reglab/housing_qa huggingface dataset:
CT Gen Stat § 33-796 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-796 - Amendment by board of directors.

 Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without shareholder approval: (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) if the corporation has only one class of shares outstanding (A) to change each issued and unissued authorized share of the class into a greater number of whole shares of such class, or (B) to increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend; (5) to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “Societa per Azioni” or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, “S.p.A.” or “ltd.”, for a similar word or abbreviation in the name or by adding, deleting or changing a geographical attribution for the name; (6) to reflect a reduction in authorized shares, as a result of the operation of subsection (b) of section 33-684, when the corporation has acquired its own shares and the certificate of incorporation prohibits the reissue of the acquired shares; (7) to delete a class of shares from the certificate of incorporation, as a result of the operation of subsection (b) of section 33-684, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the certificate of incorporation prohibits the reissue of the acquired shares; or (8) to make any other change expressly permitted by sections 33-600 to 33-998, inclusive, to be made without shareholder approval.(P.A. 94-186, S. 121, 215; P.A. 96-271, S. 85, 254; P.A. 03-18, S. 9.)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; P.A. 03-18 deleted reference to adoption of “one or more” amendments, replaced references to shareholder “action” with shareholder “approval”, amended Subdiv. (4) to designate existing provisions as Subpara. (A), make technical changes and add Subpara. (B) re increase in authorized shares to permit issuance of share dividend, added new Subdiv. (6) re reduction in authorized shares as a result of the operation of Sec. 33-684(b), added Subdiv. (7) re deletion of a class of shares as a result of the operation of Sec. 33-684(b), and redesignated existing Subdiv. (6) as Subdiv. (8), effective July 1, 2003.
CT Gen Stat § 33-799 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-799 - Amendment before issuance of shares.

 If a corporation has not yet issued shares, its board of directors, or the incorporators if it has no board of directors, may adopt one or more amendments to the corporation's certificate of incorporation.(P.A. 94-186, S. 124, 215; P.A. 96-271, S. 90, 254; P.A. 03-18, S. 12.)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. 03-18 replaced “incorporators or board of directors” with “board of directors, or the incorporators if it has no board of directors”, effective July 1, 2003.
CT Gen Stat § 33-800 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-800 - Certificate of amendment.

 After an amendment to the certificate of incorporation has been adopted and approved in the manner required by sections 33-600 to 33-998, 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, or the information required by subsection (l) of section 33-608; (3) if an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the certificate of amendment in accordance with subsection (l) of section 33-608; (4) the date of each amendment's adoption; (5) if an amendment (A) was adopted by the incorporators or board of directors without shareholder 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 shareholder approval was not required, or (B) required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation; and (6) if an amendment is being filed pursuant to subsection (l) of section 33-608, a statement to that effect.(P.A. 94-186, S. 125, 215; P.A. 96-271, S. 91, 254; P.A. 03-18, S. 13; 03-158, S. 9.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation and “articles” of amendment with “certificate” of amendment, effective January 1, 1997; P.A. 03-18 replaced provision re corporation amending its certificate of incorporation with provision re after an amendment to the certificate of incorporation has been adopted and approved, amended Subdiv. (5) by replacing former provisions with provisions re statement if amendment was adopted without shareholder approval and re statement if amendment required shareholder approval, deleted former Subdiv. (6) re amendment approved by shareholders and made technical changes, effective July 1, 2003; P.A. 03-158 added provisions re information required by Sec. 33-608(l) in Subdiv. (2), added provisions re facts objectively ascertainable in accordance with Sec. 33-608(l) and made technical changes in Subdiv. (3), and added new Subdiv. (6) re amendment filed pursuant to Sec. 33-608(l).
CT Gen Stat § 33-801 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-801 - Restated certificate of incorporation.

