reglab/housing_qa huggingface dataset:
CT Gen Stat § 33-1124 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1124 - Variation by corporate action.

 (a) A corporation may, by a provision in its certificate of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 33-1117 or advance funds to pay for or reimburse expenses in accordance with section 33-1119. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of section 33-1119 and subsection (c) of section 33-1121. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 33-1119 to the fullest extent permitted by law, unless the provision specifically provides otherwise.(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.(P.A. 96-256, S. 92, 209; P.A. 97-246, S. 62, 99; P.A. 01-199, S. 43.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 substantially revised section, including adding new Subsec. (b) re limitation on indemnification of or advance for expenses to a director of a predecessor of the corporation, adding new Subsec. (c) authorizing a corporation in its certificate of incorporation to limit statutory rights of indemnification and advance for expenses and designating former Subsec. (b) as Subsec. (d), effective June 27, 1997; P.A. 01-199 amended Subsec. (a) to make a technical change and add provision that obligatory provision shall be deemed to satisfy the requirements for authorization in Sec. 33-1119(c) and Sec. 33-1121(c).
CT Gen Stat § 33-1125 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1125 - Exclusivity of provisions.

 A corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by sections 33-1116 to 33-1124, inclusive.(P.A. 97-246, S. 63, 99.)History: P.A. 97-246 effective June 27, 1997.
CT Gen Stat § 33-1128 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1128 - Judicial action.

 (a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a member or director or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.(b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a member or director or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if: (1) Directors' action respecting the transaction was taken in compliance with section 33-1129 at any time; (2) members' action respecting the transaction was taken in compliance with section 33-1130 at any time; or (3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.(P.A. 96-256, S. 94, 209; P.A. 06-68, S. 23.)History: P.A. 96-256 effective January 1, 1997; P.A. 06-68 amended Subsec. (a) by replacing former provisions with revised language re transaction that is not a director's conflicting interest transaction and amended Subsec. (b) by replacing “enjoined, set aside” with “the subject of equitable relief”, inserting “against a director of the corporation”, replacing provision re personal, economic or other association of director with “on the ground that the director”, replacing “interest in the transaction” with “interest respecting the transaction” and “time of commitment” with “relevant time” and making technical changes.
CT Gen Stat § 33-1131 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1131 - Taking advantage of a business opportunity.

 (a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the opportunity the director brings it to the attention of the corporation and: (1) Directors' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in section 33-1129 as if the decision being made concerned a director's conflicting interest transaction; or (2) members' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in section 33-1130 as if the decision being made concerned a director's conflicting interest transaction; except that, rather than making required disclosure, as defined in section 33-1127, in each case the director shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director.(b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) of this section before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.(P.A. 06-68, S. 26.)
CT Gen Stat § 33-1140 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1140 - Authority to amend.

 (a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation or to delete a provision not required in the certificate of incorporation. Whether a provision is required or permitted in the certificate of incorporation is determined as of the effective date of the amendment.(b) A member of the corporation does not have a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, purpose or duration of the corporation.(P.A. 96-256, S. 97, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1141 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1141 - Certain amendments by board of directors.

 Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's certificate of incorporation without member action: (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) to delete the names and addresses of the initial directors; (3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of the State; (4) to change the corporate name by substituting the word “corporation”, “incorporated” or “company”, or the abbreviation “corp.”, “inc.” or “co.”, for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or (5) to make any other change expressly permitted by sections 33-1000 to 33-1290, inclusive, to be made without member action.(P.A. 96-256, S. 98, 209; June 12 Sp. Sess. P.A. 12-2, S. 72.)History: P.A. 96-256 effective January 1, 1997; June 12 Sp. Sess. P.A. 12-2 made a technical change.
CT Gen Stat § 33-1143 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1143 - Amendments by incorporators.

