Conn. Gen. Stat. § 33-636 — Connecticut Code / Title 33 / Chapter 601 / Section 33-636
Sec. 33-636. Certificate of incorporation.
Status: in_force

(b) The certificate of incorporation may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (A) The purpose or purposes for which the corporation is organized; (B) managing the business and regulating the affairs of the corporation; (C) defining, limiting and regulating the powers of the corporation, its board of directors and shareholders; (D) a par value for authorized shares or classes of shares; or (E) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; (3) any provision that under sections 33-600 to 33-998 , inclusive, is required or permitted to be set forth in the bylaws; (4) a provision limiting the personal liability of a director to the corporation or its shareholders for money damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the corporation during the year of the violation if such breach did not (A) involve a knowing and culpable violation of law by the director, (B) enable the director or an associate, as defined in section 33-840 , to receive an improper personal economic gain, (C) show a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, or (E) create liability under section 33-757 , provided no such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision; (5) a provision permitting or making obligatory indemnification of a director for liability, as defined in section 33-770 , to any person for any action taken, or any failure to take any action, as a director, except liability that (A) involved a knowing and culpable violation of law by the director, (B) enabled the director or an associate, as defined in section 33-840 , to receive an improper personal gain, (C) showed a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (D) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, or (E) created liability under section 33-757 , provided no such provision shall affect the indemnification of or advance of expenses to a director for any liability stemming from acts or omissions occurring prior to the effective date of such provision; and (6) a provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that any application of such a provision to an officer or a related person of that officer (A) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of qualified directors taken in compliance with the same procedures as are set forth in section 33-783 , and (B) may be limited by the authorizing action of the board. As used in this subsection “related person” has the same meaning as provided in section 33-781 .

(c) The certificate of incorporation need not set forth any of the corporate powers enumerated in sections 33-600 to 33-998 , inclusive.

(d) Provisions of the certificate of incorporation may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with subsection (l) of section 33-608 .
Conn. Gen. Stat. § 33-925 — Connecticut Code / Title 33 / Chapter 601 / Section 33-925
Sec. 33-925. 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 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 another 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 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 transact business 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 transact business in this state changes its corporate name to one that does not satisfy the requirements of section 33-655 , it may not transact business 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 33-923 .
Conn. Gen. Stat. § 33-281b — Connecticut Code / Title 33 / Chapter 598a / Section 33-281b
Sec. 33-281b. Restrictions on activities of private foundations.
Status: in_force

(b) The provisions of subsection (a) of this section shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that (1) such application would be contrary to the terms of the articles of organization or other instrument governing such corporation or governing the administration of charitable funds held by it; and (2) such instrument may not properly be changed to conform to said subsection.

(c) The provisions of subsection (a) of this section shall not require or prohibit any act with respect to which Section 508(e) of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, does not apply by virtue of Section 101(l)(6) of the Tax Reform Act of 1969 (Public Law 91-172).

Cited. 41 CS 469.
Conn. Gen. Stat. § 33-666 — Connecticut Code / Title 33 / Chapter 601 / Section 33-666
Sec. 33-666. Terms of class or series of shares.
Status: in_force

(b) If the board of directors acts pursuant to subsection (a) of this section, it must determine the terms, including the preferences, rights and limitations, to the same extent permitted under section 33-665 , of: (1) Any class of shares before the issuance of any shares of such class; or (2) any series within a class before the issuance of any shares of such series.

(c) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of the State for filing a certificate of amendment setting forth the terms determined under subsection (a) of this section.
Conn. Gen. Stat. § 33-798 — Connecticut Code / Title 33 / Chapter 601 / Section 33-798
Sec. 33-798. Voting on amendments by voting groups.
Status: in_force

(1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(3) Change the rights, preferences or limitations of all or part of the shares of the class;

(4) Change the shares of all or part of the class into a different number of shares of the same class;

(5) Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class;

(6) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;

(7) Limit or deny an existing preemptive right of all or part of the shares of the class; or

(8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.

(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(c) If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the certificate of incorporation or required by the board of directors.

(d) A class or series of shares is entitled to the voting rights granted by this section although the certificate of incorporation provides that the shares are nonvoting shares.
Conn. Gen. Stat. § 33-1156 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1156
Sec. 33-1156. Action on plan of merger.
Status: in_force

(1) The plan of merger must be adopted by the board of directors. After adopting a plan of merger, the board of directors of each corporation party to the merger shall submit the plan of merger, except as provided in subdivision (8) of this section, for approval by those members who are entitled to vote on such plan, if any.

(2) The board of directors must also transmit to the members entitled to vote, if any, a recommendation that such members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members entitled to vote, if any, the basis for such determination.

(3) The board of directors may condition its submission of the plan of merger to the members on any basis.

(4) If the plan of merger is required to be approved by the members, and if the approval is to be given at a meeting, the corporation must notify each member entitled to vote on the plan, if any, of the meeting of the members at which the plan is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation, the notice shall also include or be accompanied by a copy or summary of the certificate of incorporation of such existing corporation. If the corporation is to be merged into a corporation that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the certificate of incorporation of the new corporation.

(5) Unless sections 33-1000 to 33-1290 , inclusive, the certificate of incorporation or the board of directors acting pursuant to subdivision (3) of this section requires a greater vote or a vote by class of members, the plan of merger to be adopted must be approved by: (A) If no class of members is entitled to vote separately on the plan as a class, at least two-thirds of the votes cast by the members entitled to vote thereon; and (B) if any class of members is entitled to vote on the plan separately as a class, at least two-thirds of the votes cast by the members of each such class. Approval of the plan of merger by members may precede or follow adoption of the plan of merger by the board of directors and the taking of any necessary actions under subdivision (2) of this section.

(6) Separate voting by a class of members of a corporation is required on a plan of merger if: (A) The plan contains a provision that, if contained in a proposed amendment to the certificate of incorporation of such corporation, would require action by such class, as a separate class, on the proposed amendment under the certificate of incorporation of the corporation; (B) such class is entitled under the certificate of incorporation of the corporation to vote as a separate class to approve a plan of merger; or (C) the memberships of such class are to be converted, pursuant to the provisions of the plan of merger, into memberships of a different class of members of such corporation or into memberships of any class of members of any other corporation.

(7) If (A) in the case of the surviving corporation, a plan of merger contains any provision which, if contained in a proposed amendment to its certificate of incorporation would require a greater vote than, or additional vote to, that otherwise required to approve the plan of merger, or (B) in the case of any terminating corporation, a sale of all or substantially all assets, or dissolution, would under the circumstances require a greater vote than, or additional vote to, that otherwise required to approve the plan of merger, approval of the plan of merger by such corporation shall require such greater or additional vote.

(8) Unless the certificate of incorporation otherwise provides, approval by the corporation's members of a plan of merger is not required if: (A) The corporation will be the survivor of the merger; (B) except for amendments permitted by section 33-1141 , the corporation's certificate of incorporation will not be changed; and (C) each member of the corporation immediately before the effective date of the merger will be a member of the survivor with identical designations, qualifications, privileges and rights immediately after the effective date of the merger.

(9) If any merging corporation has no members, or no members entitled to vote thereon, a plan of merger shall be adopted by the board of directors.
Conn. Gen. Stat. § 33-708 — Connecticut Code / Title 33 / Chapter 601 / Section 33-708
Sec. 33-708. Corporation's acceptance or rejection of votes.
Status: in_force

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

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

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

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

(4) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment;

(5) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

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

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section or subsection (b) of section 33-706 are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section or subsection (b) of section 33-706 is valid unless a court of competent jurisdiction determines otherwise.
Conn. Gen. Stat. § 33-1235 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1235
Sec. 33-1235. Corporate records.
Status: in_force

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its members, if any, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast and the members' class of membership, if any.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) A corporation shall keep a copy of the following records at its principal office: (1) Its certificate of incorporation or restated certificate of incorporation and all amendments to it currently in effect; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) the minutes of all members' meetings, if any, and records of all action taken by members, if any, without a meeting for the past three years; (4) the financial statements prepared for the past three years under section 33-1241 ; (5) a list of the names and business addresses of its current directors and officers; and (6) its most recent annual report delivered to the Secretary of the State under section 33-1243 .
Conn. Gen. Stat. § 33-945 — Connecticut Code / Title 33 / Chapter 601 / Section 33-945
Sec. 33-945. Corporate records.
Status: in_force

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(d) A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.

(e) A corporation shall keep a copy of the following records at its principal office: (1) Its certificate of incorporation or restated certificate of incorporation, all amendments to them currently in effect and any notices to shareholders referred to in subsection (l) of section 33-608 regarding facts on which a document is dependent; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years; (5) all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 33-951 ; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Secretary of the State under section 33-953 .
Conn. Gen. Stat. § 33-1155 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1155
Sec. 33-1155. Merger.
Status: in_force

(b) The plan of merger must include: (1) The name of each corporation that will merge and the name of the corporation that will be the survivor of the merger; (2) the terms and conditions of the merger; (3) if the memberships, if any, of any corporation are to be converted into memberships of the survivor, the manner and basis of doing so; (4) the certificate of incorporation of any corporation to be created by the merger or, if a new corporation is not to be created by the merger, any amendments to the survivor's certificate of incorporation; and (5) any other provisions required by the certificate of incorporation of any party to the merger.

(c) The plan of merger may include any other provisions relating to the merger that are not inconsistent with sections 33-1000 to 33-1290 , inclusive.

(d) The terms of the plan of merger described in subdivisions (2) and (3) of subsection (b) of this section may be made dependent on facts ascertainable outside the plan of merger, provided such facts are objectively ascertainable. For the purposes of this subsection, “facts” includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.

(e) The plan of merger may also include a provision that the plan may be amended prior to filing a certificate of merger with the Secretary of the State, provided, if the members of a corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such members, the plan may not be amended to: (1) Change the amount or kind of memberships to be received by the members of the corporation upon conversion of their memberships under the plan; (2) change the certificate of incorporation of any corporation that will survive or be created as a result of the merger, except for changes permitted by section 33-1141 ; or (3) change any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.
Conn. Gen. Stat. § 33-735 — Connecticut Code / Title 33 / Chapter 601 / Section 33-735
Sec. 33-735. Requirements for and duties of board of directors.
Status: in_force

(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the certificate of incorporation or in an agreement authorized under section 33-717 .
Conn. Gen. Stat. § 33-1188 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1188
Sec. 33-1188. Procedure for judicial dissolution.
Status: in_force

(b) It is not necessary to make members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held.
Conn. Gen. Stat. § 33-936 — Connecticut Code / Title 33 / Chapter 601 / Section 33-936
Sec. 33-936. Procedure for and effect of revocation.
Status: in_force

(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of the State that each ground determined by the Secretary of the State does not exist, within ninety days after mailing of the notice, the Secretary of the State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of the State shall file the original of the certificate and shall: (1) Send a copy thereof to the delinquent corporation, addressed to such corporation's electronic mail address as last shown on the Secretary's records; and (2) cause notice of the filing 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 revocation.

(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.

(d) The Secretary of the State's revocation of a foreign corporation's certificate of authority appoints the Secretary of the State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of the State as provided in section 33-929 is service on the foreign corporation.

(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
Conn. Gen. Stat. § 33-860 — Connecticut Code / Title 33 / Chapter 601 / Section 33-860
Sec. 33-860. Notice of appraisal rights.
Status: in_force

(b) In a merger pursuant to section 33-818 , the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within ten days after the corporate action became effective and include the materials described in section 33-862 .

(c) Where any corporate action specified in subsection (a) of section 33-856 is to be approved by written consent of the shareholders pursuant to section 33-698 :

(1) Written notice that appraisal rights are, are not or may be available shall be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, the notice must be accompanied by a copy of sections 33-855 to 33-872 , inclusive; and

(2) Written notice that appraisal rights are, are not or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by subsections (e) and (f) of section 33-698 , may include the materials described in section 33-862 and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of sections 33-855 to 33-872 , inclusive.

(d) Where corporate action described in subsection (a) of section 33-856 is proposed, or a merger pursuant to section 33-818 is effected, the notice referred to in subsection (a) or (c) of this section, if the corporation concludes that appraisal rights are or may be available, and in subsection (b) of this section, shall be accompanied by:

(1) Financial statements of the corporation that issued the shares that may be subject to appraisal, consisting of a balance sheet as of the end of the fiscal year ending not more than sixteen months before the date of the notice, an income statement for that fiscal year and a cash flow statement for that fiscal year, provided if such financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and

(2) The latest interim financial statements of such corporation, if any.

