefit director or benefit officer does not lack independence solely by serving in such capacity.

(9) “Legacy preservation provision” means a provision in the certificate of incorporation adopted in accordance with section 33-1355 .

(10) “Material relationship” means a relationship between a person and a benefit corporation or any of its subsidiaries if any of the following apply: (A) The person is, or has been within the last three years, an employee other than a benefit officer of the benefit corporation or a subsidiary; (B) an immediate family member of the person is, or has been within the last three years, an executive officer other than a benefit officer of the benefit corporation or a subsidiary; or (C) there is beneficial or record ownership of five per cent or more of the outstanding shares of the benefit corporation, calculated on the assumption that all outstanding rights to acquire shares in the benefit corporation had been exercised, by (i) the person, or (ii) an entity (I) of which the person is a director, an officer or a manager; or (II) in which the person owns beneficially or of record five per cent or more of the outstanding equity interests, calculated on the assumption that all outstanding rights to acquire equity interests in the entity had been exercised.

(11) “Minimum status vote” means (A) in the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions: (i) The shareholders of every class or series shall be entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the certificate of incorporation or bylaws on the voting rights of any class or series; and (ii) the corporate action is approved by the vote of shareholders of each class or series entitled to cast at least two-thirds of the votes that shareholders of the class or series are entitled to cast on the action; and (B) in the case of a domestic entity other than a business corporation, in addition to any other required approval, vote or consent, the satisfaction of the following conditions: (i) The holders of each class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity shall be entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any such class or series; and (ii) the action is approved by the vote or written consent of the holders described in subparagraph (B)(i) of this subdivision entitled to cast at least two-thirds of the votes that all of those holders are entitled to cast on the action.

(12) “Publicly traded corporation” means a business corporation that has shares listed on a national securities exchange or traded in a market maintained by one or more members of a national securities association.

(13) “Specific public benefit” includes: (A) Providing low-income or underserved individuals or communities with beneficial products or services; (B) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; (C) protecting or restoring the environment; (D) improving human health; (E) promoting the arts, sciences or advancement of knowledge; (F) increasing the flow of capital to other benefit corporations or similar entities whose purpose is to benefit society or the environment; and (G) conferring any other particular benefit on society or the environment.

(14) “Subsidiary” means, in relation to a person, an entity in which the person owns beneficially or of record fifty per cent or more of the outstanding equity interests.

(15) “Third-party standard” means a recognized standard for defining, reporting and assessing corporate social and environmental performance that: (A) Assesses the effect of its business and operations upon the interests listed in subparagraphs (B), (C), (D) and (E) of subdivision (1) of subsection (a) of section 33-1358 ; (B) is developed by an entity that is independent; and (C) makes publicly available the following information about the development and revision of the standard: (i) The identity of the directors, officers, material owners, and the governing body of the entity that developed and controls revisions to the standard; (ii) the process by which revisions to the standard and changes to the membership of the governing body are made; and (iii) an accounting of the revenue and sources of financial support for such entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.
Conn. Gen. Stat. § 33-1085 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1085
Sec. 33-1085. Terms of directors generally.
Status: in_force

(b) The terms of all other directors expire at the next annual meeting of members or directors, as the case may be, following their election unless their terms are staggered under section 33-1086 .

(c) A decrease in the number of directors does not shorten an incumbent director's term.

(d) The term of a director elected to fill a vacancy expires at the next meeting at which directors are elected.

(e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
Conn. Gen. Stat. § 33-1178b — Connecticut Code / Title 33 / Chapter 602 / Section 33-1178b
Sec. 33-1178b. Duties of directors of dissolved corporation.
Status: in_force

(b) Directors of a dissolved corporation which has disposed of claims under section 33-1177 , 33-1178 or 33-1178a shall not be liable for breach of subsection (a) of this section with respect to claims against the dissolved corporation that are barred or satisfied under sections 33-1177 , 33-1178 or 33-1178a .
Conn. Gen. Stat. § 33-816 — Connecticut Code / Title 33 / Chapter 601 / Section 33-816
Sec. 33-816. Share exchange.
Status: in_force

(b) A foreign corporation may be a party to a share exchange only if: (1) The share exchange is permitted by the law of the state or country under which such corporation is organized or by which it is governed; and (2) in effecting the share exchange, such corporation complies with such law and with its certificate of incorporation or organizational documents.

