reglab/housing_qa huggingface dataset:
CT Gen Stat § 33-1099 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1099 - Waiver of notice.

 (a) A director may waive any notice required by sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.(b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.(P.A. 96-256, S. 73, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1100 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1100 - Quorum and voting.

 (a) Unless the certificate of incorporation or bylaws require a greater number or unless otherwise specifically provided in sections 33-1116 to 33-1125, inclusive, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) a majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.(b) The certificate of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this section, but not less than two.(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws require the vote of a greater number of directors.(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) He objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.(P.A. 96-256, S. 74, 209; P.A. 97-246, S. 52, 99.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to add “or unless otherwise specifically provided in sections 33-1116 to 33-1125, inclusive,”, effective June 27, 1997.
CT Gen Stat § 33-1104 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1104 - General standards for directors.

 (a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation.(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.(P.A. 96-256, S. 76, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1105 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1105 - Liability for unlawful distribution.

 (a) A director who votes for or assents to a distribution made in violation of sections 33-1000 to 33-1290, inclusive, or the certificate of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating said sections or the certificate of incorporation if it is established that he did not perform his duties in compliance with section 33-1104 or 33-1178a. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.(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.(P.A. 96-256, S. 77, 209; P.A. 03-18, S. 38.)History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding reference to Sec. 33-1178a and amended Subsec. (c) by designating existing limitation period as Subdiv. (1) and Subpara. (A), adding Subparas. (B) and (C) barring liability of director under Subsec. (a) unless proceeding to enforce is commenced within three years after date as of which violation occurred as consequence of disregarding restriction in certificate of incorporation or on which distribution under Sec. 33-1178a was made, and adding Subdiv. (2) barring contribution or recoupment under Subsec. (b) unless commenced within one year after final adjudication of liability under Subsec. (a), effective July 1, 2003.
CT Gen Stat § 33-1106 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1106 - Liability for loans.

 Directors who vote for or assent to the making of a loan to an officer or to a director of a corporation, or any officer or officers participating in the making of such loan, which loan is neither made in the usual course of the corporation's affairs nor made primarily for a legitimate purpose of the corporation, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.(P.A. 96-256, S. 78, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1109 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1109 - Officers.

 (a) A corporation has the offices described in its bylaws. Officers shall be appointed or elected at such time and in such manner as may be prescribed by the bylaws and, in the absence of applicable bylaws, shall be elected by the directors.(b) An officer may appoint one or more officers if authorized by the bylaws or the board of directors.(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and members' meetings and for maintaining and authenticating the records of the corporation required to be kept under subsections (a) and (e) of section 33-1235.(d) The same individual may simultaneously hold more than one office in a corporation.(P.A. 96-256, S. 79, 209; P.A. 01-199, S. 40.)History: P.A. 96-256 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to provide that a corporation has the “offices”, rather than “officers”, described in its bylaws and provide that in the absence of bylaws officers shall be “elected”, rather than “appointed”, by the directors, amended Subsec. (b) to replace “A duly appointed officer” with “An officer” and delete provision re “assistant officers” and amended Subsec. (c) to replace “delegate” with “assign”, add provision re “maintaining” the records and specify that the corporate records to be maintained and authenticated are those required to be kept under Sec. 33-1235(a) and (e).
CT Gen Stat § 33-1110 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1110 - Functions of officers.

 Each officer has the authority and shall perform the functions set forth in the bylaws, or to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.(P.A. 96-256, S. 80, 209; P.A. 06-68, S. 18.)History: P.A. 96-256 effective January 1, 1997; P.A. 06-68 replaced references to “duties” with references to “functions”.
CT Gen Stat § 33-1111 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1111 - Standards of conduct for officers.

 (a) An officer with discretionary authority shall discharge his duties under that authority: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation.(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.(P.A. 96-256, S. 81, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1112 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1112 - Resignation and removal of officers.

 (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board of directors or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.(b) An officer may be removed at any time with or without cause by: (1) The board of directors; (2) the officer who appointed such officer, unless the bylaws provide otherwise; or (3) any other officer if authorized by the bylaws or the board of directors.(c) In this section, “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.(P.A. 96-256, S. 82, 209; P.A. 01-199, S. 41.)History: P.A. 96-256 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to replace “date” with “time” where appearing and add references to “the appointing officer” in provision re filling of a pending vacancy when a resignation is made effective at a later time, amended Subsec. (b) to rephrase provisions, designate as Subdiv. (1) provision re removal by the board of directors, add Subdiv. (2) re removal by the officer who appointed such officer and add Subdiv. (3) re removal by any other officer authorized by the bylaws or board of directors and added Subsec. (c) to define “appointing officer”.
CT Gen Stat § 33-1113 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1113 - Contract rights of officers.