(e) The right to receive the information described in subsection (d) of this section may be waived in writing by a shareholder before or after the corporate action.

Cited. 44 CS 12.
Conn. Gen. Stat. § 33-617 — Connecticut Code / Title 33 / Chapter 601 / Section 33-617
Sec. 33-617. Fees payable to Secretary of the State.
Status: in_force

(b) The Secretary of the State shall charge and collect the following miscellaneous charges and remit them to the Treasurer for the use of the state: (1) At the time of any service of process on the Secretary of the State as registered agent of a corporation, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action, the plaintiff in the process so served shall pay fifty dollars; (2) for preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a corporation: For each copy of each such document thereof regardless of the number of pages, forty dollars; for affixing his certification and official seal thereto, fifteen dollars; (3) for preparing and furnishing his certificate of existence or authorization, which certificate may reflect any and all changes of corporate names and the date or dates of filing thereof, eighty dollars; (4) for preparing and furnishing his certificate of existence or authorization reflecting certificates effecting fundamental changes to a certificate of incorporation and the date or dates of filing thereof, one hundred twenty dollars; and (5) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will in his judgment cover the cost of the services provided.

(c) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under the provisions of this section.

(d) Each foreign corporation shall pay to the Secretary of the State a license fee of two hundred eighty-five dollars at the time of filing its application for a certificate of authority to transact business in this state, and annually thereafter on or before the last day of the calendar month in which falls the anniversary of the day of issuance of its certificate of authority, until such time as it has filed a certificate of withdrawal from the state or its certificate of authority to transact business in this state has been revoked.

(e) The Secretary of the State shall proceed as provided in section 33-935 whenever a foreign corporation is in default in payment of its license fees as therein provided.
Conn. Gen. Stat. § 33-749 — Connecticut Code / Title 33 / Chapter 601 / Section 33-749
Sec. 33-749. 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. § 33-1159a — Connecticut Code / Title 33 / Chapter 602 / Section 33-1159a
Sec. 33-1159a. Merger with foreign corporation.
Status: in_force

(1) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

(2) The foreign corporation complies with section 33-1157 if it is the surviving corporation of the merger; and

(3) Each domestic corporation complies with the applicable provisions of sections 33-1155 and 33-1156 and, if it is the surviving corporation of the merger, with section 33-1157 .

(b) Upon the merger taking effect, the surviving foreign corporation of a merger is deemed to appoint the Secretary of the State and the Secretary of the State's successors in office as its agent for service of process in a proceeding to enforce any obligation or the rights of members of each domestic corporation party to the merger.
Conn. Gen. Stat. § 33-924 — Connecticut Code / Title 33 / Chapter 601 / Section 33-924
Sec. 33-924. 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 33-600 to 33-998 , inclusive, is subject to the same duties, restrictions, penalties and liabilities imposed on, a domestic corporation of like character.

(c) Sections 33-600 to 33-998 , inclusive, do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
Conn. Gen. Stat. § 33-662 — Connecticut Code / Title 33 / Chapter 601 / Section 33-662
Sec. 33-662. Resignation of registered agent.
Status: in_force

(b) After filing the statement, the Secretary of the State shall mail the copy to the corporation at its principal office.

(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. § 33-872 — Connecticut Code / Title 33 / Chapter 601 / Section 33-872
Sec. 33-872. Court costs and expenses.
Status: in_force

(b) The court in an appraisal proceeding may also assess the expenses of the respective parties, in amounts the court finds equitable: (1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of sections 33-860 to 33-868 , inclusive; or (2) against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by sections 33-855 to 33-872 , inclusive.

(c) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated, and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.

(d) To the extent the corporation fails to make a required payment pursuant to section 33-865 , 33-867 or 33-868 , the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.

Cited. 44 CS 12.
Conn. Gen. Stat. § 33-606 — Connecticut Code / Title 33 / Chapter 601 / Section 33-606
Sec. 33-606. Defective corporate actions. Definitions.
Status: in_force

(1) “Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation or the shareholders.

(2) “Date of the defective corporate action” means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken.

(3) “Defective corporate action” means (A) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but that is void or voidable due to a failure of authorization, and (B) an overissue.

(4) “Failure of authorization” means the failure to authorize, approve or otherwise effect a corporate action in compliance with the provisions of sections 33-600 to 33-998 , inclusive, the certificate of incorporation or bylaws of the corporation, a corporate resolution or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable.

(5) “Overissue” means the purported issuance of: (A) Shares of a class or series in excess of the number of shares of a class or series the corporation has the power to issue under section 33-665 at the time of such issuance; or (B) shares of any class or series that is not then authorized for issuance by the certificate of incorporation.

(6) “Putative shares” means the shares of any class or series, including shares issued upon exercise of rights, options, warrants or other securities convertible into shares of the corporation, or interests with respect to such shares, that were created or issued as a result of a defective corporate action, that (A) but for any failure of authorization would constitute valid shares, or (B) cannot be determined by the board of directors to be valid shares.

(7) “Valid shares” means the shares of any class or series that have been duly authorized and validly issued in accordance with sections 33-600 to 33-998 , inclusive, including as a result of ratification or validation under this section and sections 33-606a to 33-606g , inclusive.

(8) “Validation effective time” means, with respect to any defective corporate action ratified under this section and sections 33-606a to 33-606g , inclusive, the later of (A) the time at which the ratification of the defective corporate action is approved by the shareholders, or if approval of shareholders is not required, the time at which the notice required by section 33-606d becomes effective in accordance with section 33-603 ; and (B) the time at which any certificate of validation filed in accordance with section 33-606f becomes effective. The validation effective time shall not be affected by the filing or pendency of a judicial proceeding under section 33-606g or any other provision of law, unless otherwise ordered by the Superior Court.
Conn. Gen. Stat. § 33-1029 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1029
Sec. 33-1029. Organization of corporation.
Status: in_force

(b) Action required or permitted by sections 33-1000 to 33-1290 , inclusive, to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

(c) An organizational meeting may be held in or out of this state.

(d) If an organizational meeting is held in accordance with this section, before the filing of the certificate of incorporation, action taken thereat shall not be impaired by the fact that corporate existence had not begun.
Conn. Gen. Stat. § 33-1183 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1183
Sec. 33-1183. Reinstatement following administrative dissolution.
Status: in_force

(b) If the Secretary of the State determines that the application contains the information required by subsection (a) of this section and that the information is correct, he shall prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement and file the original of the certificate.

(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes carrying on its activities as if the administrative dissolution had never occurred.
Conn. Gen. Stat. § 33-1176 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1176
Sec. 33-1176. Liquidating distribution of assets.
Status: in_force

(b) No final liquidating distribution of assets shall be made by a dissolved corporation until the corporation has obtained a current statement or statements from the Commissioner of Revenue Services and the administrator of the unemployment compensation law, acting in their respective capacities, showing, to the best of their knowledge and belief, as of the date of such respective statements, either that such corporation has paid all its taxes and contributions or that it was not liable for any taxes or contributions, or that it has made adequate provisions, with such surety as shall be satisfactory to said commissioner and said administrator, for the future payment of any of its unpaid taxes and unpaid contributions as of the date of such respective statements. As used in this subsection, the word “tax” means the whole, or any installment or part, of any tax, excise, fee or license and any interest, penalty and other legal accumulation thereon, payable to the Commissioner of Revenue Services, for which the corporation is liable and the word “contribution” means any and all moneys payable under any provision of the unemployment compensation law, for which the particular corporation is liable.
Conn. Gen. Stat. § 33-1061 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1061
Sec. 33-1061. Annual meeting. Regular meeting.
Status: in_force

(b) Unless the board of directors determines that an annual meeting of members shall be held solely by means of 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 in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.

(c) A corporation that has members entitled to vote may hold regular meetings of such members in or out of this state at the places and times stated in or fixed in accordance with the bylaws.

(d) The failure to hold an annual or regular 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. § 33-753 — Connecticut Code / Title 33 / Chapter 601 / Section 33-753
Sec. 33-753. Committees.
Status: in_force

(b) Unless sections 33-600 to 33-998 , inclusive, provide otherwise, the creation of a committee and appointment of members to it shall be approved by the greater of (1) a majority of all the directors in office when the action is taken, or (2) the number of directors required by the certificate of incorporation or bylaws to take action under section 33-752 .

(c) (1) In the case of a corporation with at least one hundred shareholders which is not otherwise required to have an audit committee under federal law or regulation or the regulation of a national securities exchange registered under the Securities Exchange Act of 1934, as amended, the board of directors shall, in the manner provided in subsection (b) of this section, whether or not the bylaws provide for such a committee, designate two or more directors to constitute an audit committee, at least one of whom shall be independent, if the board of directors includes an independent director. A director shall be deemed to be “independent” unless (A) such director, or any spouse, parent or child of such director, or any other corporation, firm or organization in which such director or any such spouse, parent or child has a substantial interest, or any combination thereof, has or at any time during the last two fiscal years of the corporation has had one or more of the following relationships: (i) That of officer or employee of the corporation or of any other corporation, firm or organization which owns a ten per cent or more debt or equity interest in the corporation or in which the corporation owns a ten per cent or more debt or equity interest; (ii) that of ownership of ten per cent or more of the debt or equity of the corporation; or (iii) that of a business or professional relationship with the corporation, other than by reason of the directorship itself, where the amount involved in all transactions which result from such relationship during any fiscal year of the corporation exceeds forty thousand dollars, or where the amount derived from transactions directly between the corporation and such director or such spouse, parent or child exceeds five per cent of such director's annual income, or (B) such director serves as an independent director on the boards of directors of more than five corporations. (2) The audit committee shall perform such functions as the bylaws or a resolution of the board of directors of the corporation may provide, except that if any such corporation engages or proposes to engage an independent public accountant to review the preparation of and render reports on the financial statements of the corporation, notwithstanding any provisions of the bylaws or such resolution, the audit committee shall review, evaluate and advise the board of directors with respect to (A) the proposed engagement and any succeeding engagement of the accountant or any successor, and (B) the functions performed by the accountant pursuant to the terms of the accountant's engagement.

(d) The provisions of sections 33-748 to 33-752 , inclusive, apply both to committees of the board and their members.

(e) To the extent specified by the board of directors or in the certificate of incorporation or bylaws, each committee may exercise the powers of the board of directors under section 33-735 .

(f) A committee may not, however: (1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors; (2) approve or propose to shareholders action that sections 33-600 to 33-998 , inclusive, require be approved by shareholders; (3) fill vacancies on the board of directors or, subject to subsection (h) of this section, on any of its committees; or (4) adopt, amend or repeal bylaws.

(g) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 33-756 .

(h) The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. If authorized by the certificate of incorporation, the bylaws or the resolution creating the committee, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.
Conn. Gen. Stat. § 33-280 — Connecticut Code / Title 33 / Chapter 598 / Section 33-280
Sec. 33-280. Property rights of Roman Catholic Church.
Status: in_force

A parochial school is a charitable institution. 81 C. 278.
Conn. Gen. Stat. § 33-748 — Connecticut Code / Title 33 / Chapter 601 / Section 33-748
Sec. 33-748. Meetings.
Status: in_force

(b) Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Conn. Gen. Stat. § 33-1150 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1150
Sec. 33-1150. Amendment by board of directors or members.
Status: repealed

(b) If a corporation has members who have the right under the certificate of incorporation to vote on amendments to the corporation's bylaws, such members may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
Conn. Gen. Stat. § 33-1243 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1243
Sec. 33-1243. Reports.
Status: in_force

(b) The first annual report of a domestic corporation formed prior to January 1, 2020, shall be filed not later than two years after the date on which the corporation filed its certificate of incorporation. The first annual report of a corporation formed on or after January 1, 2020, shall be filed not later than ninety days after the date on which such corporation filed its certificate of incorporation. Subsequent annual reports of a domestic corporation and annual reports of each foreign corporation authorized to conduct affairs in this state shall be filed by electronic transmission on the anniversary date of the filing of the first annual report. Upon request of a corporation, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the corporation does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.

(c) Each annual report shall set forth: (1) The name of the corporation and, in the case of a foreign corporation, the state under the laws of which it is incorporated; (2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office of the foreign corporation in the state under the laws of which it is incorporated, (B) the address of the executive offices of the foreign corporation, and (C) the address of the principal office of the foreign corporation in this state, if any; (3) the valid electronic mail address of the corporation; (4) the name and address of the registered agent; (5) the names and respective business and residence addresses of the directors and officers of the corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation; and (6) the corporation's or foreign corporation's North American Industry Classification System Code. For the purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk.

