Conn. Gen. Stat. § 33-899 — Connecticut Code / Title 33 / Chapter 601 / Section 33-899
Sec. 33-899. Decree of dissolution.
Status: in_force

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with section 33-884 and the notification of claimants in accordance with sections 33-886 and 33-887 .

Where there is a continuing failure to hold annual meetings, and there appears to be no chance of breaking the deadlock between the parties, it is proper to dissolve the corporation. 55 CA 272.
Conn. Gen. Stat. § 33-1175 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1175
Sec. 33-1175. Adoption of plan for distribution of assets.
Status: in_force

(1) Where there are members of any class entitled to vote on dissolution, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote of each class of such members. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each such member in accordance with section 33-1065 . Such plan of distribution shall be adopted upon receiving the approval of at least two-thirds of the votes cast by each class of such members voting as a class.

(2) Where there are no members entitled to vote on dissolution, a plan of distribution shall be adopted by resolution of the board of directors, or, if directors have not yet been appointed, by resolution approved by two-thirds of the incorporators.
Conn. Gen. Stat. § 33-857 — Connecticut Code / Title 33 / Chapter 601 / Section 33-857
Sec. 33-857. Assertion of rights by nominees and beneficial owners.
Status: in_force

(b) A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder: (1) Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in subparagraph (B) of subdivision (2) of subsection (b) of section 33-862 ; and (2) does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.

Cited. 44 CS 12.
Conn. Gen. Stat. § 33-840 — Connecticut Code / Title 33 / Chapter 601 / Section 33-840
Sec. 33-840. Business combinations. Definitions.
Status: in_force

(1) “Affiliate”, including the term “affiliated person”, means a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

(2) “Associate”, when used to indicate a relationship with any person, means: (A) Any domestic or foreign corporation or organization, other than a corporation or a subsidiary of the corporation, of which such person is an officer, director, or partner or is, directly or indirectly, the beneficial owner of ten per cent or more of any class of equity securities; (B) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (C) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the corporation or any of its affiliates.

(3) “Beneficial owner”, when used with respect to any voting stock, means a person: (A) That, individually or with any of its affiliates or associates, beneficially owns voting stock directly or indirectly; or (B) that, individually or with any of its affiliates or associates, has: (i) The right to acquire voting stock, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or (ii) the right to vote or direct the voting stock pursuant to any agreement, arrangement or understanding; or (iii) the right to dispose of or to direct the disposition of voting stock pursuant to any agreement, arrangement or understanding; or (C) that, individually or with any of its affiliates or associates, has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of voting stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares of voting stock.

(4) “Business combination”, when used with respect to any corporation, means: (A) Any merger, consolidation or share exchange of the corporation or any subsidiary with (i) any interested shareholder or (ii) any other domestic or foreign corporation, whether or not itself an interested shareholder, which is, or after the merger, consolidation or share exchange would be, an affiliate or associate of an interested shareholder that was an interested shareholder prior to the transaction; (B) any sale, lease, exchange, mortgage pledge, transfer or other disposition, other than in the usual and regular course of business, in one transaction or a series of transactions in any twelve-month period, to any interested shareholder or any affiliate or associate of any interested shareholder, other than the corporation or any of its subsidiaries, of any assets of the corporation or any subsidiary having, measured at the time the transaction or transactions are approved by the board of directors of the corporation, an aggregate book value as of the end of the corporation's most recent fiscal quarter of ten per cent or more of the total market value of the outstanding shares of the corporation or of its net worth as of the end of its most recent fiscal quarter; (C) the issuance or transfer by the corporation, or any subsidiary, in one transaction or a series of transactions, of any equity securities of the corporation or any subsidiary which have an aggregate market value of five per cent or more of the total market value of the outstanding shares of the corporation to any interested shareholder or any affiliate or associate of any interested shareholder, other than the corporation or any of its subsidiaries, except pursuant to the exercise of warrants, rights or options to subscribe to or purchase securities offered, issued or granted pro rata to all holders of the voting stock of the corporation or any other method affording substantially proportionate treatment to the holders of voting stock; (D) the adoption of any resolution for the liquidation or dissolution of the corporation or any subsidiary proposed by or on behalf of an interested shareholder or any affiliate or associate of any interested shareholder, other than the corporation or any of its subsidiaries; or (E) any reclassification of securities, including any reverse stock split, or recapitalization of the corporation, or any merger, consolidation or share exchange of the corporation with any of its subsidiaries which has the effect, directly or indirectly, in one transaction or a series of transactions, of increasing by five per cent or more of the total number of outstanding shares, the proportionate amount of the outstanding shares of any class of equity securities of the corporation or any subsidiary which is directly or indirectly owned by any interested shareholder or any affiliate or associate of any interested shareholder, other than the corporation or any of its subsidiaries.

(5) “Common stock” means any shares other than preferred shares.

(6) “Control”, including the terms “controlling”, “controlled by” and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of the board of directors, the management or the policies of a person, whether through the ownership of voting securities, by contract, or otherwise, and the beneficial ownership of ten per cent or more of the voting power of the voting stock of a corporation creates a presumption of control.

(7) “Corporation” or “domestic corporation” means any corporation with capital stock formed under the laws of this state before or after January 1, 1961, including a real estate investment trust.

(8) “Equity security” means: (A) Any share or similar security, certificate of interest, or participation in any profit-sharing agreement, voting trust certificate or certificate of deposit for a share of the corporation; (B) any security convertible, with or without consideration, into any share of the corporation, or any warrant, right or option to subscribe to or purchase any share of the corporation; or (C) any put, call, straddle or other option or privilege of buying any share of the corporation from or selling any share of the corporation to another without being bound to do so.

(9) “Interested shareholder” means any person, other than the corporation or any of its subsidiaries, that is the beneficial owner, directly or indirectly, of ten per cent or more of the voting power of the outstanding shares of voting stock of the corporation, or is an affiliate of the corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of ten per cent or more of the voting power of the then outstanding shares of voting stock of the corporation. For the purpose of determining whether a person is an interested shareholder, the number of shares of voting stock deemed to be outstanding shall include shares deemed owned by the person through application of subdivision (3) of this section but shall not include any other shares of voting stock which may be issuable to persons other than the person in question pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, exchange rights, warrants or options, or otherwise.

(10) “Market value” as of any date means: (A) In the case of shares of stock of a corporation, the highest closing sale price during the thirty-day period immediately preceding the date in question of a share of such stock on the composite tape for New-York-Stock-Exchange-listed stocks, or, if such stock is not quoted on the composite tape, on the New York Stock Exchange, or if such stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the thirty-day period immediately preceding the date in question on the National Association of Securities Dealers, Inc. automated quotations system or any system then in use, or, if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the board of directors of the corporation in good faith; and (B) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the board of directors of the corporation in good faith.

(11) “Person” means a natural person, company, partnership, foreign or domestic corporation, limited liability company, trust, unincorporated organization, government or any other entity or political subdivision, agency or instrumentality of a government. The term also includes two or more of the foregoing acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of securities of an issuer.

(12) “Share exchange” means an exchange offer or any other exchange of securities of a person for the voting stock of a corporation.

(13) “Subsidiary” means any corporation of which voting stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by the corporation.

(14) “Voting stock” means shares of capital stock of a corporation entitled to vote generally in the election of directors.
Conn. Gen. Stat. § 33-1090 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1090
Sec. 33-1090. Removal of directors by judicial proceeding.
Status: in_force

(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.

(c) If members commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant.
Conn. Gen. Stat. § 33-663 — Connecticut Code / Title 33 / Chapter 601 / Section 33-663
Sec. 33-663. Service of process on corporation.
Status: in_force

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

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

See Sec. 1-2a re construction of references to “United States mail”, “postmark” or “registered or certified mail”.
Conn. Gen. Stat. § 33-855 — Connecticut Code / Title 33 / Chapter 601 / Section 33-855
Sec. 33-855. Definitions.
Status: in_force

(1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with another person or is a senior executive thereof. For purposes of subdivision (4) of subsection (b) of section 33-856 , a person is deemed to be an affiliate of its senior executives.

(2) “Corporation” means the issuer of the shares held by a shareholder demanding appraisal and, for purposes of sections 33-862 to 33-872 , inclusive, includes the surviving entity in a merger.

(3) “Fair value” means the value of the corporation's shares determined: (A) Immediately before the effectuation of the corporate action to which the shareholder objects, (B) using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, and (C) without discounting for lack of marketability or minority status except, if appropriate, for amendments to the certificate of incorporation pursuant to subdivision (5) of subsection (a) of section 33-856 .

(4) “Interest” means interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action.

(5) “Interested transaction” means a corporate action specified in subsection (a) of section 33-856 , other than a merger pursuant to section 33-818 , involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. As used in this definition: (A) “Interested person” means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action: (i) Was the beneficial owner of twenty per cent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares having voting power if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; (ii) had the power, contractually or otherwise, to cause the appointment or election of twenty-five per cent or more of the directors to the board of directors of the corporation; or (iii) was a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than: (I) Employment, consulting, retirement or similar benefits established separately and not as part of or in contemplation of the corporate action; or (II) employment, consulting, retirement or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in section 33-783 ; or (III) in the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate; and (B) “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group.

(6) “Preferred shares” means a class or series of shares whose holders have preference over any other class or series with respect to distributions.

(7) “Record shareholder” means the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.

(8) “Senior executive” means the chief executive officer, chief operating officer, chief financial officer and any individual in charge of a principal business unit or function.

(9) “Shareholder” means both a record shareholder and a beneficial shareholder.

Cited. 44 CS 12.
Conn. Gen. Stat. § 33-1007 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1007
Sec. 33-1007. Correcting filed document.
Status: in_force

(b) A document is corrected: (1) By preparing a certificate of correction that (A) describes the document, including its filing date, or attaches a copy of it to the certificate, (B) specifies the inaccuracy or defect to be corrected, and (C) corrects the inaccuracy or defect; and (2) by delivering the certificate of correction to the Secretary of the State for filing.

(c) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a certificate of correction is effective when filed.
Conn. Gen. Stat. § 33-1184 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1184
Sec. 33-1184. 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. § 33-665 — Connecticut Code / Title 33 / Chapter 601 / Section 33-665
Sec. 33-665. Authorized shares.
Status: in_force

(b) The certificate of incorporation shall authorize (1) one or more classes or series of shares that together have unlimited voting rights, and (2) one or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.

(c) The certificate of incorporation may authorize one or more classes or series of shares that: (1) Have special, conditional or limited voting rights, or no right to vote, except as otherwise provided by sections 33-600 to 33-998 , inclusive; (2) are redeemable or convertible as specified in the certificate of incorporation (A) at the option of the corporation, the shareholder or another person or upon the occurrence of a specified event, (B) for cash, indebtedness, securities or other property, and (C) at prices and in amounts specified or determined in accordance with a formula; (3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or (4) have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.

(d) Terms of shares may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with subsection (l) of section 33-608 .

(e) Any of the terms of shares may vary among holders of the same class or series as long as such variations are expressly set forth in the certificate of incorporation.

(f) The description of the preferences, rights and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.
Conn. Gen. Stat. § 33-1219 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1219
Sec. 33-1219. 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 conducting affairs in this state under section 33-1222 ; or (3) has had its certificate of authority revoked under section 33-1226 .

(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 conducts affairs in this state in violation of section 33-1210 shall be subject to suit in this state upon any cause of action arising out of such affairs.

(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 conducting or has conducted affairs 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 solicitation in this state by mail or otherwise if the corporation has repeatedly so solicited, 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 conducting affairs 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”.
Conn. Gen. Stat. § 33-739 — Connecticut Code / Title 33 / Chapter 601 / Section 33-739
Sec. 33-739. Terms of directors generally.
Status: in_force

(b) The terms of all other directors expire at the next or, if their terms are staggered in accordance with section 33-740 , at the applicable second, third, fourth or fifth, annual shareholders' meeting following their election except to the extent (1) provided in section 33-809 if a bylaw electing to be governed by that section is in effect, or (2) a shorter term is specified in the certificate of incorporation in the event of a director nominee failing to receive a specified vote for election.