(c) The plan of share exchange shall include: (1) The name of each corporation whose shares will be acquired and the name of the corporation or other entity that will acquire such shares; (2) the terms and conditions of the share exchange; (3) the manner and basis of exchanging shares of a corporation whose shares will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; and (4) any other provisions required by the law of the state or country under which any party to the share exchange is organized or by which it is governed or by the certificate of incorporation or organizational documents of any such party.

(d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608 .

(e) The plan of share exchange may also include a provision that the plan may be amended prior to the filing of a certificate of share exchange with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan shall provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be issued by the corporation or to be received by the shareholders of in any party to the share exchange in exchange for their shares under the plan; or (2) change any of the terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

(f) This section does not limit the power of a domestic corporation to acquire shares of another corporation or interests in an other entity in a transaction other than a share exchange.
Conn. Gen. Stat. § 33-1088 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1088
Sec. 33-1088. Removal of directors by members or directors.
Status: in_force

(b) If a director is elected by a class of members only the members of that class may participate in the vote to remove him.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(d) A director may be removed by the members entitled to vote for directors or, if there are no such members, the directors, only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
Conn. Gen. Stat. § 33-920 — Connecticut Code / Title 33 / Chapter 601 / Section 33-920
Sec. 33-920. Authority to transact business required.
Status: in_force

(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section: (1) Maintaining, defending or settling any proceeding; (2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) owning, without more, real or personal property; (10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; (11) transacting business in interstate commerce.

(c) The list of activities in subsection (b) of this section is not exhaustive.
Conn. Gen. Stat. § 33-1158 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1158
Sec. 33-1158. Effect of merger.
Status: in_force

(1) The corporation that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be;

(2) The separate existence of every corporation that is merged into the survivor ceases;

(3) All liabilities of each corporation that is merged into the survivor are vested in the survivor;

(4) All property owned by, and every contract right possessed by, each corporation that merges into the survivor is vested in the survivor without reversion or impairment;

(5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

(6) The certificate of incorporation of the survivor is amended to the extent provided in the plan of merger;

(7) The certificate of incorporation of a survivor that is created by the merger becomes effective;

(8) The memberships, if any, of each corporation which is a party to the merger that are to be converted into memberships of the survivor are converted, and the former members in such membership classes are entitled only to the designation, qualifications, privileges and rights of the class of members to which they are converted, as provided in the certificate of incorporation of the survivor as the same may be amended by the plan of merger; and

(9) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger, to or for the benefit of any of the merging corporations shall inure to the benefit of the survivor, and so far as is necessary for that purpose, the existence of each merging corporation shall be deemed to continue in and through the survivor.
Conn. Gen. Stat. § 33-1069 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1069
Sec. 33-1069. Remote participation in meetings.
Status: in_force

(b) Members participating in a member meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures: (1) To verify that each person participating remotely is a member; and (2) to provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate and to read or hear the proceedings of the meeting substantially concurrently with such proceedings.

(c) Unless the bylaws require the meeting of members to be held at a place, the board of directors may determine that any meeting of members shall not be held at any place and shall instead be held solely by means of remote communication, provided the corporation implements the measures specified in subsection (b) of this section.
Conn. Gen. Stat. § 33-226 — Connecticut Code / Title 33 / Chapter 597 / Section 33-226
Sec. 33-226. Meetings of members.
Status: in_force

(b) Special meetings of the members shall be called by the president, by the board of trustees, by any three trustees or by not less than ten per cent of the members.

(c) Except as otherwise provided in this chapter, written or printed notice stating the time and place of each meeting of the members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten days nor more than twenty-five days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage prepaid addressed to the member at his address as it appears on the records of the cooperative.

(d) Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative having not more than one thousand members shall be five per cent of all members, present in person, and of a cooperative having more than one thousand members shall be fifty members, present in person. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.

(e) Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members. Voting shall be in person, but, if the bylaws so provide, may also be by proxy or by mail or both. If the bylaws provide for voting by proxy or by mail, they shall also prescribe the conditions under which such voting shall be permitted. No person shall vote as proxy for more than three members at any meeting of the members.
Conn. Gen. Stat. § 33-709 — Connecticut Code / Title 33 / Chapter 601 / Section 33-709
Sec. 33-709. Quorum and voting requirements for voting groups.
Status: in_force

(b) Once a share is represented for any purpose at a meeting, it 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) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the certificate of incorporation or sections 33-600 to 33-998 , inclusive, require a greater number of affirmative votes.

(d) An amendment of the certificate of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 33-711 .