(d) Each annual report shall be accompanied by the required filing fee. The report shall be executed as set forth in section 33-1004 . The Secretary of the State shall deliver to each domestic corporation at its principal office or electronic mail address, as shown by the Secretary's records, and to each foreign corporation authorized to conduct affairs in this state at its executive offices or electronic mail address, as last shown by the Secretary's records, notice that the annual report is due, but failure to receive such notice shall not relieve a corporation of the requirement of filing the report as provided in this section.

(e) If any information required in the annual report, except for the corporation's name, changes after the corporation has filed its most current annual report and not later than thirty days preceding the month during which the corporation's next annual report becomes due, the corporation shall file with the Secretary of the State an amended annual report, which shall meet the requirements set forth in subsection (c) of this section. The filing fee for an amended annual report is twenty-five dollars.
Conn. Gen. Stat. § 33-1363 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1363
Sec. 33-1363. Third-party standard. Preparation of annual benefit report.
Status: in_force

(b) A benefit corporation shall prepare an annual benefit report that includes each of the following:

(1) A narrative description of (A) the ways in which the benefit corporation pursued a general public benefit during the year and the extent to which a general public benefit was created; (B) both (i) the ways in which the benefit corporation pursued any specific public benefit identified in the benefit corporation's certificate of incorporation, and (ii) the extent to which such specific public benefit was created; (C) any circumstances that have hindered the creation by the benefit corporation of a general public benefit or any specific public benefit; and (D) the process and rationale for selecting or changing the third-party standard used to prepare the benefit report;

(2) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard (A) applied consistently with any application of that standard in prior benefit reports, or (B) accompanied by an explanation of the reasons for any inconsistent application or the change to that standard from the standard used in the most recent prior report;

(3) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to the benefit director or the benefit officer may be directed;

(4) The compensation paid by the benefit corporation during the year to each director in his or her capacity as a director;

(5) The opinion of the benefit director described in subsection (c) of section 33-1359 ; and

(6) A statement of any connection between the organization that established the third-party standard, its directors or officers or any holder of five per cent or more of the voting power or capital interests in the organization, and the benefit corporation, its directors or officers or any holder of five per cent or more of the outstanding shares of the benefit corporation, including any financial or governance relationship that might materially affect the credibility of the use of the third-party standard.

(c) If, during the year covered by a benefit report, a benefit director or benefit officer resigned from or refused to stand for reelection to the position of benefit director or benefit officer, or was removed from the position of benefit director or benefit officer, and the benefit director or benefit officer furnished the benefit corporation with a written statement or correspondence concerning the circumstances surrounding the resignation, refusal or removal, the benefit report shall include that statement or correspondence as an exhibit.

(d) Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required by subdivision (2) of subsection (b) of this section shall be required to be audited or certified by the third-party standards provider.
Conn. Gen. Stat. § 33-1002 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1002
Sec. 33-1002. Definitions.
Status: in_force

(1) “Address” means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box.

(2) “Board” or “board of directors” means the group of persons vested with management of the affairs of the corporation irrespective of the name by which such group is designated.

(3) “Business corporation” means a corporation with capital stock or shares, incorporated under the laws of this state, whether general law or special act and whether before or after January 1, 1997.

(4) “Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

(5) “Certificate of incorporation” means the original certificate of incorporation or restated certificate of incorporation, all amendments thereto, and all certificates of merger or consolidation. In the case of a specially chartered corporation, the “certificate of incorporation” means the special charter of the corporation, including any portions of the charters of its predecessor companies which have continuing effect, and any amendments to the charter made by special act or pursuant to general law. In the case of a corporation formed before January 1, 1961, or of a specially chartered corporation, the “certificate of incorporation” includes those portions of any other corporate instruments or resolutions of current application in which are set out provisions of a sort which either (A) are required by sections 33-1000 to 33-1290 , inclusive, to be embodied in the certificate of incorporation, or (B) are expressly permitted by said sections to be operative only if included in the certificate of incorporation. It also includes what were, prior to January 1, 1961, designated at law as agreements of association, articles of incorporation, charters and other such terms.

(6) “Class” means all members that under the certificate of incorporation or sections 33-1000 to 33-1290 , inclusive, are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the certificate of incorporation or said sections to vote generally on the matter are for that purpose a single class.

(7) “Conspicuous” means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

(8) “Corporation” or “domestic corporation” means a corporation without capital stock or shares, which is not a foreign corporation, incorporated under the laws of this state, whether general law or special act and whether before or after January 1, 1997, but shall not include towns, cities, boroughs or any municipal corporation or department thereof.

(9) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.

(10) “Distribution” means a direct or indirect transfer of money or other property, or incurrence of indebtedness by a corporation to or for the benefit of its members in respect of any of its membership interests, or to or for the benefit of its officers or directors, provided the payment of reasonable compensation for services rendered, the reimbursement of reasonable expenses, the granting of benefits to members in conformity with the corporation's nonprofit purposes and the making of distributions upon dissolution or final liquidation as provided by sections 33-1000 to 33-1290 , inclusive, shall not be deemed a distribution.

(11) “Document” includes anything delivered to the office of the Secretary of the State for filing under sections 33-1000 to 33-1290 , inclusive.

(12) “Effective date of notice” is defined in section 33-1003 .

(13) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

(14) “Entity” includes a corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; business trust, estate, partnership, limited liability company, trust and two or more persons having a joint or common economic interest; and state, United States, or foreign government.

(15) “Foreign corporation” means any nonprofit corporation with or without capital stock which is not organized under the laws of this state.

(16) “Governmental subdivision” includes authority, county, district and municipality.

(17) “Includes” denotes a partial definition.

(18) “Individual” includes the estate of an incompetent or deceased individual.

(19) “Means” denotes an exhaustive definition.

(20) “Member” means a person having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or bylaws.

(21) A corporation is “nonprofit” if no distribution may be made to its members, directors or officers.

(22) “Notice” is defined in section 33-1003 .

(23) “Person” includes individual and entity.

(24) “Principal office” of a domestic corporation means the address of the principal office of such corporation in this state, if any, as the same appears in the last annual report, if any, filed by such corporation with the Secretary of the State. If no principal office so appears, the corporation's “principal office” means the address in this state of the corporation's registered agent for service as last shown on the records of the Secretary of the State. In the case of a domestic corporation which has not filed such an annual report or appointment of registered agent for service, the “principal office” means the address of the principal place of affairs of such corporation in this state, if any, and if such corporation has no place of affairs in this state, its “principal office” shall be the office of the Secretary of the State.

(25) “Proceeding” includes civil suit and criminal, administrative and investigatory action.

(26) “Qualified director” is defined in section 33-1003a .

(27) “Record date” means the date established under sections 33-1055 to 33-1077 , inclusive, on which a corporation determines the identity of its members and their interests for purposes of sections 33-1000 to 33-1290 , inclusive. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

(28) “Secretary” means the corporate officer to whom under the bylaws or by the board of directors is delegated responsibility under subsection (c) of section 33-1109 for custody of the minutes of the meetings of the board of directors and of the members and for authenticating records of the corporation.

(29) “Secretary of the State” means the Secretary of the State of Connecticut.

(30) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature.

(31) “State”, when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

(32) “United States” includes any district, authority, bureau, commission, department and other agency of the United States.
Conn. Gen. Stat. § 33-868 — Connecticut Code / Title 33 / Chapter 601 / Section 33-868
Sec. 33-868. Procedure if shareholder dissatisfied with payment or offer.
Status: in_force

(b) A shareholder who fails to notify the corporation in writing of the shareholder's demand to be paid the shareholder's stated estimate of the fair value of the shares plus interest under subsection (a) of this section within thirty days after receiving the corporation's payment under section 33-865 or offer of payment under section 33-867 waives the right to demand payment under this section and shall be entitled only to the payment made under section 33-865 or the payment offered under section 33-867 .
Conn. Gen. Stat. § 33-1212 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1212
Sec. 33-1212. 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. § 33-1101 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1101
Sec. 33-1101. Committees.
Status: in_force

(b) Unless sections 33-1000 to 33-1290 , inclusive, provide otherwise, the creation of a committee and appointment of directors to it shall be approved by the greater of (1) a majority of all the directors in office when the action is taken, or (2) the number of directors required by the certificate of incorporation or bylaws to take action under section 33-1100 .

(c) The provisions of sections 33-1095 to 33-1100 , inclusive, apply both to committees of the board and their directors.

(d) To the extent specified by the board of directors or in the certificate of incorporation or bylaws, each committee may exercise the powers of the board of directors under section 33-1080 .

(e) A committee may not, however: (1) Approve or recommend to members action that sections 33-1000 to 33-1290 , inclusive, require to be approved by members; (2) fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees; (3) adopt, amend or repeal bylaws; (4) approve a plan of merger; (5) approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of a corporation, other than (A) in the usual and regular course of affairs of the corporation, or (B) a mortgage, pledge or other encumbrance described in subdivision (2) of section 33-1165 ; or (6) approve a proposal to dissolve.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 33-1104 .

(g) The board of directors may appoint one or more directors as alternate directors of any committee to replace any absent or disqualified director during the director's absence or disqualification. If authorized by the certificate of incorporation, the bylaws or the resolution creating the committee, in the event of the absence or disqualification of a director of a committee, the director or directors present at any meeting and not disqualified from voting, may, by unanimous vote, appoint another director to act in place of the absent or disqualified director.
Conn. Gen. Stat. § 33-1070 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1070
Sec. 33-1070. Members' list for meeting.
Status: in_force

(b) The members' list shall be available for inspection by any members entitled to vote at the meeting, 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 members of the corporation. A member entitled to vote at the meeting or his agent or attorney is entitled on written demand to inspect and, subject to the requirements of subsection (c) of section 33-1236 , to copy the 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 members' list available during the meeting, and any member entitled to vote at the meeting or 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 such 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 member entitled to vote at the meeting or his agent or attorney to inspect the members' list before or at the meeting, or copy the 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 member, 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 the members' list does not affect the validity of action taken at the meeting.
Conn. Gen. Stat. § 33-603a — Connecticut Code / Title 33 / Chapter 601 / Section 33-603a
Sec. 33-603a. Householding.
Status: in_force

(1) The corporation delivers one copy of the notice, report or statement to the common address;

(2) The corporation addresses the notice, report or statement to those shareholders either as a group, to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and

(3) Each of those shareholders consents to delivery of a single copy of such notice, report or statement to the shareholders' common address. Any such consent shall be revocable by any of such shareholders who delivers written notice of revocation to the corporation. If such written notice of revocation is delivered, the corporation shall begin providing individual notices, reports or other statements to the revoking shareholder no later than thirty days after delivery of the written notice of revocation.

(b) Any shareholder who fails to object by written notice to the corporation, within sixty days of written notice by the corporation of its intention to send single copies of notices, reports or statements to shareholders who share a common address as permitted by subsection (a) of this section, shall be deemed to have consented to receiving such single copy at the common address.
Conn. Gen. Stat. § 33-705 — Connecticut Code / Title 33 / Chapter 601 / Section 33-705
Sec. 33-705. Voting entitlement of shares.
Status: in_force

(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.

(c) Subsection (b) of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

(e) A corporation may, by provision in its certificate of incorporation, confer upon holders of any debt securities issued or to be issued by the corporation, whether or not secured by mortgage or otherwise, such voting rights in respect of the corporate affairs and management of the corporation as may be therein provided.
Conn. Gen. Stat. § 33-807 — Connecticut Code / Title 33 / Chapter 601 / Section 33-807
Sec. 33-807. Bylaw increasing quorum or voting requirement for shareholders.
Status: repealed

(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this section may not be adopted, amended or repealed by the board of directors.
Conn. Gen. Stat. § 33-700 — Connecticut Code / Title 33 / Chapter 601 / Section 33-700
Sec. 33-700. Waiver of notice.
Status: in_force

(b) A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder 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 shareholder objects to considering the matter when it is presented.
Conn. Gen. Stat. § 33-281c — Connecticut Code / Title 33 / Chapter 598a / Section 33-281c
Sec. 33-281c. Administration of charitable trusts.
Status: in_force

(b) The provisions of subsection (a) of this section shall not apply to any trust to the extent that a court of competent jurisdiction shall determine that (1) such application would be contrary to the terms of the instrument governing such trust and (2) such instrument may not properly be changed to conform to such section.

(c) The provisions of subsection (a) of this section shall not require or prohibit any act with respect to which Section 508(e) of said Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, does not apply by virtue of Section 101(l)(6) of the Tax Reform Act of 1969 (Public Law 91-172).