 (a) The appointment of an officer does not itself create contract rights.(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.(P.A. 96-256, S. 83, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1118 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1118 - Mandatory indemnification.

 A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.(P.A. 96-256, S. 86, 209; P.A. 97-246, S. 56, 99.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 deleted provision that subjected the indemnification requirement to any limitation contained in the certificate of incorporation and made a technical change, effective June 27, 1997.
CT Gen Stat § 33-1120 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1120 - Court-ordered indemnification and advance for expenses.

 (a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall: (1) Order indemnification if it determines that the director is entitled to mandatory indemnification under section 33-1118; (2) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by subsection (a) of section 33-1124; or (3) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable (A) to indemnify the director or (B) to advance expenses to the director, even if he has not met the relevant standard of conduct set forth in subsection (a) of section 33-1117, failed to comply with section 33-1119 or was adjudged liable in a proceeding referred to in subdivision (1) or (2) of subsection (d) of section 33-1117, provided if he was adjudged so liable his indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.(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.(P.A. 96-256, S. 88, 209; P.A. 97-246, S. 58, 99.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 substantially revised section, including requiring, rather than authorizing, the court to order indemnification if it determines the director is so entitled and making section applicable to applications for an advance for expenses, effective June 27, 1997.
CT Gen Stat § 33-1121 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1121 - Determination and authorization of indemnification.

 (a) A corporation may not indemnify a director under section 33-1117 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in said section.(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.(P.A. 96-256, S. 89, 209; P.A. 97-246, S. 59, 99; P.A. 01-199, S. 42; P.A. 06-68, S. 21.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 substantially revised section, including amending Subsec. (b) to revise the manner for determining whether indemnification is permissible and amending Subsec. (c) to revise the manner for authorizing indemnification, effective June 27, 1997; P.A. 01-199 amended Subsec. (c) to add “or if the determination is made by special legal counsel”; P.A. 06-68 replaced references to “disinterested directors” with references to “qualified directors” and made technical changes throughout section.
CT Gen Stat § 33-1122 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1122 - Indemnification of and advance for expenses to officers, employees and agents.

 (a) A corporation may indemnify and advance expenses under sections 33-1116 to 33-1125, inclusive, to an officer, employee or agent of the corporation who is a party to a proceeding because he is an officer, employee or agent of the corporation (1) to the same extent as a director, and (2) if he is an officer, employee or agent but not a director, to such further extent, consistent with public policy, as may be provided by contract, the certificate of incorporation, the bylaws or a resolution of the board of directors. A corporation may delegate to its general counsel or other specified officer or officers the ability under this subsection to determine that indemnification or advance for expenses to such officer, employee or agent is permissible and the ability to authorize payment of such indemnification or advance for expenses. Nothing in this subdivision shall in any way limit either the ability or the obligation of a corporation to indemnify and advance expenses under other applicable law to any officer, employee or agent who is not a director.(b) The provisions of subdivision (2) of subsection (a) of this section shall apply to an officer, employee or agent who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer, employee or agent.(c) An officer, employee or agent of a corporation who is not a director is entitled to mandatory indemnification under section 33-1118 and may apply to a court under section 33-1120 for indemnification or advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under said sections.(d) A corporation which was incorporated under the laws of this state, whether under chapter 600 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify under sections 33-1116 to 33-1125, inclusive, except subdivision (2) of subsection (a) of section 33-1117, each officer, employee or agent of the corporation who is not a director to the same extent as the corporation is permitted to provide the same to a director pursuant to subdivision (1) of subsection (a) and subsections (b), (c) and (d) of section 33-1117, as limited by section 33-1121, and for this purpose the determination required by section 33-1121 may in addition be made by the general counsel of the corporation, or such other or additional officer or officers as the board of directors may specify.(P.A. 96-256, S. 90, 209; P.A. 97-246, S. 60, 99.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 substantially revised section, effective June 27, 1997.
CT Gen Stat § 33-1123 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1123 - Insurance.

 A corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the corporation would have power to indemnify or advance expenses to him against the same liability under sections 33-1116 to 33-1125, inclusive.(P.A. 96-256, S. 91, 209; P.A. 97-246, S. 61, 99.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 revised and rephrased section, including adding reference to the corporation's power to advance expenses to an individual and replacing the reference to “section 33-1117 or 33-1118” with “sections 33-1116 to 33-1125, inclusive,” effective June 27, 1997.