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

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

(e) Except to the extent otherwise provided in the certificate of incorporation or under section 33-809 if a bylaw electing to be governed by that section is in effect, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors.
Conn. Gen. Stat. § 33-1003 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1003
Sec. 33-1003. Notice.
Status: in_force

(b) Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice 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) Written notice by a domestic or foreign corporation to its member, if in a comprehensible form, is effective (1) upon deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed to the member's address shown in the corporation's current record of members, or (2) when electronically transmitted to the member in a manner authorized by the member.

(d) Written notice to a domestic or foreign corporation authorized to conduct affairs in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary 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.

(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed; or (3) on the date shown on the return receipt, if sent by registered or certified mail or a commercial delivery service, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(f) Oral notice is effective when communicated if communicated in a comprehensible manner.

(g) If sections 33-1000 to 33-1290 , inclusive, prescribe notice requirements for particular circumstances, those requirements govern. If a certificate of incorporation or bylaw prescribes notice requirements, not inconsistent with this section or other provisions of said sections, those requirements govern.

(h) In computing the period of time of any notice required or permitted to be given by sections 33-1000 to 33-1290 , inclusive, or under the provisions of the certificate of incorporation or bylaws of a corporation or of a resolution of members 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. § 33-815 — Connecticut Code / Title 33 / Chapter 601 / Section 33-815
Sec. 33-815. Merger.
Status: in_force

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

(c) The plan of merger shall 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) the manner and basis of converting the shares of each merging corporation into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; (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 law of the state or country under which any party to the merger is organized or by which it is governed, or by the certificate of incorporation or organizational documents of any such party.

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

(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 shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan shall provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be received by the shareholders of or owners of interests in any party to the merger upon conversion of their shares or interests 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 33-796 or by comparable provisions of the law of the state or country under which the foreign corporation is organized or by which it is governed; or (3) change any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.
Conn. Gen. Stat. § 33-741 — Connecticut Code / Title 33 / Chapter 601 / Section 33-741
Sec. 33-741. Resignation of directors.
Status: in_force

(b) A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
Conn. Gen. Stat. § 33-1104 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1104
Sec. 33-1104. General standards for directors.
Status: in_force

(b) In discharging his duties a director 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 director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.

(c) A director 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) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.
Conn. Gen. Stat. § 33-1288 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1288
Sec. 33-1288. Savings provisions.
Status: repealed

(b) If a penalty or punishment imposed for violation of a statute repealed by public act 96-256* is reduced by sections 33-1000 to 33-1290 , inclusive, the penalty or punishment if not already imposed shall be imposed in accordance with said sections.

*Note: Public act 96-256 is entitled “An Act Adopting the Connecticut Revised Nonstock Corporation Act”. (See Reference Table captioned “Public Acts of 1996” in Volume 16 which lists the sections amended, created or repealed by the act.)
Conn. Gen. Stat. § 33-886 — Connecticut Code / Title 33 / Chapter 601 / Section 33-886
Sec. 33-886. Known claims against dissolved corporation.
Status: in_force

(b) The written notice shall: (1) Describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline.

(c) A claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.

(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of the dissolution.
Conn. Gen. Stat. § 33-278b — Connecticut Code / Title 33 / Chapter 598 / Section 33-278b
Sec. 33-278b. Powers. Merger. Dissolution. Formation.
Status: in_force

(b) All churches being members of the Lutheran Church in America shall have power to receive and hold by gift, grant or purchase all property, real or personal, according to the constitution, bylaws and constitutional enactments of the Lutheran Church in America and of the synod to which such churches belong and shall have and exercise all the powers of bodies corporate by their trustees.

(c) When two or more such churches have merged or have been united in accordance with the usages, rules, constitution, bylaws and constitutional enactments of the Lutheran Church in America and of the synod to which they belong and by the vote of each of such churches, the title to all real and personal property of such churches, by the act of such merger or union, shall vest in the trustees of the resulting church. The president of the synod approving such merger or union shall lodge, in the office of the town clerk of each town wherein any of such real property is situated and in the office of the Secretary of the State, a certificate executed in the manner required for deeds of real property, describing such real property and stating the names of the former churches and of the new one so formed, the date of union or merger and the names of the trustees of the new church; which certificate shall have the effect of a recorded deed. Any church resulting from such union or merger shall be liable for all existing debts and obligations of the merging churches. All gifts and legacies, vested or unvested, to any of the merging churches shall inure to and vest in the resulting church.

(d) Upon the dissolution of any church having membership in the Lutheran Church in America, in accordance with the constitution of said Lutheran Church in America, the president of the synod of said Lutheran Church in America having jurisdiction thereof shall file a certificate executed as a deed for real property in the office of the town clerk of each town in which the real property of such dissolved church lies stating the name of the dissolved church, the date of dissolution and the location of the principal office of the synod, which certificate shall have the effect of a recorded deed of such real property and of the personal property of such dissolved church to such synod; and thereafter such synod shall hold, manage and convey such real and personal property at its sole discretion in accordance with the constitution of the Lutheran Church in America.

(e) All congregations formed after October 1, 1969, for membership in the Lutheran Church in America shall be incorporated under the general statutes.
Conn. Gen. Stat. § 33-1086 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1086
Sec. 33-1086. Staggered terms for directors.
Status: in_force

(b) If the corporation has members entitled to vote on the adoption, amendment or repeal of its bylaws, any bylaw providing for staggering the terms of 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.
Conn. Gen. Stat. § 33-418i — Connecticut Code / Title 33 / Chapter 599a / Section 33-418i
Sec. 33-418i. Membership requirements. Membership shares. Rights of members.
Status: in_force

(b) A worker cooperative shall issue a class of voting stock designated as “membership shares”. Each member shall own only one such membership share, and only members may own such shares.

(c) Membership shares shall be issued for a fee as shall be determined from time to time by the board of directors. Section 33-671 and subdivision (6) of subsection (b) of section 33-683 shall not apply to such membership shares. Sections 33-855 to 33-872 , inclusive, shall not apply to membership shares whose redemption price is determined by reference to internal capital accounts, as defined in section 33-418m .

(d) Members of a worker cooperative shall have all the rights and responsibilities of stockholders of a corporation formed under chapter 601, except as otherwise provided in this chapter.
Conn. Gen. Stat. § 33-1075 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1075
Sec. 33-1075. Action by single and multiple classes of members.
Status: in_force

(b) If the certificate of incorporation or sections 33-1000 to 33-1290 , inclusive, provide for voting by two or more classes on a matter, action on that matter is taken only when voted upon by each of those classes counted separately as provided in section 33-1074 . Action may be taken by one class on a matter even though no action is taken by another class entitled to vote on the matter.
Conn. Gen. Stat. § 33-1080 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1080
Sec. 33-1080. 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 activities, property 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.
Conn. Gen. Stat. § 33-720 — Connecticut Code / Title 33 / Chapter 601 / Section 33-720
Sec. 33-720. Derivative proceedings. Definitions.
Status: in_force

(1) “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in section 33-727 , in the right of a foreign corporation.

(2) “Shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
Conn. Gen. Stat. § 33-602 — Connecticut Code / Title 33 / Chapter 601 / Section 33-602
Sec. 33-602. 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) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue.

(3) “Beneficial shareholder” means a person who owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary or nominee.

(4) “Certificate of incorporation” means the original certificate of incorporation or restated certificate of incorporation, and all amendments thereto, and all certificates of merger or consolidation. In the case of a specially chartered corporation, “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, “certificate of incorporation” includes those portions of any other corporate instruments or resolutions of current application in which are set out provisions of the sort which either (A) are required by sections 33-600 to 33-998 , inclusive, to be embodied in the certificate of incorporation, or (B) are expressly permitted by sections 33-600 to 33-998 , inclusive, 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.

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

(6) “Corporation” or “domestic corporation” means a stock corporation, 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.

(7) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and, if authorized in accordance with section 33-603 , electronic transmission.

(8) “Distribution” means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption or other acquisition of shares; a distribution of indebtedness; or otherwise.

(9) “Document” means (A) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (B) an electronic record.

(10) “Domestic”, with respect to an entity, means an entity governed as to its internal affairs by the law of this state.

(11) “Effective date of notice” is defined in section 33-603 .

(12) (A) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities.

(B) “Electronic record” means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection (j) of section 33-603 .

(C) “Electronic transmission” or “electronically transmitted” means any form or process of communication not directly involving the physical transfer of paper or another tangible medium, which (i) is suitable for the retention, retrieval and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection (j) of section 33-603 .

(13) “Employee” includes an officer but not a director. A director may accept duties that make him also an employee.

(14) “Entity” includes a corporation and foreign corporation; nonprofit 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) “Expenses” means reasonable expenses of any kind that are incurred in connection with a matter including, but not limited to, reasonable counsel fees.

(16) “Facts objectively ascertainable” outside of a plan or filed document is defined in subsection (l) of section 33-608 .

(17) “Foreign”, with respect to an entity, means an entity governed as to its internal affairs by the laws of a jurisdiction other than this state.

(18) “Foreign corporation” means a corporation incorporated under a law other than the law of this state.

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

(20) “Includes” denotes a partial definition.

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

(22) “Means” denotes an exhaustive definition.

(23) “Merger” means a transaction pursuant to section 33-815 .

(24) “Notice” is defined in section 33-603 .

(25) “Person” includes individual and entity.

(26) “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 business of such corporation in this state, if any, and if such corporation has no place of business in this state, its “principal office” shall be the office of the Secretary of the State.

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

(28) “Public corporation” means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association.

(29) “Qualified director” is defined in section 33-605 .

(30) “Record date” means the date established under sections 33-665 to 33-687 , inclusive, or sections 33-695 to 33-727 , inclusive, on which a corporation determines the identity of its shareholders and their shareholdings for purposes of sections 33-600 to 33-998 , 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.

(31) “Secretary” means the corporate officer to whom under the bylaws or by the board of directors is delegated responsibility under subsection (c) of section 33-763 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

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

(33) “Share exchange” means a transaction pursuant to section 33-816 .

(34) “Shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(35) “Shares” means the units into which the proprietary interests in a corporation are divided.

(36) “Sign” or “signature” means, with present intent to authenticate or adopt a document: (A) To execute or adopt a tangible symbol to a document, and includes any manual, facsimile or conformed signature; or (B) to attach to or logically associate with an electronic transmission an electronic sound, symbol or process, and includes an electronic signature in an electronic transmission.

(37) “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.

(38) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.

(39) “United States” includes any district, authority, bureau, commission, department and other agency of the United States.

(40) “Unrestricted voting trust beneficial owner” means, with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement.

(41) “Voting group” means all shares of one or more classes or series that under the certificate of incorporation or sections 33-600 to 33-998 , inclusive, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the certificate of incorporation or said sections to vote generally on the matter are for that purpose a single voting group.

(42) “Voting power” means the current power to vote in the election of directors.

(43) “Voting trust beneficial owner” means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to subsection (a) of section 33-715 .

(44) “Writing” or “written” means any information in the form of a document.

Cited. 45 CS 101.
Conn. Gen. Stat. § 33-897 — Connecticut Code / Title 33 / Chapter 601 / Section 33-897
Sec. 33-897. Procedure for judicial dissolution.
Status: in_force

(b) It is not necessary to make shareholders 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 business of the corporation until a full hearing can be held.