(d) In the case of any trust established prior to January 1, 1970, this section shall not apply to any taxable year beginning before January 1, 1972. In the case of any other trust, the provisions of subsection (a) of this section shall be applicable to such trust from the date its governing instrument became irrevocable.

Cited. 30 CS 203.
Conn. Gen. Stat. § 33-1178a — Connecticut Code / Title 33 / Chapter 602 / Section 33-1178a
Sec. 33-1178a. Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution.
Status: in_force

(b) Within ten days after the filing of an application under subsection (a) of this section, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.

(c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.

(d) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a member who received assets in liquidation.
Conn. Gen. Stat. § 33-1056 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1056
Sec. 33-1056. Rules for membership.
Status: in_force

(b) Unless otherwise provided in the certificate of incorporation or the bylaws, another entity, foreign or domestic, may become a member of a corporation.

(c) Membership may be limited to persons who are members in good standing of another corporation, organization or association, if so provided in the certificate of incorporation. If membership is so limited, the certificate of incorporation may provide that failure on the part of any such member to keep in such good standing in such other corporation, organization or association shall be sufficient cause for expulsion.

(d) Unless otherwise provided in the certificate of incorporation or bylaws, a member may not voluntarily or involuntarily transfer his membership or any rights arising therefrom.

(e) Unless otherwise provided in the certificate of incorporation or bylaws, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all rights and privileges of the member in the corporation and its property shall cease.

Private nonstock corporation of lakefront cottage and home owners violated statutory provision that bylaws be “equally enforced as to all members” by terminating plaintiff cottage owners' membership due to winter occupancy of their cottages in violation of a bylaw and by not enforcing that bylaw against all other nonconforming uses of property. 46 CS 265. Bylaw that calls for expulsion for “conduct inconsistent with a gentleman and a man of honor” is not undefined and vague and therefore not unreasonable; fact that expulsion is only penalty available under bylaw does not render it unreasonable on its face and plaintiff's argument that bylaw is not germane to purposes of the society fails where plaintiff incorrectly equates a principle actuating a nonprofit organization with a purpose of the organization and moreover where members could reasonably have believed that one of the society's “immutable principles” is germane to the bylaw. Id., 411.
Conn. Gen. Stat. § 33-712 — Connecticut Code / Title 33 / Chapter 601 / Section 33-712
Sec. 33-712. Voting for directors. Cumulative voting.
Status: in_force

(b) Shareholders do not have a right to cumulate their votes for directors unless the certificate of incorporation so provides.

(c) A statement included in the certificate of incorporation that “all or a designated voting group of shareholders are entitled to cumulate their votes for directors”, or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) a shareholder who has the right to cumulate votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of the shareholder's intent to cumulate votes during the meeting, and, if one shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
Conn. Gen. Stat. § 33-228 — Connecticut Code / Title 33 / Chapter 597 / Section 33-228
Sec. 33-228. Board of trustees.
Status: in_force

(b) The trustees of a cooperative named in any articles of incorporation shall hold office until the next annual meeting of the members and until their successors are elected and have qualified. At each annual meeting or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect trustees to hold office until the next annual meeting of the members, except as otherwise provided in this chapter. Each trustee shall hold office for the term for which he is elected and until his successor is elected and has qualified.

(c) Instead of electing all the trustees annually, the bylaws may provide that half of them, or a number as near thereto as possible, shall be elected to serve until the next annual meeting of the members and that the remaining trustees shall be elected to serve until the second succeeding annual meeting. Thereafter, as trustees' terms expire, the members shall elect their successors to serve until the second succeeding annual meeting after their election.

(d) A majority of the board of trustees shall constitute a quorum.

(e) If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a trustee.

(f) The board of trustees may exercise all of the powers of a cooperative not conferred upon the members by this chapter or its articles of incorporation or bylaws.
Conn. Gen. Stat. § 33-678 — Connecticut Code / Title 33 / Chapter 601 / Section 33-678
Sec. 33-678. Restriction on transfer of shares and other securities.
Status: in_force

(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection (b) of section 33-677 . Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

(c) A restriction on the transfer or registration of transfer of shares is authorized: (1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) to preserve exemptions under federal or state securities law; (3) for any other reasonable purpose.

(d) A restriction on the transfer or registration of transfer of shares may: (1) Obligate the shareholder first to offer the corporation or other persons separately, consecutively or simultaneously an opportunity to acquire the restricted shares; (2) obligate the corporation or other persons separately, consecutively or simultaneously to acquire the restricted shares; (3) require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; (4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(e) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.
Conn. Gen. Stat. § 33-1146 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1146
Sec. 33-1146. Amendment pursuant to reorganization.
Status: in_force

(b) The individual or individuals designated by the court shall deliver to the Secretary of the State for filing a certificate of amendment setting forth: (1) The name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the certificate of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal law.

(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Conn. Gen. Stat. § 33-726 — Connecticut Code / Title 33 / Chapter 601 / Section 33-726
Sec. 33-726. Payment of expenses.
Status: in_force

(1) Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;

(2) Order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or

(3) Order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
Conn. Gen. Stat. § 33-831 — Connecticut Code / Title 33 / Chapter 601 / Section 33-831
Sec. 33-831. Sale or other disposition of assets leaving no significant continuing business activity.
Status: in_force

(b) A disposition that requires approval of the shareholders under subsection (a) of this section shall be initiated by a resolution of the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless (1) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (2) section 33-754 applies. If subdivision (1) or (2) of this subsection applies, the board of directors must transmit to the shareholders the basis for so proceeding.

(c) The board of directors may condition its submission of a disposition to the shareholders under subsection (b) of this section on any basis.

(d) If a disposition is required to be approved by the shareholders under subsection (a) of this section, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation therefor.

(e) Unless the certificate of incorporation or the board of directors, acting pursuant to subsection (c) of this section, requires a greater vote or a vote by voting groups, and except as provided in subsection (i) of this section, the disposition to be authorized must be approved by a majority of all the votes entitled to be cast on the disposition.

(f) After a disposition has been approved by the shareholders under subsection (b) of this section, and at any time before the disposition has been consummated, the disposition may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition.

(g) A disposition of assets in the course of dissolution under sections 33-880 to 33-903 , inclusive, is not governed by this section.

(h) The assets of a direct or indirect consolidated subsidiary shall be deemed the assets of the parent corporation for the purposes of this section.

(i) Notwithstanding any provision of subsection (e) of this section to the contrary, a transaction of the type described in subsection (a) of this section of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, to be authorized by such corporation shall, unless the certificate of incorporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of (1) the voting power of each voting group of such corporation entitled to vote thereon, and (2) the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, whether or not otherwise entitled to vote thereon.
Conn. Gen. Stat. § 33-929 — Connecticut Code / Title 33 / Chapter 601 / Section 33-929
Sec. 33-929. Service of process on foreign corporation.
Status: in_force

(b) A foreign corporation may be served by any proper officer or other person lawfully empowered to make service by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent annual report if the foreign corporation: (1) Has no registered agent or its registered agent cannot with reasonable diligence be served; (2) has withdrawn from transacting business in this state under section 33-932 ; or (3) has had its certificate of authority revoked under section 33-936 .

(c) When the Secretary of the State and his successors in office have been appointed a foreign corporation's registered agent, a foreign corporation may be served by any proper officer or other person lawfully empowered to make service by leaving two true and attested copies thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office. The Secretary of the State shall file one copy of such process and keep a record of the date and hour of such receipt. He shall, within two business days after such service, forward by registered or certified mail the copy of such process to the corporation at the address of its principal office as last shown on his records.

(d) Service is effective under subsection (b) of this section at the earliest of: (1) The date the foreign corporation receives the mail; (2) the date shown on the return receipt, if signed on behalf of the foreign corporation; and (3) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed. In the case of service on the Secretary of the State, service so made shall be effective as of the date and hour received by the Secretary of the State as shown on his records.

(e) Every foreign corporation which transacts business in this state in violation of section 33-920 shall be subject to suit in this state upon any cause of action arising out of such business.

(f) Every foreign corporation shall be subject to suit in this state, by a resident of this state or by a person having a usual place of business in this state, whether or not such foreign corporation is transacting or has transacted business in this state and whether or not it is engaged exclusively in interstate or foreign commerce, on any cause of action arising as follows: (1) Out of any contract made in this state or to be performed in this state; (2) out of any business solicited in this state by mail or otherwise if the corporation has repeatedly so solicited business, whether the orders or offers relating thereto were accepted within or without the state; (3) out of the production, manufacture or distribution of goods by such corporation with the reasonable expectation that such goods are to be used or consumed in this state and are so used or consumed, regardless of how or where the goods were produced, manufactured, marketed or sold or whether or not through the medium of independent contractors or dealers; or (4) out of tortious conduct in this state, whether arising out of repeated activity or single acts, and whether arising out of misfeasance or nonfeasance.

(g) In any action brought under subsection (e) or (f) of this section, or in any foreclosure or other action involving real property located in this state in which a foreign corporation, although not transacting business in this state, owns or claims to own an interest, service of process on such corporation may be made as provided in subsection (b) of this section, except that the service shall be addressed to the corporation at its principal office or, if it has no such office or the address of such office is not known, to such corporation's last office as shown in the official registry of the state or country of its incorporation, which address shall be set forth in the writ or other process.

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

See Sec. 1-2a re construction of references to “United States mail”, “postmark” or “registered or certified mail”.

Subsec. (f):

Subdiv. (1): “To be performed” refers to the performance that the parties to the contract contemplated in the contract, without regard to whether such performance has actually been performed. 329 C. 249.

Allegation of negligent misrepresentation qualifies as tortious conduct under Subdiv. (4), but plaintiff failed to present facts sufficient to establish trial court's jurisdiction. 54 CA 506. Foreign corporation may be subject to suit in this state on a cause of action arising out of business solicited in this state or out of tortious conduct in this state; third party complaint against foreign corporation that contained only one conclusory allegation of jurisdictional fact properly dismissed for lack of personal jurisdiction because it failed to satisfy burden of establishing that court had personal jurisdiction over foreign corporation. 70 CA 309. When a foreign corporation is authorized to conduct business in this state and appoints a registered agent under Sec. 33-926, it has consented to the exercise of jurisdiction over it by the courts of the state, and nothing in Subsec. limits a court's exercise of personal jurisdiction. 113 CA 845. To empower plaintiff to sue a foreign corporation under the usual place of business prong, this state need not be plaintiff's primary or sole place of business but it must, at the very least, be customary or expected that plaintiff conducts business here; the general long arm jurisdiction provisions of Sec. 52-59b, rather than the corporation specific provisions of Subsec., apply to foreign limited liability companies. 149 CA 513. Because Rhode Island town is not a foreign corporation within the meaning of our general statutes, Subsec. does not confer personal jurisdiction over the town. 192 CA 759.

Corporate defendant's motion to dismiss for lack of personal jurisdiction denied where trial court concluded that defendant provided plaintiffs with employment packets that specified the terms and conditions of employment and defendant had a continuing obligation to ensure that plaintiffs were paid in full compliance with state's minimum wage law. 49 CS 441.
Conn. Gen. Stat. § 33-1013 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1013
Sec. 33-1013. Fees payable to Secretary of the State.
Status: in_force

(b) The Secretary of the State shall charge and collect the following miscellaneous charges and remit them to the Treasurer for the use of the state: (1) At the time of any service of process on the Secretary of the State as registered agent of a corporation, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action, the plaintiff in the process so served shall pay fifty dollars; (2) for preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a corporation: (A) For each copy of each such document thereof regardless of the number of pages, forty dollars; (B) for affixing the official seal thereto, fifteen dollars; (3) for preparing and furnishing his certificate of existence or authorization, which certificate may reflect any and all changes of corporate name and the date or dates of filing thereof, eighty dollars; (4) for preparing and furnishing his certificate of existence or authorization reflecting certificates affecting fundamental changes to a certificate of incorporation and the date or dates of filing thereof, one hundred twenty dollars; and (5) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will, in his judgment, cover the cost of the services provided.

