reglab/housing_qa huggingface dataset:
CT Gen Stat § 33-721 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-721 - Standing.

 A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and (2) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.(P.A. 94-186, S. 76, 215.)History: P.A. 94-186 effective January 1, 1997.Defendant who is no longer a shareholder in the corporation cannot maintain a derivative action on its behalf. 104 CA 810.
CT Gen Stat § 33-722 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-722 - Demand.

 No shareholder may commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and (2) ninety days have expired from the date delivery of the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.(P.A. 94-186, S. 77, 215; P.A. 11-147, S. 16.)History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 amended Subdiv. (2) to replace “the date the demand was made” with “the date delivery of the demand was made”.
CT Gen Stat § 33-723 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-723 - Stay of proceedings.

 If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.(P.A. 94-186, S. 78, 215.)History: P.A. 94-186 effective January 1, 1997.
CT Gen Stat § 33-725 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-725 - Discontinuance or settlement.

 A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.(P.A. 94-186, S. 80, 215.)History: P.A. 94-186 effective January 1, 1997.
CT Gen Stat § 33-726 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-726 - Payment of expenses.

 On termination of the derivative proceeding the court may:(1) Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;(2) Order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or(3) Order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.(P.A. 94-186, S. 81, 215; P.A. 96-271, S. 60, 254; P.A. 09-55, S. 18.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “counsel” fees with “attorney's” fees where appearing, effective January 1, 1997; P.A. 09-55 replaced “reasonable expenses, including attorney's fees” with “expenses” throughout and made a technical change in Subdiv. (3).
CT Gen Stat § 33-727 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-727 - Applicability to foreign corporations.

 In any derivative proceeding in the right of a foreign corporation, the matters covered by sections 33-720 to 33-727, inclusive, shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 33-723, 33-725 and 33-726.(P.A. 94-186, S. 82, 215.)History: P.A. 94-186 effective January 1, 1997.
CT Gen Stat § 33-735 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-735 - Requirements for and duties of board of directors.

 (a) Except as provided in section 33-717, each corporation shall have a board of directors.(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the certificate of incorporation or in an agreement authorized under section 33-717.(P.A. 94-186, S. 83, 215; P.A. 96-271, S. 61, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997.
CT Gen Stat § 33-736 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-736 - Qualifications for directors or nominees for directors.

 (a) The certificate of incorporation or bylaws may prescribe qualifications for directors or nominees for directors. Qualifications for directors or nominees for directors shall be lawful and reasonable as applied to the corporation.(b) A requirement that is based on a past, current or prospective action, or expression of an opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this section; except that a qualification may include not being or having been subject to specified criminal, civil or regulatory sanctions or not having been removed as a director by judicial action or for cause.(c) A director need not be a resident of this state or a shareholder of the corporation unless the certificate of incorporation or bylaws so prescribe.(d) A qualification for nomination for director prescribed before a person's nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person's nomination shall not apply to such person with respect to such nomination.(e) A qualification for director prescribed before the start of a director's term may apply only at the time an individual becomes a director or may apply during a director's term. A qualification prescribed during a director's term shall not apply to that director before the end of that term.(P.A. 94-186, S. 84, 215; P.A. 96-271, S. 62, 254; P.A. 15-48, S. 4.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 15-48 replaced former provisions re certificate of incorporation or bylaws prescribing qualifications for directors with Subsecs. (a) to (e) re certificate of incorporation or bylaws prescribing qualifications for directors or nominees for directors.
CT Gen Stat § 33-737 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-737 - Number and election of directors.

 (a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws.(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.(P.A. 94-186, S. 85, 215; P.A. 96-271, S. 63, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing, effective January 1, 1997.See Sec. 33-809 re bylaw provisions re election of directors.
CT Gen Stat § 33-738 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-738 - Election of directors by certain classes of shareholders.

 If the certificate of incorporation authorizes dividing the shares into classes, the certificate may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.(P.A. 94-186, S. 86, 215; P.A. 96-271, S. 64, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997.
CT Gen Stat § 33-739 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-739 - Terms of directors generally.

 (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.(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.(P.A. 94-186, S. 87, 215; P.A. 09-55, S. 12.)History: P.A. 94-186 effective January 1, 1997; P.A. 09-55 amended Subsec. (b) to add provision re expiration of staggered terms “at the applicable second, third, fourth or fifth” annual shareholders' meeting following director's election and add exception re bylaw or certificate of incorporation provision and amended Subsec. (e) to add exception re certificate of incorporation or bylaw provision and make technical changes.
CT Gen Stat § 33-740 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-740 - Staggered terms for directors.

 The certificate of incorporation may provide for staggering the terms of directors by dividing the total number of directors into up to five groups, with each group containing approximately the same percentage of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, the terms of the third group, if any, expire at the third annual shareholders' meeting after their election, the terms of the fourth group, if any, expire at the fourth annual shareholders' meeting after their election and the terms of the fifth group, if any, expire at the fifth annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years, three years, four years or five years, as the case may be, to succeed those whose terms expire.(P.A. 94-186, S. 88, 215; P.A. 96-271, S. 65, 254; P.A. 01-199, S. 8.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 01-199 deleted Subsec. (b) that made section applicable to a corporation with cumulative voting only if there are at least three directors in each group.
CT Gen Stat § 33-741 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-741 - Resignation of directors.