(d) Within ten days of the commencement of a proceeding under subdivision (1) of subsection (a) of section 33-896 to dissolve a corporation, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section 33-900 and accompanied by a copy of said section.
Conn. Gen. Stat. § 33-910 — Connecticut Code / Title 33 / Chapter 601 / Section 33-910
Sec. 33-910. Provisions applicable to specially chartered corporations.
Status: in_force

(b) If the certificate of incorporation as in effect on January 1, 1997, of a specially chartered corporation contains any provision contrary to or inconsistent with or in addition to any provision of sections 33-600 to 33-998 , inclusive, including this section, the provision contained in such certificate of incorporation shall govern such corporation, and the provisions of said sections shall not be held or construed to alter or affect any provision of the certificate of incorporation of a specially chartered corporation inconsistent herewith except as provided in sections 33-890 , 33-912 , 33-953 and 33-954 .
Conn. Gen. Stat. § 33-884 — Connecticut Code / Title 33 / Chapter 601 / Section 33-884
Sec. 33-884. Effect of dissolution.
Status: in_force

(b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) subject its directors or officers to standards of conduct different from those prescribed in sections 33-735 to 33-784 , inclusive; (4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (7) terminate the authority of the registered agent of the corporation; or (8) of itself render the shareholders liable for any liability or other obligations of the corporation nor vest title to the property of the corporation in the shareholders.
Conn. Gen. Stat. § 33-236 — Connecticut Code / Title 33 / Chapter 597 / Section 33-236
Sec. 33-236. Disposition of property.
Status: in_force

(b) A cooperative may not otherwise sell, mortgage, lease or otherwise dispose of or encumber all or a substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized by the affirmative vote of not less than a majority of all the members of the cooperative.
Conn. Gen. Stat. § 33-1178 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1178
Sec. 33-1178. Unknown claims against dissolved corporation.
Status: in_force

(b) The notice shall: (1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if none in this state, its registered office, is or was last located; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice: (1) A claimant who was not given written notice under section 33-1177 ; (2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(d) A claim that is not barred by subsection (c) of section 33-1177 or subsection (c) of this section may be enforced: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) except as provided in subsection (d) of section 33-1178a , if the assets have been distributed in liquidation to the members of the corporation, against a member of the dissolved corporation to the extent of the member's pro rata share of the claim or the corporate assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.

(e) Nothing in this section shall extend any applicable period of limitation.
Conn. Gen. Stat. § 33-673c — Connecticut Code / Title 33 / Chapter 601 / Section 33-673c
Sec. 33-673c. Liability of domestic entity based upon reverse veil piercing doctrine, not permitted.
Status: in_force

Section arguably expresses legislative intent to prevent courts from applying the doctrine of reverse veil piercing, but effective date was prospective and does not affect court's decision to apply reverse veil piercing to an action commenced prior to the effective date of the section, July 9, 2019. 332 C. 394.
Conn. Gen. Stat. § 33-639 — Connecticut Code / Title 33 / Chapter 601 / Section 33-639
Sec. 33-639. Organization of corporation.
Status: in_force

(b) Action required or permitted by sections 33-600 to 33-998 , 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) An organizational meeting held before incorporation is valid as if it were held after incorporation if the persons holding the meeting could properly have held such meeting after incorporation.
Conn. Gen. Stat. § 33-610 — Connecticut Code / Title 33 / Chapter 601 / Section 33-610
Sec. 33-610. Effective time and date of document.
Status: in_force

(b) A document, other than the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation, may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.
Conn. Gen. Stat. § 33-814 — Connecticut Code / Title 33 / Chapter 601 / Section 33-814
Sec. 33-814. Definitions.
Status: in_force

(1) “Acquired corporation” means the domestic or foreign corporation that will have all of one or more classes or series of its shares acquired in a share exchange.

(2) “Acquiring corporation” means the domestic or foreign corporation that will acquire all of one or more classes or series of shares of the acquired corporation in a share exchange.

(3) “Interests” means the proprietary interests in an other entity.

(4) “Organizational documents” means the basic document or documents that create, or determine the internal governance of, an other entity.

(5) “Other entity” means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, but not limited to, a partnership, limited partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

(6) “Party to a merger” means any domestic or foreign corporation or other entity that will merge under a plan of merger.

(7) “Party to a share exchange” means any domestic or foreign corporation or other entity that will: (A) Acquire shares or interests of another corporation or an other entity in a share exchange; or (B) have all of its shares or interests or all of one or more classes or series of its shares or interests acquired in a share exchange.

(8) “Survivor” means, in a merger, the corporation or other entity into which one or more other corporations or other entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
Conn. Gen. Stat. § 33-199 — Connecticut Code / Title 33 / Chapter 596 / Section 33-199
Sec. 33-199. Powers.
Status: in_force

Assessment on members for financing surplus milk held within statutory authority of milk producers association. 122 C. 482.
Conn. Gen. Stat. § 33-1202 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1202
Sec. 33-1202. Amendment of special charter.
Status: in_force

(b) The certificate of incorporation of a specially chartered corporation may be amended by its board of directors or members entitled to vote thereon for the purposes and in the manner provided by sections 33-1000 to 33-1290 , inclusive, for corporations incorporated under said sections except that its certificate of incorporation as so amended shall not authorize it to conduct any affairs or to conduct its affairs in any area unless either (1) it could be so authorized under section 33-1035 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 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 affairs, and its special rights, privileges and immunities, recite such provisions.
Conn. Gen. Stat. § 33-1087 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1087
Sec. 33-1087. Resignation of directors.
Status: in_force

(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
Conn. Gen. Stat. § 33-887b — Connecticut Code / Title 33 / Chapter 601 / Section 33-887b
Sec. 33-887b. Duties of directors of dissolved corporation.
Status: in_force

(b) Directors of a dissolved corporation which has disposed of claims under section 33-886 , 33-887 or 33-887a shall not be liable for breach of subsection (a) of this section with respect to claims against the dissolved corporation that are barred or satisfied under section 33-886 , 33-887 or 33-887a .

The obligations of a director of a dissolved corporation under section apply when, at the time of dissolution, plaintiff's claim had not been disposed of, but rather had been filed in small claims court and was disputed by defendant. 157 CA 297.
Conn. Gen. Stat. § 33-1076 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1076
Sec. 33-1076. Other quorum or voting requirement.
Status: in_force

(b) The certificate of incorporation may, except where expressly prohibited by sections 33-1000 to 33-1290 , inclusive, or where such action is required by said sections to be unanimous, provide for a lesser voting requirement, but unless expressly permitted by a particular section of said sections, not less than a majority of the votes cast by the members, or by the members of a particular class, entitled to vote on the matter.

(c) An amendment to the certificate of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and classes required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Conn. Gen. Stat. § 33-706 — Connecticut Code / Title 33 / Chapter 601 / Section 33-706
Sec. 33-706. Proxies.
Status: in_force

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

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

(d) An appointment of a proxy is revocable unless the appointment form or electronic transmission of the appointment states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (1) A pledgee; (2) a person who purchased or agreed to purchase the shares; (3) a creditor of the corporation who extended it credit under terms requiring the appointment; (4) an employee of the corporation whose employment contract requires the appointment; or (5) a party to a voting agreement created under section 33-716 .

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

(f) An appointment of a proxy made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.

(g) Unless an appointment of a proxy otherwise provides, an appointment made irrevocable under subsection (d) of this section continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(h) Subject to section 33-708 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission of the appointment, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
Conn. Gen. Stat. § 33-703 — Connecticut Code / Title 33 / Chapter 601 / Section 33-703
Sec. 33-703. Remote participation in annual and special meetings.
Status: in_force

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

(c) Unless the bylaws require the meeting of shareholders to be held at a place, the board of directors may determine that any meeting of shareholders shall not be held at any place and shall instead be held solely by means of remote communication, provided the corporation implements the measures specified in subsection (b) of this section.
Conn. Gen. Stat. § 33-637 — Connecticut Code / Title 33 / Chapter 601 / Section 33-637
Sec. 33-637. Incorporation.
Status: in_force

(b) The Secretary of the State's filing of the certificate of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Conn. Gen. Stat. § 33-611 — Connecticut Code / Title 33 / Chapter 601 / Section 33-611
Sec. 33-611. Correcting filed document.
Status: in_force

(b) A document is corrected: (1) By preparing a certificate of correction that (A) describes the document, including its filing date, or attaches a copy of it to the certificate, (B) specifies the inaccuracy or defect to be corrected, and (C) corrects the inaccuracy or defect; and (2) by delivering the certificate to the Secretary of the State for filing.

(c) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a certificate of correction is effective when filed.
Conn. Gen. Stat. § 33-843 — Connecticut Code / Title 33 / Chapter 601 / Section 33-843
Sec. 33-843. Business combinations. Definitions.
Status: in_force

(1) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

(2) “Announcement date”, when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for such business combination.

(3) “Associate”, when used to indicate a relationship with any person, means (A) any corporation or organization of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten per cent or more of any class of voting stock, (B) any trust or other estate in which such person has at least a ten per cent beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (C) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person.

(4) “Beneficial owner”, when used with respect to any voting stock, means a person:

(A) That, individually or with or through any of its affiliates or associates, beneficially owns such stock, directly or indirectly;

(B) That, individually or with or through any of its affiliates or associates, has (i) the right to acquire such stock, whether such right is exercisable immediately or only after the passage of time or upon the occurrence of a specified event, pursuant to any agreement, arrangement or understanding whether or not in writing, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, a person shall not be deemed the beneficial owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person's affiliates or associates until such tendered stock is accepted for purchase or exchange; (ii) the right to vote such stock pursuant to any agreement, arrangement or understanding whether or not in writing; provided, a person shall not be deemed the beneficial owner of any stock under this subparagraph if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable rules and regulations under the Exchange Act and is not then reportable on Schedule 13D under the Exchange Act or any comparable or successor report; or (iii) the right to dispose of such stock pursuant to any agreement, arrangement or understanding whether or not in writing; or

(C) That, individually or with or through any of its affiliates or associates, has any agreement, arrangement or understanding whether or not in writing for the purpose of acquiring, except pursuant to a tender or exchange offer until such tendered stock is accepted for purchase or exchange as described in subparagraph (B)(i) of this subdivision, holding, voting, except voting pursuant to a revocable proxy or consent as described in subparagraph (B)(ii) of this subdivision, or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

(5) “Business combination”, when used in reference to any resident domestic corporation and any interested shareholder of such resident domestic corporation, means:

(A) Any merger or consolidation of such resident domestic corporation or any subsidiary of such resident domestic corporation with or into (i) such interested shareholder or (ii) any other corporation whether or not itself an interested shareholder of such resident domestic corporation which is, or after such merger or consolidation would be, an affiliate or associate of such interested shareholder;

(B) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition in one transaction or a series of transactions to or with such interested shareholder or any affiliate or associate of such interested shareholder of assets of such resident domestic corporation or any subsidiary of such resident domestic corporation (i) having an aggregate market value equal to ten per cent or more of the aggregate market value of all the assets, determined on a consolidated basis, of such resident domestic corporation, (ii) having an aggregate market value equal to ten per cent or more of the aggregate market value of all the outstanding stock of such resident domestic corporation, or (iii) representing ten per cent or more of the earning power or net income, determined on a consolidated basis, of such resident domestic corporation, except pursuant to a dividend or distribution paid or made pro rata to all holders of common stock of such resident domestic corporation and to all holders of any other class of stock of such resident domestic corporation entitled to participate with the holders of common stock in the receipt of such dividend or distribution;

(C) The issuance or transfer by such resident domestic corporation or any subsidiary of such resident domestic corporation in one transaction or a series of transactions of any stock of such resident domestic corporation or any subsidiary of such resident domestic corporation which has an aggregate market value equal to five per cent or more of the aggregate market value of all the outstanding stock of such resident domestic corporation to such interested shareholder or any affiliate or associate of such interested shareholder, except (i) pursuant to a dividend or distribution paid or made pro rata to all holders of common stock of such resident domestic corporation and to all holders of any other class of stock of such resident domestic corporation entitled to participate with the holders of common stock in the receipt of such dividend or distribution, or (ii) pursuant to the exercise of warrants or rights to purchase stock or pursuant to the conversion of convertible securities;

(D) The adoption of any plan or proposal for the complete or partial liquidation or dissolution of such resident domestic corporation or any subsidiary of such resident domestic corporation, or declarations or payments of dividends and distributions to the holders of stock of such resident domestic corporation in any twelve-month period having an aggregate market value of more than five per cent of the aggregate market value of all assets, determined on a consolidated basis, of such resident domestic corporation as of the beginning of such twelve-month period, which plan or proposal is, or declarations or payments are, proposed by, or pursuant to any agreement, arrangement or understanding whether or not in writing with, such interested shareholder or any affiliate or associate of such interested shareholder, at any time following such interested shareholder's stock acquisition date;

(E) Any reclassification of securities including, without limitation, any stock split, stock dividend, or other distribution of stock in respect of stock, or any reverse stock split, or recapitalization of such resident domestic corporation, or any merger or consolidation of such resident domestic corporation with any subsidiary of such resident domestic corporation, or any other transaction whether or not with or into or otherwise involving such interested shareholder, which reclassification, merger, consolidation or other transaction (i) has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of voting stock or securities convertible into voting stock of such resident domestic corporation or any subsidiary of such resident domestic corporation which is directly or indirectly owned by such interested shareholder or any affiliate or associate of such interested shareholder, except as a result of immaterial changes due to fractional share adjustments, and (ii) is proposed by, or pursuant to any agreement, arrangement or understanding whether or not in writing with, such interested shareholder or any affiliate or associate of such interested shareholder at any time following such interested shareholder's stock acquisition date; or

(F) Any receipt by such interested shareholder or any affiliate or associate of such interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of such resident domestic corporation, of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by or through such resident domestic corporation or any subsidiary of such resident domestic corporation; provided, for purposes of subparagraphs (A), (B) and (C) of this subdivision, a corporation, hereinafter referred to as the “other corporation”, which has entered into a definitive agreement or an agreement in principle or has an arrangement or understanding, whether formal or informal, in writing or not, with such resident domestic corporation or any subsidiary of such resident domestic corporation providing for any of the transactions contemplated by subparagraphs (A), (B) and (C) of this subdivision between such resident domestic corporation or any subsidiary of such resident domestic corporation and the other corporation or any subsidiary of the other corporation shall not be deemed to be an associate of such interested shareholder solely by reason of the fact that, after the date of such definitive agreement or agreement in principle or arrangement or understanding or the date of the first public announcement or disclosure of such transaction, whichever is earlier, such interested shareholder becomes, or after such transaction would become, directly or indirectly, the beneficial owner of ten per cent or more of any class of voting stock of the other corporation.