(c) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under the provisions of this section.
Conn. Gen. Stat. § 33-182cc — Connecticut Code / Title 33 / Chapter 594b / Section 33-182cc
Sec. 33-182cc. Applicability of chapter. Applicability to medical group clinic corporations.
Status: in_force

(b) A medical group clinic corporation formed under chapter 594 of the general statutes, revision of 1958, revised to 1995, and in existence on September 30, 1995, and continuing to operate as such a corporation from September 30, 1995, until July 1, 2009, shall continue to be duly organized if such corporation elects not later than July 1, 2010, to bring itself within the provisions of this chapter in the manner described in subsection (a) of this section.
Conn. Gen. Stat. § 33-1241 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1241
Sec. 33-1241. Financial statements.
Status: in_force

(b) If annual financial statements are reported upon by a public accountant, his report must accompany them.
Conn. Gen. Stat. § 33-1222 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1222
Sec. 33-1222. Withdrawal of foreign corporation.
Status: in_force

(b) A foreign corporation authorized to conduct affairs 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 conducting affairs in this state and that it surrenders its authority to conduct affairs 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 conduct affairs 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 33-1219 , is service on the foreign corporation.
Conn. Gen. Stat. § 33-1112 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1112
Sec. 33-1112. 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. § 33-676 — Connecticut Code / Title 33 / Chapter 601 / Section 33-676
Sec. 33-676. Form and content of certificates.
Status: in_force

(b) At a minimum each share certificate shall state on its face: (1) The name of the issuing corporation and that it is organized under the law of this state; (2) the name of the person to whom issued; and (3) the number and class of shares and the designation of the series, if any, the certificate represents.

(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

(d) Each share certificate (1) shall be signed either manually or in facsimile by two officers designated in the bylaws or by the board of directors and (2) may bear the corporate seal or its facsimile.

(e) If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
Conn. Gen. Stat. § 33-743 — Connecticut Code / Title 33 / Chapter 601 / Section 33-743
Sec. 33-743. Removal of directors by judicial proceeding.
Status: in_force

(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of sections 33-720 to 33-727 , inclusive, except subdivision (1) of section 33-721 .

(c) The court, in addition to removing a director, may bar the director from reelection for a period prescribed by the court.

(d) Nothing in this section limits the equitable powers of the court to order other relief.
Conn. Gen. Stat. § 33-183 — Connecticut Code / Title 33 / Chapter 595 / Section 33-183
Sec. 33-183. Organization.
Status: in_force

See Sec. 33-205 re admission of members in cooperative marketing corporations.

See Sec. 33-206 re merger of cooperative association and cooperative marketing corporation.
Conn. Gen. Stat. § 33-1030 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1030
Sec. 33-1030. Bylaws.
Status: in_force

(b) The bylaws of a corporation may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the certificate of incorporation.
Conn. Gen. Stat. § 33-618 — Connecticut Code / Title 33 / Chapter 601 / Section 33-618
Sec. 33-618. Franchise tax.
Status: in_force

(b) The franchise tax shall be at the rate of one cent per share up to and including the first ten thousand authorized shares, one-half cent per share for each authorized share in excess of ten thousand shares up to and including one hundred thousand shares, one-quarter cent per share for each authorized share in excess of one hundred thousand shares up to and including one million shares and one-fifth cent per share for each authorized share in excess of one million shares.

(c) In no case shall any franchise tax payment upon the filing of a certificate of incorporation be less than one hundred fifty dollars.

(d) The taxes imposed by this section shall not apply to the authorization, issuance, transfer or exchange of stock or securities to make effective any plan of corporate reorganization or adjustment confirmed or approved as provided in subdivision (1), (2) or (3) of this subsection, provided the authorization, issuance, transfer or exchange of such stock or securities occurs within five years from the date of such confirmation or approval: (1) Confirmed under the Bankruptcy Act, 30 Stat. 544, USC Title 11, as amended, or the Bankruptcy Code, 92 Stat. 2549-2688, USC Title 11, as amended; (2) approved in an equity receivership proceeding in a court involving a railroad as defined in Section 101(33) of the Bankruptcy Code, as amended, 92 Stat. 2553, 11 USC 101(33); (3) approved in an equity receivership proceeding in a court involving a corporation, as defined in Section 101(8) of the Bankruptcy Code, as amended, 92 Stat. 2550, 11 USC 101(8).
Conn. Gen. Stat. § 33-418m — Connecticut Code / Title 33 / Chapter 599a / Section 33-418m
Sec. 33-418m. System of internal capital accounts. Redemption of shares. Interest. Collective reserve account.
Status: in_force

(b) The certificate of incorporation or bylaws of a worker cooperative may permit the periodic redemption of written notices of allocation and corporate shares, and shall provide for recall and redemption of the membership share upon termination of membership in the cooperative, except that no redemption shall be made if it would result in the liability of any director of the worker cooperative pursuant to subsection (a) of section 33-757 .

(c) The certificate of incorporation or bylaws may provide for the worker cooperative to pay or credit interest on the balance of each member's internal capital account.

(d) The certificate of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors.
Conn. Gen. Stat. § 33-914 — Connecticut Code / Title 33 / Chapter 601 / Section 33-914
Sec. 33-914. Franchise tax.
Status: in_force

(b) A specially chartered corporation in existence on January 1, 1961, shall, in respect of the number of shares which it is authorized by shareholders to issue but has not been issued at said date, continue to pay franchise tax under and in accordance with franchise tax provisions in effect and applicable to such corporations on said date.

(c) Together with its payment of franchise tax next following January 1, 1961, each specially chartered corporation in existence on said date shall file with the Secretary of the State a statement, executed as provided in section 33-608 , of the number of shares which it was authorized by shareholders to issue but had not issued by January 1, 1961. Whenever shareholders of such a corporation shall increase the number of shares authorized to be issued over the number set forth in such statement, the corporation shall file an amended statement, so executed, setting forth such increase and such corporation shall be subject to the provisions of section 33-618 as in the case of an increase of authorized shares by amendment of the certificate of incorporation. If the certificate of incorporation of such a corporation shall, by special act or by amendment by shareholders, be amended to provide for a designated number of authorized shares, which number is an increase over the number of authorized shares set forth in the latest statement filed pursuant to this subsection, such increase shall be subject to the provisions of section 33-618 and thereafter such corporation shall be subject to said section and to this subsection.
Conn. Gen. Stat. § 33-698 — Connecticut Code / Title 33 / Chapter 601 / Section 33-698
Sec. 33-698. Action without meeting.
Status: in_force

(b) The certificate of incorporation may provide that any action required or permitted by any provision of sections 33-600 to 33-998 , inclusive, to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(c) If not otherwise fixed under section 33-701 , and if prior board action is not required respecting the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under section 33-701 and if prior board action is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board taking such prior action is adopted. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by the holders of shares having sufficient votes to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient to take the corporate action are delivered to the corporation.

(d) A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the certificate of incorporation, the bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by the holders of shares having sufficient votes to take the action are delivered to the corporation.

(e) If any provision of sections 33-600 to 33-998 , inclusive, requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the action not more than ten days after (1) written consents sufficient to take the action have been delivered to the corporation, or (2) such later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section. The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of sections 33-600 to 33-998 , inclusive, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

(f) If action is taken by less than unanimous written consent of the voting shareholders, the corporation must give its nonconsenting voting shareholders written notice of the action not more than ten days after (1) written consents sufficient to take the action have been delivered to the corporation, or (2) such later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section. The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of sections 33-600 to 33-998 , inclusive, would have been required to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.

(g) The notice requirements in subsections (e) and (f) of this section shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent, provided this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give such notice within the required time period.
Conn. Gen. Stat. § 33-232 — Connecticut Code / Title 33 / Chapter 597 / Section 33-232
Sec. 33-232. Dissolution.
Status: in_force

(b) A cooperative which has commenced business may be dissolved in the following manner: The members at any meeting shall approve, by the affirmative vote of not less than two-thirds of those members voting thereon at such meeting, a proposal that the cooperative be dissolved. Upon such approval, a certificate of election to dissolve, hereinafter designated the “certificate”, executed and acknowledged on behalf of the cooperative by its president or vice president under its seal, attested by its secretary, and stating: (1) The name of the cooperative, (2) the address of its principal office and (3) that the members of the cooperative have voted that the cooperative be dissolved, shall, together with an affidavit made by its president or vice president executing the certificate, stating that the statements in the certificate are true, be submitted to the Secretary of the State for filing. Upon the filing of the certificate and affidavit with the Secretary of the State, the cooperative shall cease to carry on its business except to the extent necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed with the Secretary of the State. The board of trustees shall immediately cause notice of the dissolution proceedings to be mailed to each known creditor of and claimant against the cooperative and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located. The board of trustees shall wind up and settle the affairs of the cooperative, collect sums owing to it, liquidate its property and assets, pay and discharge its debts, obligations and liabilities and do all other things required to wind up its business, and, after paying or discharging or adequately providing for the payment or discharge of all of its debts, obligations and liabilities, shall distribute any remaining sums among its members and former members in proportion to the patronage of the respective members or former members during the seven years next preceding the date of the filing of the certificate with the Secretary of the State or, if the cooperative has not been in existence for such period, then during the period of its existence prior to such filing. The board of trustees shall thereupon authorize the execution of articles of dissolution, which shall be executed and acknowledged on behalf of the cooperative by its president or vice president and its seal shall be affixed thereto and attested by its secretary. The articles of dissolution shall recite that they are executed pursuant to this chapter and shall state: (1) The name of the cooperative; (2) the address of its principal office; (3) the date on which the certificate of election to dissolve was filed with the Secretary of the State; (4) that there are no actions or suits pending against the cooperative; (5) that all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor; and (6) that the preceding provisions of this subsection have been complied with. The president or vice president executing the articles of dissolution shall make and annex thereto an affidavit stating that the statements made therein are true.
Conn. Gen. Stat. § 33-1142 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1142
Sec. 33-1142. Amendment by board of directors and members.
Status: in_force

(b) (1) Except as provided in sections 33-1141 , 33-1145 and 33-1146 , after adopting the proposed amendment, the board of directors must submit the amendment to the members entitled to vote on the amendment, if any, for their approval. If any members are entitled to vote on the amendment to the certificate of incorporation, the board of directors must also transmit to such members a recommendation that such members approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to such members the basis for such determination.

(2) The board of directors may condition its submission of the amendment to the members on any basis.

(c) If members are entitled to vote on the amendment to the certificate of incorporation, the members must approve the amendment, either before or after the actions required in subsections (a) and (b) of this section, as provided in subsection (e) of this section.

(d) If the amendment is required to be approved by the members, and the approval is to be given at a meeting, the corporation must notify each member entitled to vote on the amendment, if any, of the meeting of members at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment.

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

(f) If the corporation has no members, or no members entitled to vote, the proposed amendment shall be adopted by vote of at least two-thirds of the directors present at a meeting of the board of directors at which a quorum is present.
Conn. Gen. Stat. § 33-947 — Connecticut Code / Title 33 / Chapter 601 / Section 33-947
Sec. 33-947. Scope of inspection right.
Status: in_force

(b) The right to copy records under section 33-946 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 shareholder.

(c) The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under subdivision (3) of subsection (c) of section 33-946 by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder'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 shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.

Cited. 45 CS 101.
Conn. Gen. Stat. § 33-757 — Connecticut Code / Title 33 / Chapter 601 / Section 33-757
Sec. 33-757. Liability for unlawful distribution.
Status: in_force

(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution: (1) From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and (2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 33-687 or subsection (a) of section 33-887b or the certificate of incorporation.

(c) A proceeding under this section to enforce (1) the liability of a director under subsection (a) of this section is barred unless it is commenced within two years after the date (A) on which the effect of the distribution was measured under subsection (e) or (g) of section 33-687 , (B) as of which a violation of subsection (a) of section 33-687 occurred as a consequence of disregarding a restriction in the certificate of incorporation, or (C) on which the distribution of assets to shareholders was made under subsection (a) of section 33-887b ; or (2) contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.

(d) For purposes of this section, a director shall be deemed to have voted for a distribution if such director was present at the meeting of the board of directors or committee thereof at the time such distribution was authorized and did not vote in dissent therefrom, or if such director consented thereto pursuant to section 33-749 .
Conn. Gen. Stat. § 33-275 — Connecticut Code / Title 33 / Chapter 598 / Section 33-275
Sec. 33-275. Union of churches; their trustees and property.
Status: in_force

Rights in property on merger of churches; courts to follow decisions of ecclesiastical tribunals. 73 C. 216.
Conn. Gen. Stat. § 33-1151 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1151
Sec. 33-1151. Bylaw increasing quorum or voting requirement for members.
Status: repealed

(b) A bylaw that fixes a greater quorum or voting requirement for members under subsection (a) of this section may not be adopted, amended or repealed by the board of directors.
Conn. Gen. Stat. § 33-721 — Connecticut Code / Title 33 / Chapter 601 / Section 33-721
Sec. 33-721. Standing.
Status: in_force

Defendant who is no longer a shareholder in the corporation cannot maintain a derivative action on its behalf. 104 CA 810.
Conn. Gen. Stat. § 33-1071 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1071
Sec. 33-1071. Member voting rights.
Status: in_force

(b) Members otherwise entitled to vote, but disqualified from voting for any reason, shall not be considered for the purpose of quorum or of computing the voting power of the corporation or of members of any class.