(e) The election of directors is governed by section 33-712 .

(f) Whenever a provision of sections 33-600 to 33-998 , inclusive, provides for voting of classes or series as separate voting groups, the rules provided in subsection (c) of section 33-798 for amendments of the certificate of incorporation apply to that provision.
Conn. Gen. Stat. § 33-770 — Connecticut Code / Title 33 / Chapter 601 / Section 33-770
Sec. 33-770. Definitions.
Status: in_force

(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger.

(2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.

(3) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

(4) “Official capacity” means: (A) When used with respect to a director, the office of director in a corporation; and (B) when used with respect to an officer, as contemplated in section 33-776 , the office in a corporation held by the officer. “Official capacity” does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan or other entity.

(5) “Party” means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.

(6) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.
Conn. Gen. Stat. § 33-763 — Connecticut Code / Title 33 / Chapter 601 / Section 33-763
Sec. 33-763. Officers.
Status: in_force

(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept under subsections (a) and (e) of section 33-945 .

(d) The same individual may simultaneously hold more than one office in a corporation.
Conn. Gen. Stat. § 33-1130 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1130
Sec. 33-1130. Members' action.
Status: in_force

(b) A director who has a conflicting interest respecting the transaction shall, before the members' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of any members entitled to vote who, to the knowledge of such director, are (1) a director who has a conflicting interest respecting the transaction, or (2) a related person of any such director, excluding a person described in subparagraph (F) of subdivision (5) of section 33-1127 .

(c) For purposes of this section, the members entitled to vote with respect to a director's conflicting interest transaction are any members entitled to vote, except members entitled to vote who the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) of this section is notified, are either (1) a director who has a conflicting interest respecting the transaction, or (2) a related person of the director, excluding a person described in subparagraph (F) of subdivision (5) of section 33-1127 .

(d) A majority of the votes entitled to be cast by the members entitled to vote with respect to the transaction constitutes a quorum for purposes of compliance with this section. Subject to the provisions of subsection (e) of this section, members' action that otherwise complies with this section is not affected by the presence, or by the voting, of members that are not entitled to vote with respect to the transaction.

(e) If a members' vote does not comply with subsection (a) of this section solely because of a director's failure to comply with subsection (b) of this section, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the members' vote, as the court considers appropriate in the circumstances.

(f) Where members' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the certificate of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the members, in which action members that are not entitled to vote on the transaction may participate.
Conn. Gen. Stat. § 33-673a — Connecticut Code / Title 33 / Chapter 601 / Section 33-673a
Sec. 33-673a. Definitions.
Status: in_force

(1) “Affiliate” means with respect to any specified person, any other person directly or indirectly controlling, controlled by or under common control with such specified person. As used in this subdivision, “control” has the same meaning given to that term in 17 CFR 240.12b-2, as amended from time to time;

(2) “Domestic entity” means an entity whose internal affairs are governed by the law of this state;

(3) “Entity” means (A) a business corporation, (B) a nonstock corporation, (C) a limited liability partnership, (D) a limited partnership, including a limited liability limited partnership, (E) a limited liability company, or (F) any other person that (i) has a separate legal existence, and (ii) is subject to a provision of the general statutes which provides that an interest holder of such person is not personally liable for a debt, obligation or other liability of such person solely by reason of being or acting as such interest holder;

(4) “Governance interest” has the same meaning as provided in section 34-600 ;

(5) “Governor” has the same meaning as provided in section 34-600 ;

(6) “Interest” means (A) a governance interest in an entity, (B) a transferable interest in an entity, or (C) a share, membership interest or other ownership interest in an entity;

(7) “Interest holder” has the same meaning as provided in section 34-600 ;

(8) “Person” has the same meaning as provided in section 34-600 ; and

(9) “Transferable interest” has the same meaning as provided in section 34-600 .
Conn. Gen. Stat. § 33-277 — Connecticut Code / Title 33 / Chapter 598 / Section 33-277
Sec. 33-277. Election and powers of trustees.
Status: in_force

Nature of German Evangelical Lutheran Church; change of synod does not affect trust for church; government by “congregation as a whole”; injunction to prevent new pastor from using church. 78 C. 343.
Conn. Gen. Stat. § 33-606b — Connecticut Code / Title 33 / Chapter 601 / Section 33-606b
Sec. 33-606b. Ratification of defective corporate actions.
Status: in_force

(b) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under subdivision (2) of subsection (a) of section 33-639 , a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action, stating: (1) The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation; (2) the earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and (3) that the ratification of the election of such person or persons as the initial board of directors is approved.