(6) “Control”, including the terms “controlling”, “controlled by” and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. A person's beneficial ownership of ten per cent or more of the voting power of a corporation's outstanding voting stock shall create a presumption that such person has control of such corporation. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing sections 33-843 to 33-845 , inclusive, as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of such corporation.

(7) “Corporation” means any corporation, whether domestic or foreign.

(8) “Exchange Act” means the Act of Congress known as the Securities Exchange Act of 1934, as the same has been or hereafter may be amended from time to time.

(9) “Interested shareholder”, when used in reference to any resident domestic corporation, means any person, other than such resident domestic corporation or any subsidiary of such resident domestic corporation, that: (A) Is the beneficial owner, directly or indirectly, of ten per cent or more of the voting power of the outstanding voting stock of such resident domestic corporation; or (B) is an affiliate or associate of such resident domestic corporation and at any time within the five-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of ten per cent or more of the voting power of the then outstanding voting stock of such resident domestic corporation; provided for the purpose of determining whether a person is an interested shareholder, the number of shares of voting stock of such resident domestic corporation deemed to be outstanding shall include shares deemed to be beneficially owned by the person but shall not include any other unissued shares of voting stock of such resident domestic corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(10) “Person” means a natural person, company, partnership, foreign or domestic corporation, limited liability company, trust, unincorporated organization, government or any other entity or political subdivision, agency or instrumentality of a government. The term also includes two or more of the foregoing acting as a partnership, limited partnership, syndicate, joint venture or other formal or informal group for the purpose of acquiring, holding, voting or disposing of securities of an issuer.

(11) “Resident domestic corporation” means an issuer of voting stock which: (A) Is organized under the laws of this state; and (B) has its principal executive offices or significant business operations located in this state or has a significant financial relationship with one or more businesses located in this state; provided no resident domestic corporation shall cease to be a resident domestic corporation by reason of events occurring or actions taken while such resident domestic corporation is subject to the provisions of sections 33-843 to 33-845 , inclusive.

(12) “Stock” means: (A) Any stock or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting trust certificate or any certificate of deposit for stock; and (B) any security convertible, with or without consideration, into stock, or any warrant, call or other option or privilege of buying stock without being bound to do so, or any other security carrying any right to acquire, subscribe to or purchase stock.

(13) “Stock acquisition date”, with respect to any person and any resident domestic corporation, means the date that such person first becomes an interested shareholder of such resident domestic corporation.

(14) “Subsidiary” of any resident domestic corporation means any other corporation of which voting stock, having a majority of the voting power of the outstanding voting stock of such other corporation, is owned, directly or indirectly, by such resident domestic corporation.

(15) “Voting stock” means shares of capital stock of a corporation entitled to vote generally in the election of directors.
Conn. Gen. Stat. § 33-865 — Connecticut Code / Title 33 / Chapter 601 / Section 33-865
Sec. 33-865. Payment.
Status: in_force

(b) The payment to each shareholder pursuant to subsection (a) of this section shall be accompanied by:

(1) (A) The annual financial statements specified in subsection (a) of section 33-951 of the corporation that issued the shares to be appraised, which shall be as of a date ending not more than sixteen months before the date of payment and shall comply with subsection (b) of section 33-951 , except that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information, and (B) the latest available quarterly financial statements of such corporation, if any;

(2) A statement of the corporation's estimate of the fair value of the shares which estimate must equal or exceed the corporation's estimate given pursuant to subparagraph (C) of subdivision (2) of subsection (b) of section 33-862 ; and

(3) A statement that shareholders described in subsection (a) of this section have the right to demand further payment under section 33-868 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under sections 33-855 to 33-872 .
Conn. Gen. Stat. § 33-1213 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1213
Sec. 33-1213. Amended certificate of authority.
Status: in_force

(b) The requirements of section 33-1212 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Conn. Gen. Stat. § 33-737 — Connecticut Code / Title 33 / Chapter 601 / Section 33-737
Sec. 33-737. Number and election of directors.
Status: in_force

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

(c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 33-740 .

See Sec. 33-809 re bylaw provisions re election of directors.
Conn. Gen. Stat. § 33-1026 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1026
Sec. 33-1026. 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) Managing and regulating the affairs of the corporation; or (B) defining, limiting and regulating the powers of the corporation, its board of directors and members or any class of members; (3) any provision that under sections 33-1000 to 33-1290 , 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 members for monetary 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, or (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, 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; and (5) a provision permitting or making obligatory indemnification of a director for liability, as defined in section 33-1116 , 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, or (D) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, 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.

(c) The certificate of incorporation need not set forth any of the corporate powers enumerated in sections 33-1000 to 33-1290 , inclusive.
Conn. Gen. Stat. § 33-615 — Connecticut Code / Title 33 / Chapter 601 / Section 33-615
Sec. 33-615. Certificate of existence or authorization.
Status: in_force

(b) The issuance of a certificate of existence or authorization shall be conclusive evidence that such corporation's most recent annual report required by section 33-953 has been delivered to the Secretary of the State and that a certificate of dissolution or a certificate of withdrawal has not been filed with respect to such corporation.
Conn. Gen. Stat. § 33-1159b — Connecticut Code / Title 33 / Chapter 602 / Section 33-1159b
Sec. 33-1159b. Abandoned merger.
Status: in_force

(b) If a merger is abandoned under subsection (a) of this section after a certificate of merger has been filed with the Secretary of the State but before the merger has become effective, a statement that the merger has been abandoned in accordance with this section, executed on behalf of a party to the merger 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. Any such statement shall contain the name of each party to the merger, the date the merger was to become effective and the date the merger was abandoned. Upon filing, the statement shall take effect and the merger shall be deemed abandoned and shall not become effective.
Conn. Gen. Stat. § 33-1355 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1355
Sec. 33-1355. Legacy preservation provision.
Status: in_force

(b) A dissolved benefit corporation that has adopted a legacy preservation provision shall distribute its remaining property only to one or more (1) charitable organizations, or (2) other benefit corporations that have adopted a legacy preservation provision.
Conn. Gen. Stat. § 33-279 — Connecticut Code / Title 33 / Chapter 598 / Section 33-279
Sec. 33-279. Organization as corporation.
Status: in_force

Method provided for choice of lay member is mandatory. 69 C. 286.
Conn. Gen. Stat. § 33-817 — Connecticut Code / Title 33 / Chapter 601 / Section 33-817
Sec. 33-817. Action on plan of merger or share exchange.
Status: in_force

(1) The plan of merger or share exchange shall first be adopted by the board of directors.

(2) Except as provided in subdivisions (8), (10) and (12) of this section and section 33-818 , the plan of merger or share exchange shall then be approved by the shareholders. In submitting the plan of merger or share exchange to the shareholders for approval, the board of directors shall recommend that the shareholders approve the plan, or, in the case of an offer referred to in subparagraph (B) of subdivision (10) of this section, that the shareholders tender their shares to the offeror in response to the offer, unless (A) 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 (B) section 33-754 applies. If either subparagraph (A) or (B) of this subdivision applies, the board of directors shall inform the shareholders of the basis for its so proceeding.

(3) The board of directors may set conditions for the approval of the plan of merger or share exchange by the shareholders or the effectiveness of the plan of merger or share exchange.

(4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders 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 foreign or domestic corporation, the notice must also include or be accompanied by a copy or summary of the certificate of incorporation and bylaws of that corporation. If the corporation is to be merged with a domestic or foreign corporation and a new domestic or foreign corporation is to be created pursuant to the merger, the notice must include or be accompanied by a copy or a summary of the certificate of incorporation and bylaws of the new corporation.

(5) Unless the certificate of incorporation, or the board of directors acting pursuant to subdivision (3) of this section, requires a greater vote or a greater quorum, approval of the plan of merger or share exchange requires the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and, if any class or series of shares is entitled to vote as a separate group on the plan of merger or share exchange, the approval of each such separate voting group at a meeting at which a quorum of the voting group is present consisting of a majority of the votes entitled to be cast on the plan of merger or share exchange by that voting group.

(6) Subject to subdivision (7) of this section, separate voting by voting groups is required: (A) On a plan of merger, by each class or series of shares that: (i) Are to be converted under the plan of merger into shares, other securities, interests, obligations, rights to acquire shares or other securities or interests, cash, other property, or any combination thereof; or (ii) are entitled to vote as a separate group on a provision in the plan that, constitutes a proposed amendment to the certificate of incorporation of a surviving corporation that requires action by separate voting groups under section 33-798 ; (B) on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and (C) on a plan of merger or share exchange, if the voting group is entitled under the certificate of incorporation to vote as a voting group to approve a plan of merger or share exchange, respectively.

(7) The certificate of incorporation may expressly limit or eliminate the separate voting rights provided in subparagraph (A)(i) of subdivision (6) of this section and in subparagraph (B) of subdivision (6) of this section as to any class or series of shares, except when the plan of merger or share exchange (A) includes what is or would be in effect an amendment subject to subparagraph (A)(ii) of subdivision (6) of this section, and (B) will not effect a substantive business combination.

(8) Unless the certificate of incorporation otherwise provides, approval by the corporation's shareholders of a plan of merger is not required if: (A) The corporation will survive the merger; (B) except for amendments permitted by section 33-796 , its certificate of incorporation will not be changed; and (C) each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical preferences, rights and limitations, immediately after the effective date of the merger.

(9) If, as a result of a merger or a share exchange, one or more shareholders of a domestic corporation would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of merger or share exchange requires the signing in connection with the transaction, by each such shareholder, of a separate written consent to become subject to such personal liability.