 (a) A director may resign at any time by delivering a written resignation to the board of directors or its chairperson or to the secretary of the corporation.(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.(P.A. 94-186, S. 89, 215; P.A. 97-246, S. 84, 99; P.A. 09-55, S. 14.)History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to make technical changes, effective June 27, 1997; P.A. 09-55 amended Subsec. (a) to replace “written notice” with “a written resignation”, replace “chairman of the board of directors” with “its chairperson” and replace “the corporation” with “the secretary of the corporation” and amended Subsec. (b) to replace “notice” with “resignation”, add exception to resignation being effective upon delivery if resignation specifies “an effective date determined upon the happening of an event or events” and add provision re irrevocability of resignation conditioned upon failing to receive specified vote.
CT Gen Stat § 33-742 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-742 - Removal of directors by shareholders.

 (a) The shareholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause.(b) If a director is elected by a voting group of shareholders only the shareholders of that voting group may participate in the vote to remove him.(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.(P.A. 94-186, S. 90, 215; P.A. 96-271, S. 66, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997.
CT Gen Stat § 33-743 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-743 - Removal of directors by judicial proceeding.

 (a) The superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced either by or in the right of the corporation if the court finds that (1) the director engaged in fraudulent or dishonest conduct with respect to the corporation or its shareholders, grossly abused the position of director or intentionally inflicted harm on the corporation, and (2) considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of sections 33-720 to 33-727, inclusive, except subdivision (1) of section 33-721.(c) The court, in addition to removing a director, may bar the director from reelection for a period prescribed by the court.(d) Nothing in this section limits the equitable powers of the court to order other relief.(P.A. 94-186, S. 91, 215; P.A. 03-18, S. 6.)History: P.A. 94-186 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding provision re proceeding commenced in the right of the corporation, deleting provision re shareholders holding at least 10% of the outstanding shares of any class, replacing in Subdiv. (1) provision re gross abuse of authority or discretion with provisions re fraudulent or dishonest conduct with respect to shareholders, gross abuse of position of director and intentional infliction of harm on the corporation, and adding in Subdiv. (2) provision re consideration of director's course of conduct and inadequacy of other available remedies in finding that removal would be in the best interest of the corporation, added new Subsec. (b) re shareholder proceeding on behalf of the corporation, redesignated existing Subsec. (b) as new Subsec. (c), replacing “that removes” with “in addition to removing” and making technical changes therein, deleted former Subsec. (c) re corporation as party defendant in shareholder proceeding, and added Subsec. (d) re equitable powers of court to order other relief, effective July 1, 2003.
CT Gen Stat § 33-744 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-744 - Vacancy on board of directors.

 (a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 33-741 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.(P.A. 94-186, S. 92, 215; P.A. 96-271, S. 67, 254; P.A. 09-55, S. 15.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 09-55 amended Subsec. (b) to add “only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors”.
CT Gen Stat § 33-745 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-745 - Compensation of directors.

 Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors may fix the compensation of directors.(P.A. 94-186, S. 93, 215; P.A. 96-271, S. 68, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation and “bylaws” with “a bylaw”, effective January 1, 1997.
CT Gen Stat § 33-748 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-748 - Meetings.

 (a) The board of directors may hold regular or special meetings in or out of this state.(b) Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.(P.A. 94-186, S. 94, 215; P.A. 96-271, S. 69, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace “articles” of incorporation with “certificate” of incorporation and “bylaws” with “a bylaw”, effective January 1, 1997.
CT Gen Stat § 33-749 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-749 - Action without meeting.

 (a) Except to the extent that the certificate of incorporation or bylaws specifically require that action by the board of directors be taken only at a meeting, action required or permitted by sections 33-600 to 33-998, inclusive, to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action taken or to be taken and delivers it to the corporation.(b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.(P.A. 94-186, S. 95, 215; P.A. 96-271, S. 70, 254; P.A. 01-199, S. 9.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation and “bylaws” with “a bylaw”, effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions, delete requirement that action be taken “by all members of the board”, delete requirement that consents be “included in the minutes or filed with the corporate records reflecting the action taken”, require that each consent describe the action taken “or to be taken” and require that each consent be delivered to the corporation, amended Subsec. (b) to replace provision that action taken without a meeting “is effective when the last director signs the consent, unless the consent specifies a different effective date” with provisions that such action “is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation” and that consent “may specify the time at which the action taken thereunder is to be effective” and authorize a consent to be withdrawn by a revocation signed by the director and delivered to the corporation prior to the delivery of unrevoked written consents signed by all the directors and amended Subsec. (c) to replace provision that a consent “has the effect of a meeting vote” with “has the effect of action taken at a meeting of the board of directors”.