(c) A corporate member's vote may be cast by the president of the member corporation or by any other officer of such corporation in the absence of express notice of the designation of some other person by the board of directors or bylaws of the member corporation.
Conn. Gen. Stat. § 33-802 — Connecticut Code / Title 33 / Chapter 601 / Section 33-802
Sec. 33-802. Amendment pursuant to reorganization.
Status: in_force

(b) The individual or individuals designated by the court shall deliver to the Secretary of the State for filing a certificate of amendment setting forth: (1) The name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the certificate of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal statute.

(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Conn. Gen. Stat. § 33-219 — Connecticut Code / Title 33 / Chapter 597 / Section 33-219
Sec. 33-219. Purposes. Exceptions. Utilization of cogeneration technology and renewable energy resources.
Status: in_force

(b) Notwithstanding the provisions of subsection (a) of this section, cooperative, nonprofit, membership corporations may be organized under this chapter for the purpose of generating electric energy by means of cogeneration technology, renewable energy resources or both and supplying it to any member or supplying it to, purchasing it from or exchanging it with a public service company, electric supplier, as defined in section 16-1 , municipal aggregator, as defined in said section, municipal utility or municipal electric energy cooperative, in accordance with an agreement with the company, electric supplier, electric aggregator, municipal utility or cooperative. No membership corporation under this subsection may exercise those powers contained in subsection (i) or (j) of section 33-221 unless the prior approval of the Public Utilities Regulatory Authority is obtained, after opportunity for hearing in accordance with title 16 and chapter 54. Any cooperative organized on or after July 1, 1998, pursuant to this subsection shall collect from its members the competitive transition assessment levied pursuant to section 16-245g and the systems benefits charge levied pursuant to section 16-245 l in such manner and at such rate as the Public Utilities Regulatory Authority prescribes, provided the authority shall order the collection of said assessment and said charge in a manner and rate equal to that to which the members of the cooperative would have been subject had the cooperative not been organized.
Conn. Gen. Stat. § 33-1113 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1113
Sec. 33-1113. 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. § 33-668 — Connecticut Code / Title 33 / Chapter 601 / Section 33-668
Sec. 33-668. Fractional shares.
Status: in_force

(b) Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by subsection (b) of section 33-676 .

(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including: (1) That the scrip will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
Conn. Gen. Stat. § 33-418n — Connecticut Code / Title 33 / Chapter 599a / Section 33-418n
Sec. 33-418n. Internal capital account cooperatives.
Status: in_force

(b) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member's internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses, and retained net earnings not allocated to individual members.

(c) In an internal capital account cooperative, the balances in all the individual internal capital accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the worker cooperative.
Conn. Gen. Stat. § 33-953 — Connecticut Code / Title 33 / Chapter 601 / Section 33-953
Sec. 33-953. Reports.
Status: in_force

(b) The first annual report of a domestic corporation formed prior to January 1, 2020, shall be filed not later than two years after the date on which the corporation filed its certificate of incorporation. The first annual report of a corporation formed on or after January 1, 2020, shall be filed not later than ninety days after the date on which such corporation filed its certificate of incorporation. Subsequent annual reports of a domestic corporation and annual reports of each foreign corporation authorized to transact business in this state shall be filed by electronic transmission on the anniversary date of the filing of the first annual report. Upon request of a corporation, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the corporation does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.

(c) Each annual report shall set forth: (1) The name of the corporation; (2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office of the foreign corporation in the state under the laws of which it is incorporated, (B) the address of the executive offices of the foreign corporation, and (C) the address of the principal office of the foreign corporation in this state, if any; (3) the valid electronic mail address of the corporation; (4) the name and address of the registered agent; (5) the names and respective business and residence addresses of the directors and officers of the corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation; and (6) the corporation's or foreign corporation's North American Industry Classification System Code. For the purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk.

(d) Each annual report shall be accompanied by the required filing fee. The report shall be executed as set forth in section 33-608 . The Secretary of the State shall deliver to each domestic corporation at its principal office or electronic mail address, as shown by the Secretary's records, and to each foreign corporation authorized to transact business in this state at its executive offices or electronic mail address, as last shown by the Secretary's records, notice that the annual report is due, but failure to receive such notice shall not relieve a corporation of the requirement of filing the report as provided in this section.

(e) If any information required in the annual report, except for the corporation's name, changes after the corporation has filed its most current annual report and not later than thirty days preceding the month during which the corporation's next annual report becomes due, the corporation shall file with the Secretary of the State an amended annual report, which shall meet the requirements set forth in subsection (c) of this section. The filing fee for an amended annual report is twenty-five dollars.
Conn. Gen. Stat. § 33-771 — Connecticut Code / Title 33 / Chapter 601 / Section 33-771
Sec. 33-771. 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 33-774 , 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 599 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 33-770 to 33-779 , 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 33-775 .
Conn. Gen. Stat. § 33-606g — Connecticut Code / Title 33 / Chapter 601 / Section 33-606g
Sec. 33-606g. Judicial proceeding re validity of corporate action.
Status: in_force

(b) In connection with an action under this section, the Superior Court may make such findings or orders, and take into account any factors or considerations, regarding such matters, as it deems proper under the circumstances.

(c) Service of process of the application under subsection (a) of this section on the corporation may be made in any manner provided by any provision of the general statutes or by rule of the applicable court, and no other party need be joined in order for the Superior Court to adjudicate the matter. In an action filed by the corporation, the Superior Court may require notice of the action to be provided to other persons specified by the Superior Court and permit such other persons to intervene in the action.

(d) Notwithstanding any provision of the general statutes, any action asserting that the ratification of any 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 validation effective time.
Conn. Gen. Stat. § 33-948 — Connecticut Code / Title 33 / Chapter 601 / Section 33-948
Sec. 33-948. Court-ordered inspection.
Status: in_force

(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with subsections (c) and (d) of section 33-946 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 shareholder's expenses 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 shareholder 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 shareholder.

Cited. 45 CS 101.

Subsec. (b):

Law firm lacked probable cause to file complaint on behalf of shareholder to permit inspection of corporate records in matter where the offer to repurchase shares of stock held by shareholder had expired. 103 CA 20.
Conn. Gen. Stat. § 33-1181 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1181
Sec. 33-1181. Administrative dissolution.
Status: in_force

(b) Whenever any corporation is more than two years in default of filing its annual report as required by section 33-1243 , 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 to such corporation 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. § 33-1245 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1245
Sec. 33-1245. Interim notice of change of director or officer.
Status: in_force

(b) Any changes to the directors or officers of a domestic or foreign corporation that occur within the thirty-day period preceding the month during which the corporation's annual report becomes due shall be reflected on such corporation's next annual report filed pursuant to section 33-1243 .
Conn. Gen. Stat. § 33-927 — Connecticut Code / Title 33 / Chapter 601 / Section 33-927
Sec. 33-927. Change of registered office or registered agent of foreign corporation.
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 foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing and delivering to the Secretary of the State for filing a statement of change 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. § 33-1157 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1157
Sec. 33-1157. Certificate of merger.
Status: in_force

(b) The certificate of merger shall be delivered to the Secretary of the State for filing by the survivor of the merger and shall take effect on the effective date of the merger.
Conn. Gen. Stat. § 33-1083 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1083
Sec. 33-1083. Special provisions regarding directors.
Status: in_force

(b) (1) The certificate of incorporation or, subject to the provisions of subdivision (2) of this subsection, the bylaws, may provide that persons occupying certain positions within or without the corporation shall be ex-officio directors, but, unless otherwise provided in the certificate of incorporation or bylaws, such ex-officio directors shall not be counted in determining a quorum nor shall they be entitled to a vote. An ex-officio director shall continue to be a director as long as he or she continues to hold the office from which his or her ex-officio status derives, and shall cease to be an ex-officio director immediately and automatically upon ceasing to hold such office, without the need for any action by the corporation, its directors or its members. The provisions of sections 33-1085 , 33-1087 , 33-1088 and 33-1091 shall not apply to ex-officio directors.

(2) If the corporation has members entitled to vote on the adoption, amendment or repeal of its bylaws, any bylaw providing for ex-officio directors shall require the approval of such members, either before, on or after July 1, 2003, by the same vote of such members as would be necessary to amend such bylaws.

(c) In the cases of (1) corporations without members and (2) corporations without members entitled to vote for directors, the certificate of incorporation may provide for a self-perpetuating board of directors.
Conn. Gen. Stat. § 33-736 — Connecticut Code / Title 33 / Chapter 601 / Section 33-736
Sec. 33-736. Qualifications for directors or nominees for directors.
Status: in_force

(b) A requirement that is based on a past, current or prospective action, or expression of an opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this section; except that a qualification may include not being or having been subject to specified criminal, civil or regulatory sanctions or not having been removed as a director by judicial action or for cause.

(c) A director need not be a resident of this state or a shareholder of the corporation unless the certificate of incorporation or bylaws so prescribe.

(d) A qualification for nomination for director prescribed before a person's nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person's nomination shall not apply to such person with respect to such nomination.

(e) A qualification for director prescribed before the start of a director's term may apply only at the time an individual becomes a director or may apply during a director's term. A qualification prescribed during a director's term shall not apply to that director before the end of that term.
Conn. Gen. Stat. § 33-1052 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1052
Sec. 33-1052. Resignation of registered agent.
Status: in_force

(b) After filing the statement, the Secretary of the State shall mail the copy to the corporation at its principal office.

(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. § 33-1119 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1119
Sec. 33-1119. Advance for expenses.
Status: in_force

(1) A written affirmation of the director's good faith belief that the relevant standard of conduct described in section 33-1117 has been met by the director or that the proceeding involves conduct for which liability has been limited under a provision of the certificate of incorporation as authorized by subdivision (4) of subsection (b) of section 33-1026 ; and

(2) A written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under section 33-1118 and it is ultimately determined under section 33-1120 or 33-1121 that the director has not met the relevant standard of conduct described in section 33-1117 .

(b) The undertaking required by subdivision (2) of subsection (a) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

(c) Authorizations under this section shall be made:

(1) By the board of directors: (A) If there are two or more qualified 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; or (B) if there are fewer than two qualified directors, by the vote necessary for action by the board in accordance with subsection (c) of section 33-1100 , in which authorization directors who are not qualified directors may participate; or

(2) By the members, but a member who is also a director who at the time is not a qualified director may not vote on the authorization.
Conn. Gen. Stat. § 33-187 — Connecticut Code / Title 33 / Chapter 595 / Section 33-187
Sec. 33-187. Capital stock; franchise tax.
Status: in_force

See Sec. 33-618 re franchise tax on stock corporations.
Conn. Gen. Stat. § 33-657 — Connecticut Code / Title 33 / Chapter 601 / Section 33-657
Sec. 33-657. Registered name.
Status: in_force

(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 33-925 , by delivering to the Secretary of the State for filing an application: (1) Setting forth its corporate name, or its corporate name with any addition required by section 33-925 , the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.

(c) The name is registered for the applicant's exclusive use upon the effective date of the application until the close of the calendar year in which the application for registration is filed.

(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of the State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.
Conn. Gen. Stat. § 33-264j — Connecticut Code / Title 33 / Chapter 598 / Section 33-264j
Sec. 33-264j. Status of societies established prior to October 1, 1969.
Status: in_force

(b) Nothing in this part shall be construed as limiting or restricting the rights, powers, privileges, immunities or the practices of any church or religious society established or incorporated prior to October 1, 1969, under this chapter or under any other law or special charter of this state; nor as requiring any such church or religious society to alter or change any rule of discipline, custom or usage in respect to its policy or government; nor as interfering with the lawful acquisition, purchase, use, management, conveyance, sale or other disposition of any property, real or personal, owned or held on said date for public religious worship or otherwise by any such church or religious society; nor as interfering with the lawful receipt of any grants, donations or funds, in trust or otherwise, for any charitable, educational or ecclesiastical purposes, including but not limited to public religious worship or missionary purposes, by any such church or religious society; nor as interfering with the rights of any such church or religious society; to have succession by its corporate name for the time stated in its articles of association or of incorporation and, when no time is stated, perpetually; to sue and be sued and complain and defend in any court; to have and use a corporate seal and alter the same at pleasure; to elect in such manner as it may determine all necessary officers and to define their duties and obligations; and to make reasonable bylaws for its government, the regulation of ecclesiastical affairs and the management of property, including the holding, purchasing, selling or conveying of such property, real or personal, which it may have taken in payment of or as security for debts due to it.
Conn. Gen. Stat. § 33-1005 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1005
Sec. 33-1005. Forms. Mailing address.
Status: in_force

(b) The Secretary of the State may prescribe and furnish on request forms for other documents required or permitted to be filed by sections 33-1000 to 33-1290 , inclusive, but their use is not mandatory.