(10) Unless the certificate of incorporation otherwise provides, approval by the shareholders of a plan of merger or share exchange is not required if: (A) The plan of merger or share exchange expressly (i) permits or requires the merger or share exchange to be effected under this subdivision, and (ii) provides that, if the merger or share exchange is to be effected under this subdivision, the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subparagraph (F) of this subdivision; (B) another party to the merger, the acquiring corporation in the share exchange, or a parent of another party to the merger or the acquiring corporation in the share exchange, makes an offer to purchase, on the terms provided in the plan of merger or share exchange, any and all of the outstanding shares of the corporation that, absent the provisions of this subdivision, would be entitled to vote on the plan of merger or share exchange, except that the offer may exclude shares of the corporation that are owned at the commencement of the offer by the corporation, the offeror or any parent of the offeror, or by any wholly owned subsidiary of the corporation, the offeror or by any wholly owned subsidiary of any of them; (C) the offer discloses that the plan of merger or share exchange provides that the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subparagraph (F) of this subdivision and that the shares of the corporation that are not tendered in response to the offer will be treated as set forth in subparagraph (H) of this subdivision; (D) the offer remains open for at least ten days; (E) the offeror purchases all shares properly tendered in response to the offer and not properly withdrawn; (F) the shares set forth in this subparagraph are collectively entitled to cast at least the minimum number of votes on the merger or share exchange that, absent the provisions of this subdivision, would be required by sections 33-814 to 33-821a , inclusive, and by the certificate of incorporation for the approval of the merger or share exchange by the shareholders and by any other voting group entitled to vote on the merger or share exchange at a meeting at which all shares entitled to vote on the approval were present and voted: (i) Shares purchased by the offeror in accordance with the offer; (ii) shares otherwise owned by the offeror or by any parent of the offeror or any wholly owned subsidiary of the offeror or by any parent of the offeror; and (iii) shares subject to an agreement that are to be transferred, contributed or delivered to the offeror, any parent of the offeror or any wholly owned subsidiary of any of them in exchange for shares in such offeror, parent or subsidiary; (G) the offeror or a wholly owned subsidiary of the offeror merges with or into, or effects a share exchange in which it acquires shares of the corporation; and (H) each outstanding share of each class or series of shares of the corporation that the offeror is offering to purchase in accordance with the offer, and that is not purchased in accordance with the offer, is to be converted in the merger into, or into the right to receive, or is to be exchanged in the share exchange for, or for the right to receive, the same amount and kind of securities, interests, obligations, rights, cash or other property to be paid or exchanged in accordance with the offer for each share of that class or series of shares that is tendered in response to the offer, except that shares of the corporation that are owned by the corporation or that are described in subparagraph (F)(ii) or (iii) of this subdivision need not be converted into or exchanged for the consideration described in this subparagraph.

(11) As used in subdivision (10) of this section, (A) “offer” means the offer referred to in subparagraph (B) of subdivision (10) of this section; (B) “offeror” means the person making the offer; (C) “parent” of a corporation means a person that owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares of that corporation; (D) shares tendered in response to the offer shall be deemed to have been “purchased” in accordance with the offer at the earliest time as of which (i) the offeror has irrevocably accepted those shares for payment, and (ii) either (I) in the case of shares represented by certificates, the offeror, or the offeror's designated depository or other agent, has physically received the certificates representing those shares, or (II) in the case of shares without certificates, those shares have been transferred into the account of the offeror or its designated depository or other agent, or an agent's message relating to those shares has been received by the offeror or its designated depository or other agent; and (E) “wholly owned subsidiary” of a person means an entity of or in which that person owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares or interests.

(12) Unless the certificate of incorporation otherwise provides, (A) approval of a plan of share exchange by the shareholders of a domestic corporation is not required if the corporation is the acquiring corporation in the share exchange; and (B) shares not to be exchanged under the plan of share exchange are not entitled to vote on the plan.

(13) Notwithstanding any provision of subdivision (5) of this section, a plan of merger or share exchange 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 be approved by (A) the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless (i) the certificate of incorporation expressly provides otherwise, or (ii) approval by the corporation's shareholders of the plan of merger or share exchange is not required under either subdivision (8) or (10) of this section, and (B) the affirmative vote of at least two-thirds of the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, and not otherwise entitled to vote thereon, unless (i) the certificate of incorporation expressly provides otherwise; or (ii) approval by the corporation's shareholders of the plan of merger or share exchange is not required under either subdivision (8) or (10) of this section.
Conn. Gen. Stat. § 33-898 — Connecticut Code / Title 33 / Chapter 601 / Section 33-898
Sec. 33-898. Receivership or custodianship.
Status: in_force

(b) The court may appoint an individual or a domestic or foreign corporation authorized to transact business in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver (A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court, and (B) may sue and defend in his own name as receiver of the corporation in all courts of this state; (2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders and creditors.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.
Conn. Gen. Stat. § 33-765 — Connecticut Code / Title 33 / Chapter 601 / Section 33-765
Sec. 33-765. 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.

(e) An officer is not liable under this section for any act or omission in the course of performing the duties of an officer under subsection (a) of section 33-1360 if the officer performed such duties in compliance with this section and section 33-1360 .
Conn. Gen. Stat. § 33-997 — Connecticut Code / Title 33 / Chapter 601 / Section 33-997
Sec. 33-997. Saving provisions.
Status: repealed

(b) If a penalty or punishment imposed for violation of a statute repealed by public act 94-186 is reduced by sections 33-600 to 33-998 , inclusive, the penalty or punishment if not already imposed shall be imposed in accordance with said sections.

(c) In the event that any provisions of sections 33-600 to 33-998 , inclusive, are deemed to modify, limit or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 USC 7001 et seq., the provisions of sections 33-600 to 33-998 , inclusive, shall control to the maximum extent permitted by Section 102(a)(2) of that federal act.
Conn. Gen. Stat. § 33-608 — Connecticut Code / Title 33 / Chapter 601 / Section 33-608
Sec. 33-608. Filing requirements.
Status: in_force

(b) Sections 33-600 to 33-998 , inclusive, shall require or permit filing the document in the office of the Secretary of the State.

(c) The document shall contain the information required by sections 33-600 to 33-998 , inclusive. It may contain other information as well.

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

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

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

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

(h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-609 , the document shall be in or on the prescribed form.

(i) The document shall be delivered to the office of the Secretary of the State for filing. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-662 and 33-928 .

(j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-600 to 33-998 , inclusive, or other law must be paid or provision for payment made in a manner permitted by the Secretary of the State.

(k) When any document is required or permitted to be filed or recorded as provided in sections 33-600 to 33-998 , inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

(l) As used in this subsection, “filed document” means a document filed with the Secretary of the State under any provision of sections 33-600 to 33-998 , inclusive, except sections 33-920 to 33-937 , inclusive, and section 33-953 , and “plan” means a plan of merger, plan of share exchange or plan of division, as described in section 38a-156s . Whenever a provision of sections 33-600 to 33-998 , inclusive, or section 38a-156s permits any of the terms of a plan or filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:

(1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document;

(2) The facts may include, but are not limited to (A) any of the following that is available in a nationally recognized news or information medium either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data, (B) a determination or action by any person or body, including the corporation or any other party to a plan or filed document, or (C) the terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;

(3) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) the registered office of any entity required in a filed document; (C) the registered agent of any entity required in a filed document; (D) the number of authorized shares and designation of each class or series of shares; (E) the effective date of a filed document; and (F) any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which such approval was given; and

(4) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and such fact is not ascertainable by reference to a source described in subparagraph (A) of subdivision (2) of this subsection or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the Secretary of the State a certificate of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Certificates of amendment under this subdivision are deemed to be authorized by the authorization of the original plan or filed document to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.

(m) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 33-600 to 33-998 , inclusive, to be filed with the Secretary of the State.
Conn. Gen. Stat. § 33-892 — Connecticut Code / Title 33 / Chapter 601 / Section 33-892
Sec. 33-892. 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 business as if the administrative dissolution had never occurred.

Participation in unrelated lawsuit does not establish classical aggrievement and section does not extend statutory standing to third parties to challenge the general fitness of an applicant for reinstatement. 119 CA 771.
Conn. Gen. Stat. § 33-601 — Connecticut Code / Title 33 / Chapter 601 / Section 33-601
Sec. 33-601. Construction of statutes.
Status: in_force

(b) If the certificate of incorporation in effect on January 1, 1997, of a corporation with capital stock formed under the laws of this state, whether general law or special act, prior to said date, contains any provision contrary to, inconsistent with or in addition to any provision of sections 33-600 to 33-998 , inclusive, but which provision was permitted to be contained in such certificate pursuant to the provisions of applicable law in effect prior to January 1, 1997, the provisions contained in such certificate shall govern such corporation and the provisions of said sections shall not be held or construed to alter or affect any provision of the certificate of incorporation of such corporation inconsistent with the provisions of said sections, except as provided in sections 33-890 , 33-913 , 33-953 and 33-954 .
Conn. Gen. Stat. § 33-773 — Connecticut Code / Title 33 / Chapter 601 / Section 33-773
Sec. 33-773. Advance for expenses.
Status: in_force

(b) The undertaking required by 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 consisting solely 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 33-752 , in which authorization directors who are not qualified directors may participate; or

(2) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.
Conn. Gen. Stat. § 33-1177 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1177
Sec. 33-1177. Known claims against dissolved corporation.
Status: in_force

(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall: (1) Describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred and twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline.

(c) A claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.

(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

(e) Nothing in this section shall extend any applicable period of limitation.
Conn. Gen. Stat. § 33-660 — Connecticut Code / Title 33 / Chapter 601 / Section 33-660
Sec. 33-660. Registered office and registered agent.
Status: in_force

(b) In addition to persons or entities who may act as a registered agent pursuant to subsection (a) of this section, a foreign corporation may appoint the Secretary of the State and his successors in office to act as its registered agent.
Conn. Gen. Stat. § 33-883 — Connecticut Code / Title 33 / Chapter 601 / Section 33-883
Sec. 33-883. Revocation of dissolution.
Status: in_force

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder 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 the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (F) if shareholder action was required to revoke the dissolution, the information required by subdivision (3) of subsection (a) of section 33-882 ; 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 business as if dissolution had never occurred.
Conn. Gen. Stat. § 33-717 — Connecticut Code / Title 33 / Chapter 601 / Section 33-717
Sec. 33-717. Shareholder agreement.
Status: in_force

(1) Eliminates the board of directors or restricts the discretion or powers of the board of directors;

(2) Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in section 33-687 ;

(3) Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;

(4) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;

(5) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer or employee of the corporation or among any of them;

(6) Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;

(7) Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or

(8) Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors and the corporation, or among any of them, and is not contrary to public policy.

(b) An agreement authorized by this section shall be: (1) Set forth (A) in the certificate of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement or (B) in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation; and (2) subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise.

(c) The existence of any agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by subsection (b) of section 33-677 . If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of ninety days after discovery of the existence of the agreement or two years after the time of purchase of the shares.

(d) An agreement authorized by this section shall cease to be effective when the corporation becomes a public corporation. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's certificate of incorporation or bylaws, adopt an amendment to the certificate of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.

(e) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.

(f) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

(g) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made.

(h) Limits, if any, on the duration of an agreement authorized by this section shall be as set forth in the agreement, except that such an agreement in effect on or before September 30, 2015, is valid for ten years unless the agreement provides otherwise.

Board of directors resolution setting forth parameters of electing a board of directors held to be valid shareholder agreement under section. 72 CA 426.
Conn. Gen. Stat. § 33-776 — Connecticut Code / Title 33 / Chapter 601 / Section 33-776
Sec. 33-776. Indemnification of and advance for expenses to officers. Indemnification by corporations incorporated prior to January 1, 1997.
Status: in_force

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

(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 33-772 and may apply to a court under section 33-774 for indemnification or advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under said sections.

(d) A corporation which was incorporated under the laws of this state, whether under chapter 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 section 33-771 , each officer, employee or agent of the corporation who is not a director to the same extent as the corporation is permitted to provide the same to a director pursuant to subdivision (1) of subsection (a) and subsections (b), (c) and (d) of section 33-771 , as limited by section 33-775 , and for this purpose the determination required by section 33-775 may in addition be made by the general counsel of the corporation, or such other or additional officer or officers as the board of directors may specify.
Conn. Gen. Stat. § 33-995 — Connecticut Code / Title 33 / Chapter 601 / Section 33-995
Sec. 33-995. Applicability to domestic corporations in existence on January 1, 1997.
Status: in_force

Plaintiffs failed to prove either statutory or classical aggrievement and lacked standing to challenge Secretary of the State's certificate of reinstatement and name change of a company that had been dissolved administratively. 105 CA 654.
Conn. Gen. Stat. § 33-707 — Connecticut Code / Title 33 / Chapter 601 / Section 33-707
Sec. 33-707. Shares held by nominees.
Status: in_force

(b) The procedure may set forth: (1) The types of nominees to which it applies; (2) the rights or privileges that the corporation recognizes in a beneficial owner; (3) the manner in which the procedure is selected by the nominee; (4) the information that must be provided when the procedure is selected; (5) the period for which selection of the procedure is effective; and (6) other aspects of the rights and duties created.
Conn. Gen. Stat. § 33-1182 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1182
Sec. 33-1182. 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. § 33-937 — Connecticut Code / Title 33 / Chapter 601 / Section 33-937
Sec. 33-937. 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. § 33-863 — Connecticut Code / Title 33 / Chapter 601 / Section 33-863
Sec. 33-863. Perfection of rights. Right to withdraw.
Status: in_force

(b) A shareholder who has complied with subsection (a) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to subparagraph (E) of subdivision (2) of subsection (b) of section 33-862 . A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.