(c) If any provision of sections 33-600 to 33-998 , inclusive, the certificate of incorporation or bylaws, any corporate resolution or any plan or agreement to which the corporation is a party in effect at the time action under subsection (a) of this section is taken requires shareholder approval or would have required shareholder approval at the date of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (a) of this section shall be submitted to the shareholders for approval in accordance with section 33-606c .

(d) Unless otherwise provided in the action taken by the board of directors under subsection (a) of this section, after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders.
Conn. Gen. Stat. § 33-1117 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1117
Sec. 33-1117. Permissible indemnification.
Status: in_force

(b) A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (ii) of subdivision (1) of subsection (a) of this section.

(c) The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.

(d) Unless ordered by a court under section 33-1120 , a corporation may not indemnify a director under this section: (1) In connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a) of this section; or (2) in connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not involving action in his official capacity.

(e) Notwithstanding any provision of this section to the contrary, a corporation which was incorporated under the laws of this state, whether under chapter 600 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify under sections 33-1116 to 33-1125 , inclusive, except subdivision (2) of subsection (a) of this section, a director to the same extent the corporation is permitted to provide the same to a director pursuant to subdivision (1) of subsection (a) and subsections (b), (c) and (d) of this section as limited by the provisions of section 33-1121 .

(f) Notwithstanding any other provision of this section, a corporation which is a “private foundation” as defined in Section 509 of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, shall not, during the period it is such a private foundation, indemnify any person if such indemnity or its carrying out will constitute a violation of any provision of section 33-281b or any substantially like provision which may be contained in the certificate of incorporation.
Conn. Gen. Stat. § 33-1240 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1240
Sec. 33-1240. Exception to notice requirement.
Status: in_force

(b) If any such member delivers to the corporation written notice setting forth such member's current address, the requirement that notice be given to such member shall be reinstated.
Conn. Gen. Stat. § 33-648 — Connecticut Code / Title 33 / Chapter 601 / Section 33-648
Sec. 33-648. Emergency powers.
Status: in_force

(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (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. § 33-1017 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1017
Sec. 33-1017. Interrogatories by Secretary of the State.
Status: in_force

(b) Each corporation, domestic or foreign, and each officer and director of a corporation, domestic or foreign, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to it or him by the Secretary of the State as provided in subsection (a) of this section shall be fined not more than five hundred dollars.

(c) Interrogatories propounded by the Secretary of the State and the answers thereto shall not be opened to public inspection nor shall the Secretary of the State disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or if such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.
Conn. Gen. Stat. § 33-699 — Connecticut Code / Title 33 / Chapter 601 / Section 33-699
Sec. 33-699. Notice of meeting.
Status: in_force

(b) Unless sections 33-600 to 33-998 , inclusive, or the certificate of incorporation requires otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(c) Notice of a special shareholders' meeting shall include a description of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under section 33-697 or 33-701 , the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.

(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time or place, if any, notice need not be given of the new date, time or place, if any, if the new date, time or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 33-701 , however, notice of the adjourned meeting must be given under this section to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
Conn. Gen. Stat. § 33-1067 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1067
Sec. 33-1067. Record date.
Status: in_force

(b) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members.

(c) A determination of members entitled to notice of or to vote at a meeting of members is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

(d) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
Conn. Gen. Stat. § 33-752 — Connecticut Code / Title 33 / Chapter 601 / Section 33-752
Sec. 33-752. Quorum and voting.
Status: in_force

(b) The certificate of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this section.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the certificate of incorporation or a bylaw requires the vote of a greater number of directors.

(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) He objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Conn. Gen. Stat. § 33-1145 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1145
Sec. 33-1145. Restated certificate of incorporation.
Status: in_force

(b) If the restated certificate includes one or more new amendments that require member approval, the new amendments must be adopted and approved as provided in section 33-1142 . If the restatement includes a new amendment which does not require member approval, the new amendment must be adopted as provided in section 33-1141 or 33-1143 , as the case may be.

(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with a statement which states that the restated certificate consolidates all amendments into a single document and, if a new amendment is included in the restated certificate, which also includes the statement required under section 33-1144 .

(d) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.

(e) The Secretary of the State may certify a restated certificate of incorporation, as the certificate of incorporation currently in effect, without including the statement information required by subsection (c) of this section.