(c) If a corporation or a foreign corporation so requests in writing, the Secretary of the State shall mail to the address designated in such request, and to no other address of the corporation, all matter required or permitted by this chapter to be mailed to such corporation or foreign corporation by the Secretary of the State.
Conn. Gen. Stat. § 33-750 — Connecticut Code / Title 33 / Chapter 601 / Section 33-750
Sec. 33-750. Notice of meeting.
Status: in_force

(b) Unless the certificate of incorporation or a bylaw provides 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. The notice need not describe the purpose of the special meeting unless required by the certificate of incorporation or bylaws.
Conn. Gen. Stat. § 33-264a — Connecticut Code / Title 33 / Chapter 598 / Section 33-264a
Sec. 33-264a. Formation of religious corporation or society.
Status: in_force

Former statute cited. 151 C. 517.
Conn. Gen. Stat. § 33-1227 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1227
Sec. 33-1227. Appeal from revocation.
Status: in_force

(b) The court may summarily order the Secretary of the State to reinstate the certificate of authority or may take any other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings.
Conn. Gen. Stat. § 33-673b — Connecticut Code / Title 33 / Chapter 601 / Section 33-673b
Sec. 33-673b. Limitation on liability of an interest holder of a domestic entity. Application of veil piercing doctrine, when permitted.
Status: in_force

(b) In making a determination under subdivision (1) of subsection (a) of this section, a court shall consider factors that include, but are not limited to, whether: (1) The entity was adequately capitalized, (2) assets of the entity were distributed or otherwise transferred from the entity to the interest holder or any affiliate of such interest holder without any lawful business purpose, (3) there were overlapping interest holders, governors or other management personnel between the entity and the interest holder or any affiliate of such interest holder, (4) the interest holder or any affiliate of such interest holder shared office spaces, addresses and telephone numbers with the entity without payment of fair consideration, (5) transactions involving the entity and the interest holder or any affiliate of such interest holder were at arm's length and for fair consideration, (6) funds of the entity were commingled with funds of the interest holder or any affiliate of such interest holder, (7) the entity was treated as a separate legal entity for financial and other business purposes as evidenced by having its own contractual relationships, bank accounts, books of account and financial statements, (8) the entity was insolvent or rendered insolvent by the acts of the interest holder or any affiliate of such interest holder, and (9) the property of the entity was used by the interest holder or any affiliate of such interest holder without payment of fair consideration.

(c) The burden of proof shall be on the person seeking to hold the interest holder of a domestic entity responsible for the debts, obligations or other liabilities of such entity.

(d) The failure of a domestic entity to observe formalities relating to the exercise of its powers or the management of its activities and affairs is not grounds for imposing personal liability on an interest holder of such entity for a debt, obligation or other liability of such entity based upon a veil piercing doctrine, claim or remedy.

(e) When determining whether a statutory limitation on the liability of an interest holder of a domestic entity for a debt, obligation or other liability of such domestic entity, including without limitation, the limitation set forth in section 33-673 or 34-251a , may be disregarded based upon a veil piercing doctrine, claim or remedy, a court shall make such determination exclusively in accordance with the provisions of this section and section 33-673a .
Conn. Gen. Stat. § 33-182c — Connecticut Code / Title 33 / Chapter 594a / Section 33-182c
Sec. 33-182c. Organization.
Status: in_force

(b) Any group of persons, each member of which is licensed or otherwise legally authorized to render any of the professional services specified in subparagraph (B), (C), (D), (E), (F) or (G) of subdivision (2) of section 33-182a , may organize and become shareholders of a professional corporation for profit under the provisions of chapter 601, for the sole and specific purpose of rendering two or more of the professional services specified in said subparagraph (B), (C), (D), (E), (F) or (G), respectively.

(c) Persons licensed to render the same professional services in another jurisdiction shall not be shareholders, directors or officers of a professional corporation if such persons (1) unlawfully practice their profession in this state, or (2) direct or control any person licensed to practice such profession in this state concerning the delivery of professional services or the exercise of professional judgment.
Conn. Gen. Stat. § 33-1099 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1099
Sec. 33-1099. Waiver of notice.
Status: in_force

(b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Conn. Gen. Stat. § 33-613 — Connecticut Code / Title 33 / Chapter 601 / Section 33-613
Sec. 33-613. 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. § 33-1046 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1046
Sec. 33-1046. 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. § 33-1173 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1173
Sec. 33-1173. Revocation of dissolution.
Status: in_force

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless, in the case of a corporation with members entitled to vote on the dissolution, that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member action.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of the State for filing a certificate of revocation of dissolution that (1) sets forth: (A) The name of the corporation; (B) the effective date of the dissolution that was revoked; (C) the date that the revocation of dissolution was authorized; (D) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (E) if the corporation's board of directors revoked a dissolution authorized by members, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization; and (F) if member action was required to revoke the dissolution, the information required by subdivision (3) of subsection (a) of section 33-1172 ; and (2) if the name of the corporation whose dissolution is to be revoked is no longer available, is accompanied by an amendment of the certificate of incorporation which changes the name of the corporation to an available name.

(d) Revocation of dissolution is effective upon the effective date of the certificate of revocation of dissolution.

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
Conn. Gen. Stat. § 33-821a — Connecticut Code / Title 33 / Chapter 601 / Section 33-821a
Sec. 33-821a. Abandoned merger or share exchange.
Status: in_force

(b) If a merger or a share exchange is abandoned under subsection (a) of this section after a certificate of merger or share exchange has been filed with the Secretary of the State but before the merger or the share exchange has become effective, a statement that the merger or the share exchange has been abandoned in accordance with this section, signed on behalf of a party to the merger or the share exchange by an officer or other duly authorized representative of such party, shall be delivered to the Secretary of the State for filing prior to the effective date of the merger or the share exchange. Any such statement shall contain the name of each party to the merger or the share exchange, the date the merger or the share exchange was to become effective and the date the merger or the share exchange was abandoned. Upon filing, the statement shall take effect and the merger or the share exchange shall be deemed abandoned and shall not become effective.
Conn. Gen. Stat. § 33-715 — Connecticut Code / Title 33 / Chapter 601 / Section 33-715
Sec. 33-715. Voting trust.
Status: in_force

(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name.

(c) Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust, except that a voting trust that became effective on or before September 30, 2015, is valid for not more than ten years after its effective date unless such voting trust is: (1) Extended in accordance with the provisions of subsection (d) of this section; or (2) amended to provide otherwise by unanimous agreement of the parties to the voting trust.

(d) All or some of the parties to a voting trust in effect on or before September 30, 2015, may extend such voting trust for additional terms of not more than ten years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. Such extension is valid for ten years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing the extension agreement.
Conn. Gen. Stat. § 33-1058 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1058
Sec. 33-1058. Liability of members.
Status: in_force

(b) Any member who receives any distribution of income or assets from a corporation in violation of sections 33-1000 to 33-1290 , inclusive, or of the certificate of incorporation, whether by dividend, in liquidation or otherwise, and who accepted or received such distribution knowing it to be improper, shall be liable for the amount so received: (1) To any creditors existing at the time of such distribution who shall obtain a judgment against such corporation on which execution shall be returned unsatisfied; and (2) to the corporation.
Conn. Gen. Stat. § 33-1211 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1211
Sec. 33-1211. Consequences of conducting affairs without authority.
Status: in_force

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

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

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

(e) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
Conn. Gen. Stat. § 33-912 — Connecticut Code / Title 33 / Chapter 601 / Section 33-912
Sec. 33-912. Amendment of special charter.
Status: in_force

(b) The certificate of incorporation of a specially chartered corporation may be amended by its shareholders for the purposes and in the manner provided by sections 33-600 to 33-998 , inclusive, for corporations incorporated under said sections except that its certificate of incorporation as so amended shall not authorize it to engage in any business or to carry on its business in any area unless either (1) it could be so authorized under section 33-645 , or (2) it was so authorized by its certificate of incorporation prior to such amendment. A specially chartered corporation the name of which does not contain the words “corporation” or “company” or “incorporated” or “limited” or “Societa per Azioni” or an abbreviation of one of such words may amend its certificate of incorporation pursuant to this subsection without changing its name.

(c) A restated certificate of incorporation adopted by a specially chartered corporation need not, in order to preserve the provisions of special acts of the legislature setting forth its franchises, whether of a public or a private nature, the nature of its business, and its special rights, privileges and immunities, recite such provisions.
Conn. Gen. Stat. § 33-1095 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1095
Sec. 33-1095. Meetings.
Status: in_force

(b) Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Conn. Gen. Stat. § 33-1047 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1047
Sec. 33-1047. Registered name.
Status: in_force

(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 33-1215 , by delivering to the Secretary of the State for filing an application: (1) Setting forth its corporate name, or its corporate name with any addition required by section 33-1215 , the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.

(c) The name is registered for the applicant's exclusive use upon the effective date of the application until the close of the calendar year in which the application for registration is filed.

(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of the State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.
Conn. Gen. Stat. § 33-1217 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1217
Sec. 33-1217. Change of registered office or registered agent of foreign corporation.
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 foreign 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 of change 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. § 33-606c — Connecticut Code / Title 33 / Chapter 601 / Section 33-606c
Sec. 33-606c. Action on ratification.
Status: in_force

(b) If the ratification of the defective corporate action requires approval by the shareholders under subsection (c) of section 33-606b , and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative shares, regardless of whether entitled to vote, of the record date for notice of the meeting and of the date of the defective corporate action, except that notice shall not be required to be given to holders of valid or putative shares whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one of the purposes, of the meeting is to consider ratification of a defective corporate action and must be accompanied by (1) either a copy of the action taken by the board of directors in accordance with subsection (a) of section 33-606b or the information required by subdivisions (1) to (4), inclusive, of subsection (a) of section 33-606b , and (2) a statement that any claim that the ratification of such 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) Except as provided in subsection (d) of this section with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders required by subsection (c) of section 33-606b shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of such shareholder approval.

(d) The approval by shareholders to ratify the election of a director requires that the votes cast within the voting group favoring such ratification exceed the votes cast opposing such ratification of the election at a meeting at which a quorum is present.

(e) Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders under subsection (c) of section 33-606b , and without giving effect to any ratification of putative shares that becomes effective as a result of such vote, shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.

(f) If the approval under this section of putative shares would result in an overissue, in addition to the approval required by section 33-606b , approval of an amendment to the certificate of incorporation under sections 33-795 to 33-809 , inclusive, to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares so there would be no overissue shall also be required.
Conn. Gen. Stat. § 33-893 — Connecticut Code / Title 33 / Chapter 601 / Section 33-893
Sec. 33-893. Appeal from refusal of reinstatement.
Status: in_force

(b) The corporation may appeal the refusal of the Secretary of the State to file the application for reinstatement 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 within thirty days after return of the application. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of the State's certificate of administrative dissolution, the corporation's application for reinstatement and the Secretary of the State's explanation of the reason for his refusal to file the application for reinstatement.

(c) The court may summarily order the Secretary of the State to reinstate the dissolved corporation or may take other action the court considers appropriate.

(d) The court's final decision may be appealed as in other civil proceedings.
Conn. Gen. Stat. § 33-640 — Connecticut Code / Title 33 / Chapter 601 / Section 33-640
Sec. 33-640. Bylaws.
Status: in_force

(b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation.

(c) The bylaws may contain one or both of the following provisions:

(1) A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and

(2) A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures or conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.

(d) Notwithstanding subdivision (2) of subsection (b) of section 33-806 , the shareholders in amending, repealing or adopting a bylaw described in subsection (c) of this section may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw in order to provide for a reasonable, practicable and orderly process.
Conn. Gen. Stat. § 33-928 — Connecticut Code / Title 33 / Chapter 601 / Section 33-928
Sec. 33-928. 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. § 33-1035 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1035
Sec. 33-1035. Purposes.
Status: in_force

(b) Except as provided in subsection (f) of this section, no corporation formed under sections 33-1000 to 33-1290 , inclusive, shall, or shall have power to, transact in this state the business of an insurance company or a surety or indemnity company, railroad company, gas, electric distribution or water company, or of any company requiring the right to take and condemn lands or to occupy the public highways of this state.