(c) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in subsection (b) of section 33-862 , shall not be entitled to payment under sections 33-855 to 33-872 , inclusive.
Conn. Gen. Stat. § 33-881 — Connecticut Code / Title 33 / Chapter 601 / Section 33-881
Sec. 33-881. Dissolution by board of directors and shareholders.
Status: in_force

(b) For a proposal to dissolve to be adopted:

(1) The board of directors must recommend dissolution to the shareholders unless (A) 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 (B) section 33-754 applies. If subparagraph (A) or (B) of this subdivision applies, the board of directors must transmit to the shareholders the basis for so proceeding; and

(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.

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

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 33-699 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

(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 (f) of this section, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.

(f) Notwithstanding any provision of subsection (e) of this section to the contrary, a proposal to dissolve 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 general law or special act, prior to January 1, 1997, shall, unless the certificate of incorporation 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. § 33-1189 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1189
Sec. 33-1189. Receivership or custodianship.
Status: in_force

(b) The court may appoint an individual or a domestic or foreign corporation or business corporation authorized to transact business or conduct affairs in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver (A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court, and (B) may sue and defend in his own name as receiver of the corporation in all courts of this state; (2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in accordance with its purposes and in the best interests of its members, if any, and creditors.

(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members and creditors.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets.
Conn. Gen. Stat. § 33-1121 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1121
Sec. 33-1121. Determination and authorization of indemnification.
Status: in_force

(b) The determination shall be made:

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

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

(3) By the members entitled to vote to elect directors, but any such member who is also a director who at the time is not a qualified director may not vote on the determination.

(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subparagraph (B) of subdivision (2) of subsection (b) of this section.
Conn. Gen. Stat. § 33-1027 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1027
Sec. 33-1027. Incorporation.
Status: in_force

(b) The Secretary of the State's filing of the certificate of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Conn. Gen. Stat. § 33-265 — Connecticut Code / Title 33 / Chapter 598 / Section 33-265
Sec. 33-265. Legal status and powers.
Status: in_force

Bequest to wardens and vestry is valid. 22 C. 132. A parish is a corporation; its rector is its agent and it can take a bequest for the benefit of the poor. 57 C. 275. Relation between church in this state and church in general; trust for its general purposes; is a charity which church cannot release. 67 C. 554. Bequest in trust for erection of a chapel considered and upheld. 74 C. 586. Cited. 224 C. 797.
Conn. Gen. Stat. § 33-1105 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1105
Sec. 33-1105. 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 recipient for the amount the recipient accepted knowing the distribution was made in violation of sections 33-1000 to 33-1290 , inclusive, 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 three years after the date (A) on which the distribution was made, (B) as of which the violation of sections 33-1000 to 33-1290 , inclusive, occurred as a consequence of disregarding a restriction in the certificate of incorporation, or (C) on which the distribution of assets to members under section 33-1178a was made; 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 33-1097 .
Conn. Gen. Stat. § 33-1011 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1011
Sec. 33-1011. Certificate of existence or authorization.
Status: in_force

(b) The issuance of a certificate of existence or a certificate of authorization shall be conclusive evidence that such corporation's most recent annual report required by section 33-1243 has been delivered to the Secretary of the State and that a certificate of dissolution or a certificate of withdrawal has not been filed with respect to such corporation.
Conn. Gen. Stat. § 33-1065 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1065
Sec. 33-1065. Notice of meeting.
Status: in_force

(b) Unless sections 33-1000 to 33-1290 , inclusive, the certificate of incorporation or bylaws require otherwise, notice of an annual or regular meeting need not include a description of the purpose or purposes for which the meeting is called, except that, unless stated in a written notice of the meeting, (1) no bylaw may be brought up for adoption, amendment or repeal, and (2) no matter, other than the election of directors at an annual meeting, may be brought up which expressly requires the vote of members pursuant to said sections.

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

(d) If not otherwise fixed under section 33-1063 or 33-1067 , the record date for determining members entitled to notice of and to vote at an annual, regular or special meeting is the day before the first notice is delivered to members.

(e) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, if any, notice need not be given of the new date, time or place, if any, if the new date, time or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 33-1067 , however, notice of the adjourned meeting must be given under this section to persons who are members entitled to vote as of the new record date.
Conn. Gen. Stat. § 33-887a — Connecticut Code / Title 33 / Chapter 601 / Section 33-887a
Sec. 33-887a. 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 shareholder who received assets in liquidation.
Conn. Gen. Stat. § 33-1064 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1064
Sec. 33-1064. Action without meeting. Validity of actions at meetings not properly called.
Status: in_force

(b) The certificate of incorporation or bylaws may provide that any action that may be taken at any meeting of members may be taken without a meeting if the corporation delivers notice that includes a ballot to every member entitled to vote on the matter. A ballot shall: (1) Be in writing; (2) set forth each proposed action; (3) provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director, if any; and (4) provide an opportunity to vote for or against each other proposed action.

(c) Approval by ballot pursuant to this section of action other than election of directors is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. A ballot signed under this section shall have the same force and effect as a vote of the member who signed it at a meeting duly held, and may be stated as such in any certificate or document filed under sections 33-1000 to 33-1290 , inclusive.

(d) Any solicitation for votes by ballot shall: (1) Indicate the number of responses needed to meet the quorum requirements, (2) state the percentage of approvals necessary to approve each matter other than election of directors, and (3) specify the time by which a ballot must be received by the corporation in order to be counted.

(e) Except as otherwise provided in the certificate of incorporation or bylaws, a ballot may not be revoked.

(f) If not otherwise fixed under section 33-1063 or 33-1067 , the record date for determining members entitled to take action without a meeting is: (1) The date the first member signs the consent under subsection (a) of this section, or (2) the date the corporation delivers the notice under subsection (b) of this section.

(g) The absence from the minutes of any indication that a member objected to holding the meeting shall prima facie establish that no such objection was made.
Conn. Gen. Stat. § 33-701 — Connecticut Code / Title 33 / Chapter 601 / Section 33-701
Sec. 33-701. Record date.
Status: in_force

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

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

(d) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date or dates continue in effect or it may fix a new record date or dates.

(e) The record date for a shareholders' meeting fixed by or in the manner provided in the bylaws or by the board of directors shall be the record date for determining shareholders entitled both to notice of and to vote at the shareholders' meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the bylaws, the board, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.
Conn. Gen. Stat. § 33-1174 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1174
Sec. 33-1174. Effect of dissolution.
Status: in_force

(b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) prevent transfer of its transferable membership interests, if any, although the authorization to dissolve may provide for closing the corporation's membership records; (3) subject its directors or officers to standards of conduct different from those prescribed in sections 33-1080 to 33-1130 , inclusive; (4) change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (7) terminate the authority of the registered agent of the corporation; or (8) of itself render the members liable for any liability or other obligations of the corporation or vest title to the property of the corporation in the members.
Conn. Gen. Stat. § 33-882 — Connecticut Code / Title 33 / Chapter 601 / Section 33-882
Sec. 33-882. Certificate of dissolution.
Status: in_force

(b) A corporation is dissolved upon the effective date of its certificate of dissolution.

(c) For the purposes of sections 33-880 to 33-903 , inclusive, “dissolved corporation” means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.
Conn. Gen. Stat. § 33-1354 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1354
Sec. 33-1354. Election of benefit corporation status.
Status: in_force

(b) If an entity that is not a benefit corporation is a party to (1) a merger in which (A) the surviving entity will be a benefit corporation, or (B) shares or other equity interests in such entity will be converted into a right to receive shares of a benefit corporation, or (2) a share exchange with a benefit corporation in which the shares or other equity interests of the entity will be exchanged for shares of a benefit corporation, the plan of merger or share exchange shall be approved by a minimum status vote. If an entity other than a business corporation is a party to any such transaction and a minimum status vote by the equity owners of such entity is required for approval of the transaction, the equity owners of such entity shall be entitled to appraisal rights under the procedures set forth in chapter 601 as if the entity were a business corporation.
Conn. Gen. Stat. § 33-716 — Connecticut Code / Title 33 / Chapter 601 / Section 33-716
Sec. 33-716. Voting agreement.
Status: in_force

(b) A voting agreement created under this section is specifically enforceable.
Conn. Gen. Stat. § 33-710 — Connecticut Code / Title 33 / Chapter 601 / Section 33-710
Sec. 33-710. Action by single and multiple voting groups.
Status: in_force

(b) If the certificate of incorporation or sections 33-600 to 33-998 , inclusive, provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 33-709 . Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
Conn. Gen. Stat. § 33-1356 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1356
Sec. 33-1356. Termination of benefit corporation status.
Status: in_force

(b) Except for a benefit corporation that adopts a legacy preservation provision, if a benefit corporation is a party to (1) a merger in which (A) the surviving entity will not be a benefit corporation, or (B) shares of such benefit corporation will be converted into a right to receive shares or other equity interests of an entity that is not a benefit corporation, or (2) a share exchange in which the shares of the benefit corporation will be exchanged for shares or other equity interests of an entity that is not a benefit corporation, the plan of merger or share exchange shall be approved by a minimum status vote.

(c) A benefit corporation that adopts a legacy preservation provision may only be a party to (1) a merger in which (A) the surviving entity will be a benefit corporation that has adopted a legacy preservation provision, or (B) shares of such benefit corporation will be converted into a right to receive shares of a benefit corporation that has adopted a legacy preservation provision, or (2) a share exchange in which the shares of the benefit corporation will be exchanged for shares of a benefit corporation that has adopted a legacy preservation provision, and such merger or share exchange is approved by a minimum status vote.

(d) Except for a benefit corporation that adopts a legacy preservation provision, any sale, lease, exchange or other disposition of assets of a benefit corporation, other than a disposition described in section 33-830 , that would leave the benefit corporation without a significant continuing business activity shall be approved by a minimum status vote. A benefit corporation that adopts a legacy preservation provision shall not enter into a sale, lease, exchange or other disposition of its assets, other than a disposition described in section 33-830 , unless the disposition is to one or more (1) charitable organizations, or (2) other benefit corporations that have adopted legacy preservation provisions, and such disposition is approved by a minimum status vote.
Conn. Gen. Stat. § 33-1357 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1357
Sec. 33-1357. Purposes.
Status: in_force

(b) The certificate of incorporation of a benefit corporation may identify one or more specific public benefits as a purpose for such benefit corporation to create in addition to any purpose under chapter 601 and subsection (a) of this section. The identification of a specific public benefit under this subsection shall not limit the obligation of a benefit corporation under subsection (a) of this section.

(c) The creation of a general public benefit and any specific public benefit under subsections (a) and (b) of this section is in the best interests of the benefit corporation.

(d) A benefit corporation may amend its certificate of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. Any such amendment shall be adopted by a minimum status vote.
Conn. Gen. Stat. § 33-926 — Connecticut Code / Title 33 / Chapter 601 / Section 33-926
Sec. 33-926. Registered office and registered agent of foreign corporation.
Status: in_force

(b) In addition to persons or entities who may act as a registered agent pursuant to subsection (a) of this section, a foreign corporation may appoint the Secretary of the State and his successors in office to act as its registered agent.

When a foreign corporation is authorized to conduct business in this state and appoints a registered agent under section, it has consented to the exercise of jurisdiction over it by the courts of the state, and nothing in Sec. 33-929(f) limits a court's exercise of personal jurisdiction. 113 CA 845.
Conn. Gen. Stat. § 33-606f — Connecticut Code / Title 33 / Chapter 601 / Section 33-606f
Sec. 33-606f. Filings.
Status: in_force

(b) The certificate of validation must set forth: (1) The defective corporate action that is the subject of the certificate of validation including, in the case of any defective corporate action involving the issuance of putative shares, the number and type of putative shares issued and the date or dates upon which such putative shares were purported to have been issued; (2) the date of the defective corporate action; (3) the nature of the failure of authorization in respect of the defective corporate action; (4) a statement that the defective corporate action was ratified in accordance with section 33-606b , including the date on which the board of directors ratified such defective corporate action and the date, if any, on which the shareholders approved the ratification of such defective corporate action; and (5) the information required by subsection (c) of this section.