 If a corporation has no members entitled to vote on the proposed amendment to the certificate of incorporation, the incorporators may, at any time and from time to time, before the corporation has directors amend the certificate of incorporation by resolution adopted by a vote of at least two-thirds of the incorporators.(P.A. 96-256, S. 100, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1144 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1144 - Certificate of amendment.

 After an amendment to the certificate of incorporation has been adopted and approved in the manner required by sections 33-1140 to 33-1147, inclusive, and by the certificate of incorporation, the corporation shall deliver to the Secretary of the State for filing a certificate of amendment, that shall set forth: (1) The name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment's adoption; and (4) if the amendment (A) was adopted by the incorporators or the board of directors without member approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that member approval was not required, or (B) required approval by the members, a statement that the amendment was duly approved by the members in the manner required by sections 33-1140 to 33-1147, inclusive, and by the certificate of incorporation.(P.A. 96-256, S. 101, 209; 03-18, S. 40.)History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 replaced provision re a corporation amending its certificate of incorporation with provision re after an amendment to the certificate of incorporation has been adopted and approved, amended Subdiv. (4) by replacing former provisions with new Subpara. (A) re amendment adopted without member approval and new Subpara. (B) re amendment that required member approval, deleted former Subdiv. (5) re amendment that required member approval, and made technical changes, effective July 1, 2003.
CT Gen Stat § 33-1145 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1145 - Restated certificate of incorporation.

 (a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without member approval, to consolidate all amendments into a single document.(b) If the restated certificate includes one or more new amendments that require member approval, the new amendments must be adopted and approved as provided in section 33-1142. If the restatement includes a new amendment which does not require member approval, the new amendment must be adopted as provided in section 33-1141 or 33-1143, as the case may be.(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with a statement which states that the restated certificate consolidates all amendments into a single document and, if a new amendment is included in the restated certificate, which also includes the statement required under section 33-1144.(d) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.(e) The Secretary of the State may certify a restated certificate of incorporation, as the certificate of incorporation currently in effect, without including the statement information required by subsection (c) of this section.(P.A. 96-256, S. 102, 209; P.A. 97-246, S. 65, 66, 99; P.A. 03-18, S. 41.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (d) to replace “together with a certificate” with “together with a statement” and specify in Subdiv. (2) that the certificate referred to is the certificate “of incorporation”, and amended Subsec. (f) to replace “certificate information” with “statement information”, effective June 27, 1997; P.A. 03-18 amended Subsec. (a) by replacing “member action” with “member approval”, adding provision re consolidation of all amendments into a single document and making a technical change, amended Subsec. (b) by making technical changes and replacing provisions re inclusion of one or more amendments to the certificate and adoption if restatement includes an amendment requiring member approval with provision re adoption and approval of one or more new amendments included in restated certificate that require member approval, amended Subsec. (c) by replacing former provisions with provisions re filing of certificate of restatement, deleted former Subsec. (d) re filing of certificate of restatement, redesignated existing Subsecs. (e) and (f) as new Subsecs. (d) and (e) and made a technical change in Subsec. (e), effective July 1, 2003.
CT Gen Stat § 33-1146 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1146 - Amendment pursuant to reorganization.

 (a) A corporation's certificate of incorporation may be amended without action by the board of directors or the members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the certificate of incorporation after amendment contains only provisions required or permitted by section 33-1026.(b) The individual or individuals designated by the court shall deliver to the Secretary of the State for filing a certificate of amendment setting forth: (1) The name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the certificate of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal law.(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.(P.A. 96-256, S. 103, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1147 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1147 - Effect of amendment.

 An amendment to a certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.(P.A. 96-256, S. 104, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1150 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1150 - Amendment by board of directors or members.

 (a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The certificate of incorporation or sections 33-1000 to 33-1290, inclusive, reserve this power exclusively to the members in whole or in part; or (2) the members in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.(b) If a corporation has members who have the right under the certificate of incorporation to vote on amendments to the corporation's bylaws, such members may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.(P.A. 96-256, S. 105, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1151 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1151 - Bylaw increasing quorum or voting requirement for members.