 (a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without shareholder approval, to consolidate all amendments to the certificate of incorporation into a single document.(b) If the restated certificate of incorporation includes one or more new amendments that require shareholder approval, the new amendments must be adopted and approved as provided in section 33-797.(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 (1) a statement that the restated certificate of incorporation consolidates all amendments into a single document, and (2) if a new amendment is included in the restated certificate of incorporation, the statement required under section 33-800.(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. 94-186, S. 126, 215; P.A. 96-271, S. 92, 254; P.A. 97-246, S. 22, 23, 99; P.A. 03-18, S. 14.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing and amended Subsec. (d) to replace “articles” of restatement with “certificate” of restatement, effective January 1, 1997; P.A. 97-246 amended Subsecs. (d) and (f) to replace “certificate” with “statement”, effective June 27, 1997; P.A. 03-18 amended Subsec. (a) by replacing “action” with “approval” and adding provision re consolidation of all amendments to the certificate of incorporation into a single document, amended Subsec. (b) by replacing provisions re inclusion in the restatement of one or more amendments to the certificate of incorporation and re inclusion of amendment requiring shareholder approval with provision re adoption and approval of one or more new amendments that require shareholder approval and are included in the restated certificate of incorporation, deleted former Subsec. (c) re notice to shareholders, redesignated existing Subsecs. (d) to (f) as new Subsecs. (c) to (e), amended Subsec. (c) by making a technical change, deleting former Subdivs. (1) and (2) and adding new Subdivs. (1) and (2) re statement that restated certificate of incorporation consolidates all amendments into a single document and re statement required under Sec. 33-800, and amended Subsec. (e) by making a technical change, effective July 1, 2003.
CT Gen Stat § 33-802 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-802 - Amendment pursuant to reorganization.

 (a) A corporation's certificate of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a law of the United States.(b) The individual or individuals designated by the court shall deliver to the Secretary of the State for filing a certificate of amendment setting forth: (1) The name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the certificate of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal statute.(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.(P.A. 94-186, S. 127, 215; P.A. 96-271, S. 93, 94, 254; P.A. 03-18, 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 and amended Subsec. (b) to replace “articles” of amendment with “certificate” of amendment, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by deleting provision re amendment without board or shareholder action if the certificate of incorporation after amendment contains only provisions required or permitted by Sec. 33-636 and replacing “federal statute” with “a law of the United States”, amended Subsec. (b) by replacing “federal law” with “federal statute”, deleted former Subsec. (c) re dissenters' rights and redesignated existing Subsec. (d) as new Subsec. (c), effective July 1, 2003.
CT Gen Stat § 33-803 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-803 - Effect of amendment.

 An amendment to the 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 shareholders 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. 94-186, S. 128, 215; P.A. 96-271, S. 95, 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 § 33-806 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-806 - Amendment by shareholders or board of directors.

 (a) A corporation's shareholders may amend or repeal the corporation's bylaws.(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.(P.A. 94-186, S. 129, 215; P.A. 96-271, S. 96, 254; P.A. 03-18, S. 16; P.A. 09-55, S. 16; P.A. 12-32, 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, effective January 1, 1997; P.A. 03-18 added new Subsec. (a) re shareholder amendment or repeal of bylaws, redesignated existing Subsec. (a) as new Subsec. (b) and amended same by deleting reference to Secs. 33-600 to 33-998, adding references to Sec. 33-808, adopting a bylaw and reinstating a bylaw and making technical changes, and deleted former Subsec. (b) re shareholder amendment or repeal of bylaws, effective July 1, 2003; P.A. 09-55 amended Subsec. (b) to add in Subdiv. (1) “or, if applicable, section 33-809”, to replace in Subdiv. (2) “a particular bylaw” with “a bylaw” and to make technical changes; P.A. 12-32 amended Subsec. (b)(2) to add exception to Sec. 33-640(d).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.
CT Gen Stat § 33-807 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-807 - Bylaw increasing quorum or voting requirement for shareholders.