(c) The certificate of validation must also contain the following information: (1) If a filing was previously made in respect to the defective corporate action and no changes to such filing are required to give effect to the ratification of such defective corporate action in accordance with section 33-606b , the certificate of validation must set forth (A) the name, title and filing date of the filing previously made and any certificate of correction to that filing, and (B) a statement that a copy of the filing previously made, together with any certificate of correction to that filing, is attached as an exhibit to the certificate of validation; (2) if a filing was previously made in respect of the defective corporate action and such filing requires any change to give effect to the ratification of such defective corporate action in accordance with section 33-606b , the certificate of validation must set forth (A) the name, title and filing date of the filing previously made and any certificate of correction to that filing, (B) a statement that a filing containing all of the information required to be included under the applicable provisions of sections 33-600 to 33-998 , inclusive, to give effect to such defective corporate action is attached as an exhibit to the certificate of validation, and (C) the date and time that such filing is deemed to have become effective; or (3) if a filing was not previously made in respect of the defective corporate action and the defective corporate action ratified under section 33-606b would have required a filing under any other provision of sections 33-600 to 33-998 , inclusive, the certificate of validation must set forth (A) a statement that a filing containing all of the information required to be included under the applicable provision or provisions of sections 33-600 to 33-998 , inclusive, to give effect to such defective corporate action is attached as an exhibit to the certificate of validation, and (B) the date and time that such filing is deemed to have become effective.
Conn. Gen. Stat. § 33-774 — Connecticut Code / Title 33 / Chapter 601 / Section 33-774
Sec. 33-774. Court-ordered indemnification and advance for expenses.
Status: in_force

(b) If the court determines that the director is entitled to indemnification under subdivision (1) of subsection (a) of this section or to indemnification or advance for expenses under subdivision (2) of subsection (a) of this section, it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subdivision (3) of subsection (a) of this section, it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses.
Conn. Gen. Stat. § 33-1077 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1077
Sec. 33-1077. Voting for directors. Cumulative voting.
Status: in_force

(b) Members 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 class of members are entitled to cumulate their votes for directors”, or words of similar import, means that the members 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) Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless: (1) The meeting notice states conspicuously that cumulative voting is authorized; (2) a member who has the right to cumulate his votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of his intent to cumulate his votes during the meeting, and if one member gives this notice all other members in the same class participating in the election are entitled to cumulate their votes without giving further notice; or (3) if voting is to be by mail pursuant to section 33-1064 , (A) the bylaws specify how election of directors shall be conducted if members vote cumulatively by mail, (B) the notice of the meeting states conspicuously that cumulative voting is authorized and how the election is to be conducted, and (C) the mail ballot provides for cumulative voting.
Conn. Gen. Stat. § 33-806 — Connecticut Code / Title 33 / Chapter 601 / Section 33-806
Sec. 33-806. Amendment by shareholders or board of directors.
Status: in_force

(b) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The certificate of incorporation, section 33-808 or, if applicable, section 33-809 reserves that power exclusively to the shareholders in whole or part; or (2) except as provided in subsection (d) of section 33-640 , the shareholders in amending, repealing or adopting a bylaw expressly provide that the board of directors may not amend, repeal or reinstate that bylaw.

Board of directors can amend corporation's bylaws, but only if bylaws or certificate of incorporation does not reserve such power to the shareholders. 72 CA 426.
Conn. Gen. Stat. § 33-778 — Connecticut Code / Title 33 / Chapter 601 / Section 33-778
Sec. 33-778. Variation by corporate action.
Status: in_force

(b) A right of indemnification or to advances for expenses created by this subpart or under subsection (a) of this section and in effect at the time of an act or omission shall not be eliminated or impaired with respect to such act or omission by an amendment of the certificate of incorporation or bylaws or a resolution of the directors or shareholders, adopted after the occurrence of such act or omission, unless, in the case of a right created under subsection (a) of this section, the provision creating such right and in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.

(c) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the certificate of incorporation, bylaws or resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by subdivision (3) of subsection (a) of section 33-820 .

(d) Subject to subsection (b) of this section, a corporation may, by a provision in its certificate of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to sections 33-770 to 33-779 , inclusive.

(e) Sections 33-770 to 33-779 , inclusive, do not limit a corporation's power to pay or reimburse expenses incurred by a director or officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.

(f) Sections 33-770 to 33-779 , inclusive, do not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.
Conn. Gen. Stat. § 33-418g — Connecticut Code / Title 33 / Chapter 599a / Section 33-418g
Sec. 33-418g. Definitions.
Status: in_force

(1) “Worker cooperative” means a corporation which has elected to be governed by the provisions of this chapter.

(2) “Member” means a natural person who or nonprofit organization that has been accepted for membership in, and owns a membership share issued by a worker cooperative.

(3) “Patronage” means the amount of work performed as a member of a worker cooperative, measured in accordance with the articles of organization and bylaws of that cooperative.

(4) “Written notice of allocation” means a written instrument which discloses to a member the stated dollar amount of such member's patronage allocation and the terms for payment of that amount by the worker cooperative.

(5) “Nonprofit organization” means any organization that is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as amended from time to time.
Conn. Gen. Stat. § 33-1226 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1226
Sec. 33-1226. 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 sending 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 foreign corporation, addressed to such foreign corporation at 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 conduct affairs 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 conduct affairs in this state. Service of process on the Secretary of the State as provided in section 33-1219 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. § 33-642 — Connecticut Code / Title 33 / Chapter 601 / Section 33-642
Sec. 33-642. Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts.
Status: in_force

(b) A provision of the certificate of incorporation or the bylaws adopted under subsection (a) of this section shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision have the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) of this section do not have the requisite personal and subject matter jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction.

(c) No provision of the certificate of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require such claims to be determined by arbitration.

(d) As used in this section, “internal corporate claim” means, (1) any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer or shareholder in such capacity, (2) any derivative action or proceeding brought on behalf of the corporation, (3) any action asserting a claim arising pursuant to any provision of sections 33-600 to 33-998 , inclusive, or the certificate of incorporation or bylaws, or (4) any action asserting a claim governed by the internal affairs doctrine that is not included in subdivisions (1) to (3), inclusive, of this subsection.
Conn. Gen. Stat. § 33-713 — Connecticut Code / Title 33 / Chapter 601 / Section 33-713
Sec. 33-713. Inspectors.
Status: in_force

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

(c) An inspector may be an officer or employee of the corporation.
Conn. Gen. Stat. § 33-1091 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1091
Sec. 33-1091. Vacancy on board of directors.
Status: in_force

(b) If the vacant office was held by a director elected by a class of members, only the members of that class are entitled to vote to fill the vacancy if it is filled by members entitled to vote for directors.

(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 33-1087 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(d) If the board of directors ceases to exist and there are no members having the right to vote for the election of directors, members without such vote shall thereupon be entitled to elect a new board of directors.
Conn. Gen. Stat. § 33-1210 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1210
Sec. 33-1210. Authority to conduct affairs required.
Status: in_force

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

(c) The list of activities in subsection (b) of this section is not exhaustive.
Conn. Gen. Stat. § 33-684 — Connecticut Code / Title 33 / Chapter 601 / Section 33-684
Sec. 33-684. Corporation's acquisition of its own shares.
Status: in_force

(b) If the certificate of incorporation prohibits the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.
Conn. Gen. Stat. § 33-1124 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1124
Sec. 33-1124. Variation by corporate action.
Status: in_force

(b) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the certificate of incorporation, the bylaws or a resolution of the board of directors or members of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by subdivision (3) of section 33-1158 .

(c) A corporation may, by a provision in its certificate of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to sections 33-1116 to 33-1125 , inclusive.

(d) Sections 33-1116 to 33-1125 , inclusive, do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he is not a party.
Conn. Gen. Stat. § 33-1166 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1166
Sec. 33-1166. Sale or other disposition of assets leaving no significant continuing activity.
Status: in_force

(b) A disposition that requires approval of the members 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 members for their approval. The board of directors shall also transmit to the members a recommendation that the members approve the proposed disposition, 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 shall transmit to the members the basis for that determination.

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

(d) If a disposition is to be approved by the members under subsection (a) of this section, and if the approval is to be given at a meeting, the corporation shall notify each member entitled to vote on the disposition, if any, of the meeting of members at which the disposition is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain or be accompanied by a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation therefor.

(e) Unless sections 33-1000 to 33-1290 , inclusive, the certificate of incorporation or the board of directors, acting pursuant to subsection (c) of this section, requires a greater vote or a vote by classes of members, the disposition to be authorized must be approved by: (1) If no class of members is entitled to vote separately on the disposition 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 disposition separately as a class, at least two-thirds of the votes cast by the members of each such class. Approval of the disposition by members may precede or follow authorization of the disposition by the board of directors and the taking of any necessary actions under subsection (b) of this section.

(f) After a disposition has been approved by the members 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 members, subject to any contractual rights of other parties to the disposition.

(g) A disposition of assets in the course of dissolution under sections 33-1170 to 33-1193 , 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) If the corporation has no members, or no members entitled to vote thereon, a disposition described in this section shall be approved by the board of directors.
Conn. Gen. Stat. § 33-842 — Connecticut Code / Title 33 / Chapter 601 / Section 33-842
Sec. 33-842. Exceptions.
Status: repealed

(1) “Announcement date” means the first general public announcement of the proposal or intention to make a proposal of the business combination or its first communication generally to shareholders of the corporation, whichever is earlier;

(2) “Determination date” means the date on which an interested shareholder first became an interested shareholder;

(3) “Valuation date” means: (A) For a business combination voted upon by shareholders, the later of the day prior to the date of the shareholders vote or the date twenty days prior to the consummation of the business combination; and (B) for a business combination not voted upon by shareholders, the date of the consummation of the business combination.

(b) The vote required by section 33-841 does not apply to a business combination as defined in subparagraph (A) of subdivision (4) of section 33-840 if each of the following conditions is met:

(1) The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by holders of common stock of each class or series in such business combination is at least equal to the highest of the following: (A) The highest per share price, including any brokerage commissions, transfer taxes and soliciting dealers' fees, paid by the interested shareholder for any shares of common stock of the same class or series acquired by it: (i) Within the two-year period immediately prior to the announcement date of the business combination; or (ii) in the transaction in which it became an interested shareholder, whichever is higher; or (B) the market value per share of common stock of the same class or series on the announcement date or on the determination date, whichever is higher; or (C) the price per share equal to the market value per share of common stock of the same class or series determined pursuant to subdivision (1)(B) of this subsection, multiplied by the fraction of: (i) The highest per share price, including any brokerage commission, transfer taxes and soliciting dealers' fees, paid by the interested shareholder for any shares of common stock of the same class or series acquired by it within the two-year period immediately prior to the announcement date, over (ii) the market value per share of common stock of the same class or series on the first day in such two-year period on which the interested shareholder acquired any shares of common stock.

(2) The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by holders of shares of any class or series of outstanding stock other than common stock is at least equal to the highest of the following: (A) The highest per share price, including any brokerage commissions, transfer taxes and soliciting dealers' fees, paid by the interested shareholder for any shares of such class or series of stock acquired by it: (i) Within the two-year period immediately prior to the announcement date of the business combination; or (ii) in the transaction in which it became an interested shareholder, whichever is higher; or (B) the highest preferential amount per share to which the holders of shares of such class or series of stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation; or (C) the market value per share of such class or series of stock on the announcement date or on the determination date, whichever is higher; or (D) the price per share equal to the market value per share of such class or series of stock determined pursuant to subdivision (2)(C) of this subsection, multiplied by the fraction of: (i) The highest per share price, including any brokerage commissions, transfer taxes and soliciting dealers' fees, paid by the interested shareholder for any shares of any class or series of voting stock acquired by it within the two-year period immediately prior to the announcement date, over (ii) the market value per share of the same class or series of voting stock on the first day in such two-year period on which the interested shareholder acquired any shares of the same class or series of voting stock.