 (a) If authorized by the certificate of incorporation, the members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members or classes of members than is required by sections 33-1000 to 33-1290, inclusive. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum requirement for members must meet the same quorum requirement and be adopted by the same vote and classes of members required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.(b) A bylaw that fixes a greater quorum or voting requirement for members under subsection (a) of this section may not be adopted, amended or repealed by the board of directors.(P.A. 96-256, S. 106, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1152 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1152 - Bylaw increasing quorum or voting requirement for directors.

 (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally adopted by the members, only by the members; (2) if originally adopted by the board of directors, either by the members or by the board of directors.(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.(P.A. 96-256, S. 107, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1157 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1157 - Certificate of merger.

 (a) After a plan of merger has been adopted and approved as required by sections 33-1000 to 33-1290, inclusive, a certificate of merger shall be executed on behalf of each party to the merger by any officer or other duly authorized representative of such party. The certificate of merger shall set forth: (1) The names of the parties to the merger; (2) the name of the corporation that will be the survivor of the merger; (3) the date on which the merger is to be effective; (4) if the certificate of incorporation of the survivor of the merger is amended, or if a new corporation is created as a result of the merger, the amendments to the survivor's certificate of incorporation or the certificate of incorporation of the new corporation; (5) if the plan of merger required approval by the members of the corporation, a statement that the plan was duly approved by the members and, if voting by any separate class of members was required, by each such separate class of members, in the manner required by sections 33-1000 to 33-1290, inclusive, and the certificate of incorporation; and (6) if the plan of merger did not require approval by the members of the corporation, a statement to that effect.(b) The certificate of merger shall be delivered to the Secretary of the State for filing by the survivor of the merger and shall take effect on the effective date of the merger.(P.A. 96-256, S. 110, 209; P.A. 03-18, S. 44.)History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re execution and contents of certificate of merger and amended Subsec. (b) by replacing former provisions with provisions re filing and effective date of certificate of merger, effective July 1, 2003.
CT Gen Stat § 33-1158 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1158 - Effect of merger.

 When a merger becomes effective:(1) The corporation that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be;(2) The separate existence of every corporation that is merged into the survivor ceases;(3) All liabilities of each corporation that is merged into the survivor are vested in the survivor;(4) All property owned by, and every contract right possessed by, each corporation that merges into the survivor is vested in the survivor without reversion or impairment;(5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;(6) The certificate of incorporation of the survivor is amended to the extent provided in the plan of merger;(7) The certificate of incorporation of a survivor that is created by the merger becomes effective;(8) The memberships, if any, of each corporation which is a party to the merger that are to be converted into memberships of the survivor are converted, and the former members in such membership classes are entitled only to the designation, qualifications, privileges and rights of the class of members to which they are converted, as provided in the certificate of incorporation of the survivor as the same may be amended by the plan of merger; and(9) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger, to or for the benefit of any of the merging corporations shall inure to the benefit of the survivor, and so far as is necessary for that purpose, the existence of each merging corporation shall be deemed to continue in and through the survivor.(P.A. 96-256, S. 111, 209; P.A. 03-18, S. 45.)History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 replaced “takes effect” with “becomes effective”, amended Subdivs. (1) to (4) by replacing former provisions with new provisions re effect of merger, added new Subdivs. (5) and (7) re substitution of name of survivor and effectiveness of certificate of incorporation of survivor, redesignated existing Subdivs. (5), (6) and (7) as Subdivs. (6), (8) and (9), and replaced “surviving corporation” with “survivor” and made technical changes throughout, effective July 1, 2003.
CT Gen Stat § 33-1159 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1159 - Merger with foreign corporation.

 Section 33-1159 is repealed, effective July 1, 2003.(P.A. 96-256, S. 112, 209; P.A. 97-246, S. 68, 99; P.A. 03-18, S. 76.)