(c) Nothing in sections 33-1000 to 33-1290 , inclusive, shall be construed to authorize a corporation formed under said sections to conduct any affairs except in compliance with any laws of this state regulating or otherwise applying to the same. The provisions of said sections 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.

(d) Nothing in this section shall prohibit the formation of a corporation under sections 33-1000 to 33-1290 , inclusive, for the conduct of any affairs or for the promotion of any purpose in any other state if not prohibited by the laws thereof.

(e) Except as otherwise provided in section 38a-153 , nothing in sections 33-1000 to 33-1290 , inclusive, other than the provisions of section 33-1036 , shall be construed to apply to any corporation incorporated under any provision of the special acts, other than a savings bank, which is or may be authorized to transact in this state the business of an insurance company.

(f) No corporation may be formed pursuant to this chapter 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 38a-41a , authorizing the formation of the corporation. No corporation formed under this chapter shall have the 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 .
Conn. Gen. Stat. § 33-797 — Connecticut Code / Title 33 / Chapter 601 / Section 33-797
Sec. 33-797. Amendment by board of directors and shareholders.
Status: in_force

(b) Except as provided in sections 33-796 , 33-801 , and 33-802 , after adopting the proposed amendment, the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless (1) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (2) section 33-754 applies. If subdivision (1) or (2) of this subsection applies, the board of directors must transmit to the shareholders the basis for so proceeding.

(c) The board of directors may condition its submission of the amendment to the shareholders on any basis.

(d) If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment.

(e) Unless sections 33-600 to 33-998 , inclusive, the certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by voting groups, and except as provided in subsection (f) of this section, the amendment to be adopted must be approved by: (1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create appraisal rights; and (2) the votes required by sections 33-709 and 33-710 by every other voting group entitled to vote on the amendment.

(f) Notwithstanding any provision of subsection (e) of this section to the contrary, an amendment to the certificate of incorporation of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, and which at the time of any shareholder vote on such a proposed amendment has less than one hundred shareholders of record, shall, unless the certificate of incorporation of such corporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon.
Conn. Gen. Stat. § 33-891 — Connecticut Code / Title 33 / Chapter 601 / Section 33-891
Sec. 33-891. Effect of administrative dissolution.
Status: in_force

(b) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Conn. Gen. Stat. § 33-1127 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1127
Sec. 33-1127. 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 membership or 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 33-1129 , or (B) if the transaction is not brought before the board of directors of the corporation, or its committee, for action under section 33-1129 , 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 director's spouse, or a parent or sibling thereof; (B) a child, grandchild, parent or sibling of the director, or the spouse of any thereof; (C) an individual (i) living in the same home as the director, or (ii) a trust or estate of which a person specified in subparagraph (A) or (B) of this subdivision or clause (i) of this subparagraph is a substantial beneficiary; (D) an entity, other than the corporation or an entity controlled by the corporation, controlled by the director or any person specified in subparagraphs (A) to (C), inclusive, of this subdivision; (E) a domestic or foreign (i) business or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which the director is a director, (ii) unincorporated entity of which the director is a general partner or a member of the governing body, or (iii) individual, trust or estate for whom or of which the director 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 director.

(6) “Fair to the corporation” means, for purposes of subdivision (3) of subsection (b) of section 33-1128 , 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. § 33-182aa — Connecticut Code / Title 33 / Chapter 594b / Section 33-182aa
Sec. 33-182aa. Definitions.
Status: in_force

(1) “Affiliate” means any person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with another person. A person is deemed controlled by another person if the other person, or one of that other person's affiliates, officers, agents or management employees, acts as a general partner or manager of the person in question;

(2) “Certificate of incorporation” means a certificate of incorporation, as defined in section 33-1002 , or any predecessor statute thereto;

(3) “Hospital” means a hospital licensed pursuant to chapter 368v;

(4) “Health system” means a business entity consisting of a parent corporation of one or more hospitals licensed pursuant to chapter 368v, and affiliated through governance, membership or some other means;

(5) “Medical school” means a school of allopathic medicine leading to the M.D. degree, accredited by the Liaison Committee on Medical Education, and affiliated through governance with or part of a university that is either incorporated in this state or established pursuant to any provision of the general statutes and accredited by the New England Association of Schools and Colleges Commission on Institutions of Higher Education;

(6) “Provider” means a physician licensed under chapter 370, a chiropractor licensed under chapter 372, an optometrist licensed under chapter 380 or a podiatrist licensed under chapter 375; and

(7) “Independent practice association” means an organization (A) (i) having owners or members that consist entirely of independent providers, or (ii) that is owned by a tax exempt state-wide professional medical membership association and controlled by independent providers, and (B) that provides services to and on behalf of its members or owners. Such services may include practice management and administrative services such as accounting, payroll, billing, human resource and information technology services. Only a person who is authorized to practice medicine pursuant to section 20-9 may be an owner or member of, or otherwise own or control, directly or indirectly, an independent practice association.
Conn. Gen. Stat. § 33-1111 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1111
Sec. 33-1111. Standards of conduct for officers.
Status: in_force

(b) In discharging his duties an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

(c) An officer is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.

(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.
Conn. Gen. Stat. § 33-215 — Connecticut Code / Title 33 / Chapter 596 / Section 33-215
Sec. 33-215. Receivership. Dissolution.
Status: in_force

See chapter 602, part XI re dissolution and winding up of nonstock corporations.
Conn. Gen. Stat. § 33-856 — Connecticut Code / Title 33 / Chapter 601 / Section 33-856
Sec. 33-856. Right to appraisal.
Status: reserved

(1) Consummation of a merger to which the corporation is a party (A) if shareholder approval is required for the merger by section 33-817 , or would be required but for the provisions of subdivision (10) of section 33-817 , except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger, or (B) if the corporation is a subsidiary and the merger is governed by section 33-818 ;

(2) Consummation of a share exchange to which the corporation is a party the shares of which will be acquired, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not acquired in the share exchange;

(3) Consummation of a disposition of assets pursuant to section 33-831 if the shareholder is entitled to vote on the disposition, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series if (A) under the terms of the corporate action approved by the shareholders there is to be distributed to shareholders in cash the corporation's net assets, in excess of a reasonable amount reserved to meet claims of the type described in sections 33-886 and 33-887 , (i) within one year after the shareholders' approval of the action, and (ii) in accordance with their respective interests determined at the time of such distribution, and (B) the disposition of assets is not an interested transaction;

(4) An amendment of the certificate of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;

(5) If the corporation is not a benefit corporation, as defined in section 33-1351 , (A) an amendment of the certificate of incorporation to state that the corporation is a benefit corporation; (B) consummation of a merger to which the corporation is a party in which the surviving corporation will be a benefit corporation or in which shares in the corporation will be converted into a right to receive shares of a benefit corporation; or (C) consummation of a share exchange to which the corporation is a party and the shares of the corporation will be exchanged for shares of a benefit corporation;

(6) Consummation of a division, as defined in section 38a-156r , to which the corporation is a party, provided any such appraisal is subject to the limitations of section 38a-156y ; or

(7) Any other merger, share exchange, disposition of assets or amendment to the certificate of incorporation; in each case to the extent provided by the certificate of incorporation, the bylaws or a resolution of the board of directors.

(b) Notwithstanding subsection (a) of this section, the availability of appraisal rights under subdivisions (1) to (5), inclusive, of subsection (a) of this section shall be limited in accordance with the following provisions:

(1) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is:

(A) A covered security under Section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended;

(B) Traded in an organized market and has at least two thousand shareholders and a market value of at least twenty million dollars, exclusive of the value of such shares held by the corporation's subsidiaries, senior executives and directors and by any beneficial shareholders and any voting trust beneficial owner owning more than ten per cent of such shares; or

(C) Issued by an open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and which may be redeemed at the option of the holder at net asset value.

(2) The applicability of subdivision (1) of this subsection shall be determined as of: (A) The record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to act upon the corporate action requiring appraisal rights or, in the case of an offer made pursuant to subdivision (10) of section 33-817 , the date of such offer; or (B) if there is no meeting of shareholders and no offer made pursuant to subdivision (10) of section 33-817 , the day before the consummation of the corporate action or effective date of the amendment of the certificate of incorporation, as applicable.

(3) Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares (A) who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision (1) of this subsection at the time the corporate action becomes effective, or (B) in the case of the consummation of a disposition of assets pursuant to section 33-831 , unless the cash, shares or proprietary interests received in the disposition are, under the terms of the corporate action approved by the shareholders, to be distributed to the shareholders, as part of a distribution to shareholders of the net assets of the corporation in excess of a reasonable amount to meet claims of the type described in sections 33-886 and 33-887 , (i) not later than one year after the shareholders' approval of the action, and (ii) in accordance with their respective interests determined at the time of the distribution.

(4) Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares where the corporate action is an interested transaction.

(c) Notwithstanding any other provision of this section, the certificate of incorporation as originally filed or any amendment to the certificate of incorporation may limit or eliminate appraisal rights for any class or series of preferred shares, except that (1) no such limitation or elimination shall be effective if the class or series does not have the right to vote separately as a voting group, alone or as part of a group, on the action, and (2) any such limitation or elimination contained in an amendment to the certificate of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately before the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within one year of the effective date of such amendment if such action would otherwise afford appraisal rights.

(d) Where the right to be paid the value of shares is made available to a shareholder by this section, such remedy shall be the exclusive remedy as holder of such shares against the corporate actions described in this section, whether or not the shareholder proceeds as provided in sections 33-855 to 33-872 , inclusive.
Conn. Gen. Stat. § 33-949 — Connecticut Code / Title 33 / Chapter 601 / Section 33-949
Sec. 33-949. Inspection of records by directors.
Status: in_force

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

(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.
Conn. Gen. Stat. § 33-603 — Connecticut Code / Title 33 / Chapter 601 / Section 33-603
Sec. 33-603. Notices and other communications.
Status: in_force

(b) A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be in accordance with this section. If these methods of delivery are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published or by radio, television or other form of public broadcast communication.

(c) Notice or other communication to a domestic or foreign corporation authorized to transact business in this state may be delivered to its registered agent at its registered office or to the secretary of the corporation at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(d) Notice or other communications may be delivered by electronic transmission if (1) consented to by the recipient or authorized by subsection (k) of this section, and (2) the electronic transmission contains or is accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact.

(e) Any consent under subsection (d) of this section may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if (1) the corporation is unable to deliver two consecutive electronic transmissions given by the corporation in accordance with such consent, and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communications; provided, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(f) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when: (1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and (2) it is in a form capable of being processed by that system.

(g) Receipt of an electronic acknowledgment from an information processing system described in subdivision (1) of subsection (f) of this section establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

(h) An electronic transmission is received under this section even if no individual is aware of its receipt.

(i) Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:

(1) If in physical form, the earliest of: (A) When it is actually received; or (B) when it is left at: (i) A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under subsection (c) of section 33-945 ; (ii) a director's residence or usual place of business; or (iii) the corporation's principal place of business;

(2) If mailed postage prepaid and correctly addressed to a shareholder, upon deposit in the United States mail;

(3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of: (A) When it is actually received; (B) if sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (C) five days after it is deposited in the United States mail;

(4) If an electronic transmission, when it is received as provided in subsection (f) of this section; or

(5) If oral, when communicated.

(j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if (1) the electronic transmission is otherwise retrievable in perceivable form, and (2) the sender and the recipient have consented in writing to the use of such form of electronic transmission.

(k) If sections 33-600 to 33-998 , inclusive, prescribe requirements for notices or other communications in particular circumstances, those requirements govern. If a certificate of incorporation or bylaw prescribes requirements for notices or other communications, not inconsistent with this section or other provisions of said sections, those requirements govern. The certificate of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.

(l) In computing the period of time of any notice required or permitted to be given by sections 33-600 to 33-998 , inclusive, or under the provisions of the certificate of incorporation or bylaws of a corporation or of a resolution of shareholders or directors, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included, in the absence of a contrary provision.

See Sec. 1-2a re construction of references to “United States mail”, “postmark” or “registered or certified mail”.
Conn. Gen. Stat. § 33-751 — Connecticut Code / Title 33 / Chapter 601 / Section 33-751
Sec. 33-751. Waiver of notice.
Status: in_force

(b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Conn. Gen. Stat. § 33-1128 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1128
Sec. 33-1128. 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 member or director 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 33-1129 at any time; (2) members' action respecting the transaction was taken in compliance with section 33-1130 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.