 (a) If authorized by the certificate of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders or voting groups of shareholders than is required by sections 33-600 to 33-998, inclusive. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups 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 shareholders under subsection (a) of this section may not be adopted, amended or repealed by the board of directors.(P.A. 94-186, S. 130, 215; P.A. 96-271, S. 97, 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 § 33-808 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-808 - 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 shareholders, only by the shareholders; (2) if originally adopted by the board of directors, either by the shareholders or by the board of directors.(b) A bylaw adopted or amended by the shareholders 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 shareholders 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. 94-186, S. 131, 215.)History: P.A. 94-186 effective January 1, 1997.
CT Gen Stat § 33-809 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-809 - Bylaw provisions relating to the election of directors.

 (a) Unless the certificate of incorporation specifically prohibits the adoption of a bylaw pursuant to this section, alters the vote specified in subsection (a) of section 33-712 or provides for cumulative voting, a public corporation may elect in its bylaws to be governed in the election of directors as follows:(1) Each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes;(2) To be elected, a nominee must have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of (A) ninety days from the date on which the voting results are determined pursuant to subdivision (5) of subsection (b) of section 33-713, or (B) the date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board to which section 33-744 applies. Subject to subdivision (3) of this subsection, a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the ninety-day period specified in subparagraph (A) of this subdivision; and(3) The board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.(b) Subsection (a) of this section does not apply to an election of directors by a voting group if (1) at the expiration of the time fixed under a provision requiring advance notification of director candidates, or (2) absent such a provision, at a time fixed by the board of directors which is not more than fourteen days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the board of directors determines before the notice of meeting is given that such individual's candidacy does not create a bona fide election contest.(c) A bylaw electing to be governed by this section may be repealed:(1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or(2) If adopted by the board of directors, by the board of directors or the shareholders.(P.A. 09-55, S. 13.)
CT Gen Stat § 33-814 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-814 - Definitions.

 As used in this section and sections 33-815 to 33-821a, inclusive:(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.(P.A. 03-18, S. 17; P.A. 17-108, S. 22.)History: P.A. 03-18 effective July 1, 2003; P.A. 17-108 added new Subdivs. (1) and (2) defining “acquired corporation” and “acquiring corporation”, respectively, redesignated existing Subdiv. (1) as Subdiv. (3), deleted former Subdiv. (2) defining “merger”, redesignated existing Subdivs. (3) to (6) as Subdivs. (4) to (7) and deleted former Subdiv. (7) defining “share exchange”.
CT Gen Stat § 33-818 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-818 - Merger of subsidiary.

 (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety per cent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless (1) the certificate of incorporation of any of the corporations otherwise provides, and (2) in the case of a foreign subsidiary, approval by the foreign subsidiary's board of directors or shareholders is required by the law under which the subsidiary is organized.(b) If under subsection (a) of this section approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.(c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of sections 33-815 to 33-829, inclusive, applicable to mergers generally.(P.A. 94-186, S. 135, 215; P.A. 96-271, S. 104, 105, 254; P.A. 03-18, S. 21; P.A. 09-55, S. 28.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of merger with “certificate” of merger and “articles” of incorporation with “certificate” of incorporation where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re merger of domestic or foreign subsidiary corporation with domestic parent corporation or another subsidiary, deleted former Subsecs. (b), (c), (d) and (e) re plan and certificate of merger, added new Subsec. (b) re notice to subsidiary's shareholders and added new Subsec. (c) re applicable law, effective July 1, 2003; P.A. 09-55 amended Subsec. (a) to authorize merger “without the approval of the board of directors or shareholders of the subsidiary” and delete in Subdiv. (2) exception re when approval of merger by foreign subsidiary's board of directors or shareholders is required by the law by which subsidiary is governed, and amended Subsec. (b) to make a technical change.
CT Gen Stat § 33-821 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-821 - Merger or share exchange with foreign corporation.

 Section 33-821 is repealed, effective July 1, 2003.(P.A. 94-186, S. 138, 215; P.A. 97-246, S. 24, 99; P.A. 03-18, S. 76.)