(3) The consideration to be received by holders of any class or series of outstanding stock is to be in cash or in the same form as the interested shareholder has previously paid for shares of the same class or series of stock. If the interested shareholder has paid for shares of any class or series of stock with varying forms of consideration, the form of consideration for such class or series of stock shall be either cash or the form used to acquire the largest number of shares of such class or series of stock previously acquired by it.

(4) (A) After the interested shareholder has become an interested shareholder and prior to the consummation of such business combination: (i) There shall have been no failure to declare and pay at the regular date therefor any full periodic dividends, whether or not cumulative, on any outstanding preferred stock of the corporation; (ii) there shall have been no reduction in the annual rate of dividends paid on any class or series of stock of the corporation that is not preferred stock, except as necessary to reflect any subdivision of the stock; and an increase in such annual rate of dividends as necessary to reflect any reclassification, including any reverse stock split, recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the stock; and (iii) the interested shareholder shall not have become the beneficial owner of any additional shares of stock of the corporation except as part of the transaction which resulted in such interested shareholder becoming an interested shareholder or by virtue of proportionate stock splits or stock dividends. (B) The provisions of subdivisions (4)(A)(i) and (4)(A)(ii) of this subsection do not apply if no interested shareholder or an affiliate or associate of the interested shareholder voted as a director of the corporation in a manner inconsistent with subdivisions (4)(A)(i) and (4)(A)(ii) and the interested shareholder, within ten days after any act or failure to act inconsistent with subdivisions (4)(A)(i) and (4)(A)(ii), notifies the board of directors of the corporation in writing that the interested shareholder disapproves thereof and requests in good faith that the board of directors rectify such act or failure to act.

(5) After the interested shareholder has become an interested shareholder, the interested shareholder shall not have received the benefit, directly or indirectly, except proportionately as a shareholder, of any loans, advances, guarantee, pledges or other financial assistance or any tax credits or other tax advantages provided by the corporation or any of its subsidiaries, whether in anticipation of or in connection with such business combination or otherwise.

(c) (1) Unless the certificate of incorporation provides otherwise, whether or not such business combinations are authorized or consummated in whole or in part after June 4, 1984, or after the interested shareholder became an interested shareholder, the requirements of section 33-841 do not apply to business combinations that specifically, generally, or generally by types, as to specifically identified or unidentified existing or future interested shareholders or their affiliates or associates, have been approved or exempted therefrom by resolution of the board of directors of the corporation: (A) Within two months after June 4, 1984, or such earlier date as may be irrevocably established by resolution of the board of directors; or (B) if involving transactions with a particular interested shareholder or its existing or future affiliates or associates, at any time prior to the time that the interested shareholder first became an interested shareholder; (2) unless by its terms a resolution adopted under this subsection is made irrevocable, it may be altered or repealed by the board of directors, but this shall not affect any business combinations that have been consummated, or are the subject of any existing agreement entered into, prior to the alteration or repeal.

(d) Unless the certificate of incorporation provides otherwise, the requirements of section 33-841 do not apply to any business combination of: (1) A corporation which is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; (2) a corporation whose original certificate of incorporation has a provision or whose shareholders adopt a certificate of incorporation amendment after June 4, 1984, by a vote of the holders of at least eighty per cent of the voting power of the outstanding shares of the voting stock of the corporation and the holders of at least two-thirds of the voting power of the outstanding shares of voting stock of the corporation other than voting stock held by interested shareholders of the corporation, or affiliates or associates of interested shareholders, expressly electing not to be governed by sections 33-840 to 33-842 , inclusive; or (3) an investment company registered under the Investment Company Act of 1940.

(e) A business combination involving a corporation that has a certificate of incorporation provision which provides that a business combination may be approved by an affirmative vote of a lesser proportion of the voting power of the outstanding shares of voting stock of the corporation than the proportion required by section 33-841 is subject to the voting requirements of said section unless one of the requirements or exemptions of subsection (b), (c) or (d) of this section have been met.
Conn. Gen. Stat. § 33-1096 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1096
Sec. 33-1096. Court-ordered meeting of directors.
Status: in_force

(b) The court may fix the time and place of the meeting, determine the directors entitled to participate in the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
Conn. Gen. Stat. § 33-1152 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1152
Sec. 33-1152. Bylaw increasing quorum or voting requirement for directors.
Status: repealed

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

(c) Action by the board of directors under subdivision (2) of subsection (a) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Conn. Gen. Stat. § 33-609 — Connecticut Code / Title 33 / Chapter 601 / Section 33-609
Sec. 33-609. 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 33-600 to 33-998 , 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. § 33-1334 — Connecticut Code / Title 33 / Chapter 603 / Section 33-1334
Sec. 33-1334. Registered public accounting firm prohibited from violating Section 10a(g) of Securities Exchange Act of 1934. Penalties.
Status: in_force

(b) Any registered public accounting firm that violates subsection (a) of this section shall be subject to the penalties that the State Board of Accountancy may impose under subsection (a) of section 20-281a for conduct described in subdivision (10) of subsection (a) of section 20-281a .
Conn. Gen. Stat. § 33-1172 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1172
Sec. 33-1172. Certificate of dissolution.
Status: in_force

(b) A corporation is dissolved upon the effective date of its certificate of dissolution.

(c) For the purposes of sections 33-1170 to 33-1193 , inclusive, “dissolved corporation” means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.
Conn. Gen. Stat. § 33-954 — Connecticut Code / Title 33 / Chapter 601 / Section 33-954
Sec. 33-954. Failure to file report. Incorrect report.
Status: in_force

(b) The Secretary of the State shall not accept for filing a report from a corporation until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a corporation does not conform to law, he may return it to the corporation for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the corporation shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the corporation shall be in default for failure to file two reports.
Conn. Gen. Stat. § 33-1203 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1203
Sec. 33-1203. Surrender of charter and reincorporation.
Status: in_force

(b) The board of directors and members entitled to vote thereon, if any, shall adopt a resolution to such effect and a certificate of incorporation complying with sections 33-1000 to 33-1290 , inclusive, both in the manner provided by section 33-1142 in the case of an amendment of a certificate of incorporation, except that the affirmative vote required shall be at least a majority of the voting power of the members of each class.

(c) A certificate setting forth such resolution and certificate of incorporation, and citing the act of the legislature by or under which such corporation was created, shall be executed and filed as provided in section 33-1144 in the case of an amendment.

(d) Reincorporation shall take effect as provided in section 33-1006 . Upon the effectiveness of such reincorporation, the corporation shall cease to be a specially chartered corporation, shall continue its corporate existence under sections 33-1000 to 33-1290 , inclusive, and shall in all respects be subject to and have the benefits of said sections.
Conn. Gen. Stat. § 33-661 — Connecticut Code / Title 33 / Chapter 601 / Section 33-661
Sec. 33-661. Change of registered office or registered agent.
Status: in_force

(b) If the street address of a registered agent's business office changes, he may change the street address of the registered office of any corporation for which he is the registered agent by delivering a signed written notice of the change to the corporation and delivering to the Secretary of the State for filing a signed statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
Conn. Gen. Stat. § 33-871 — Connecticut Code / Title 33 / Chapter 601 / Section 33-871
Sec. 33-871. Court action.
Status: in_force

(b) The corporation shall commence the proceeding in the superior court for the judicial district where a corporation's principal office or, if none, its registered office in this state is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the superior court for the judicial district where the principal office or registered office of the domestic corporation that merged with the foreign corporation was located at the time of the transaction.

(c) The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.

(e) Each shareholder made a party to the proceeding is entitled to judgment (1) for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares, or (2) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under section 33-867 .
Conn. Gen. Stat. § 33-1190 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1190
Sec. 33-1190. Decree of dissolution.
Status: in_force

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's activities and affairs in accordance with section 33-1174 and the notification of claimants in accordance with sections 33-1177 and 33-1178 .
Conn. Gen. Stat. § 33-1364 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1364
Sec. 33-1364. Availability of annual benefit report.
Status: in_force

(b) A benefit corporation shall post and maintain each annual benefit report on the public portion of its Internet web site, if any, except that the compensation paid to directors and any financial, confidential or proprietary information included in any benefit report may be omitted from the benefit report as posted.

(c) If a benefit corporation does not have an Internet web site, the benefit corporation shall provide a copy of such corporation's most recent benefit report, without charge, to any person who requests a copy, but the compensation paid to directors and any financial, confidential or proprietary information included in any benefit report may be omitted from such copy.
Conn. Gen. Stat. § 33-673 — Connecticut Code / Title 33 / Chapter 601 / Section 33-673
Sec. 33-673. Liability of shareholders.
Status: in_force

(b) Unless otherwise provided in the certificate of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.

Subsec. (b):

Although one might reasonably conclude that president of defendant corporation misapplied company assets to his personal use and inappropriately handled company finances, his actions did not warrant application of common-law exception to statutory protection against personal liability. 75 CA 27.
Conn. Gen. Stat. § 33-1063 — Connecticut Code / Title 33 / Chapter 602 / Section 33-1063
Sec. 33-1063. Court-ordered meeting.
Status: in_force

(b) Unless the bylaws require a meeting of members to be held at a place, the court may fix the time of the meeting and, if the meeting is to be held at a place, the place of the meeting, determine the members entitled to vote at the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting. The court may order the meeting to be held solely by means of remote communication in compliance with section 33-1069 , subject to such guidelines and procedures as the court may order, including implementation of the measures specified in subsection (b) of said section.
Conn. Gen. Stat. § 33-1352 — Connecticut Code / Title 33 / Chapter 604 / Section 33-1352
Sec. 33-1352. Construction of statutes.
Status: in_force

(b) The provisions of this section and sections 33-1353 to 33-1364 , inclusive, shall not create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. The provisions of this section and sections 33-1353 to 33-1364 , inclusive, shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.

(c) Except as otherwise provided in this section and sections 33-1353 to 33-1364 , inclusive, the provisions of chapter 601 shall be generally applicable to all benefit corporations. The specific provisions of this section and sections 33-1353 to 33-1364 , inclusive, shall control over the general provisions of chapter 601.

(d) A provision of the certificate of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede a provision of this section or sections 33-1353 to 33-1364 , inclusive.

(e) Nothing in this section or sections 33-1353 to 33-1364 , inclusive, shall (1) be construed as creating or granting to any person any contractual right to, or proprietary interest in, the income or assets of a benefit corporation by virtue of the fact that he or she may directly or indirectly benefit from the general public benefit or any specific public benefit of a benefit corporation, (2) be construed as imposing or creating a charitable use, interest or restriction on any property or assets of a benefit corporation, or (3) deprive the Attorney General of jurisdiction over a benefit corporation under any other applicable law.
Conn. Gen. Stat. § 33-185 — Connecticut Code / Title 33 / Chapter 595 / Section 33-185
Sec. 33-185. Business of association managed by board of directors.
Status: in_force

(b) On and after October 1, 2019, the business of the association shall be managed by a board of directors consisting of not fewer than three members of the association. The board of directors shall be elected annually by the member shareholders and shall hold office until a successor has been elected, except, when the bylaws of such association so prescribe, the board of directors may be divided into not more than three classes, one of which classes shall be elected annually, with each class to hold office for not more than six years. Such association may adopt bylaws concerning the appointment of other officers of the association and to implement the provisions of this section.
Conn. Gen. Stat. § 33-674 — Connecticut Code / Title 33 / Chapter 601 / Section 33-674
Sec. 33-674. Share dividends.
Status: in_force

(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the certificate of incorporation so authorizes, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued.

(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
Conn. Gen. Stat. § 33-887 — Connecticut Code / Title 33 / Chapter 601 / Section 33-887
Sec. 33-887. Unknown claims against dissolved corporation.
Status: in_force

(b) The notice shall: (1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if none in this state, its registered office, is or was last located; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice: (1) A claimant who was not given written notice under section 33-886 ; (2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(d) A claim that is not barred by subsection (c) of section 33-886 or subsection (c) of this section may be enforced under this section: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) except as provided in subsection (d) of section 33-887a , if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.

(e) Nothing in this section shall extend any applicable period of limitation.