reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-752. - Quorum and voting.

(a) Unless the certificate of incorporation or a bylaw requires a greater number or unless otherwise specifically provided in sections 33-770 to 33-779, 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.
(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 the certificate of incorporation or a bylaw requires 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. 94-186, S. 98, 215; P.A. 96-271, S. 73, 254; P.A. 97-246, S. 11, 99.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing, replaced “bylaws” with “a bylaw” in Subsecs. (a) and (c) and made technical changes, effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to add “or unless otherwise specifically provided in sections 33-770 to 33-779, inclusive,”, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-763. - Officers.

(a) A corporation has the offices described in its bylaws or designated by the board of directors in accordance with the bylaws.
(b) The board of directors may elect individuals to fill one or more offices of the corporation. 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 shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept under subsections (a) and (e) of section 33-945.
(d) The same individual may simultaneously hold more than one office in a corporation.
(P.A. 94-186, S. 102, 215; P.A. 01-199, S. 11.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to replace “officers” with “offices” and “appointed” with “designated”, amended Subsec. (b) to add provision authorizing the board of directors to elect individuals to fill one or more offices of the corporation, replace “A duly appointed officer” with “An officer” and delete provision authorizing said officer to appoint “assistant officers” and amended Subsec. (c) to replace “delegate” with “assign”, add the responsibility of “maintaining” the records, make technical changes and specify that the corporate records to be maintained and authenticated are those required to be kept under Sec. 33-945(a) and (e).
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-764. - 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. 94-186, S. 103, 215; P.A. 06-68, S. 5.)
History: P.A. 94-186 effective January 1, 1997; P.A. 06-68 replaced references to “duties” with references to “functions”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-765. - 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.
(e) An officer is not liable under this section for any act or omission in the course of performing the duties of an officer under subsection (a) of section 33-1360 if the officer performed such duties in compliance with this section and section 33-1360.
(P.A. 94-186, S. 104, 215; P.A. 14-217, S. 157.)
History: P.A. 94-186 effective January 1, 1997; P.A. 14-217 added Subsec. (e) re liability of officer for duties performed under Sec. 33-1360.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-766. - 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. 94-186, S. 105, 215; P.A. 01-199, S. 12.)
History: P.A. 94-186 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”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-767. - 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. 94-186, S. 106, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-772. - 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. 94-186, S. 109, 215; P.A. 96-271, S. 78, 254; P.A. 97-246, S. 14, 99.)
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. 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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-774. - 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 33-772; (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 33-778; 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 to indemnify or advance expenses to the director, even if he has not met the relevant standard of conduct set forth in subsection (a) of section 33-771, failed to comply with section 33-773 or was adjudged liable in a proceeding referred to in subdivision (1) or (2) of subsection (d) of section 33-771, 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. 94-186, S. 111, 215; P.A. 96-271, S. 79, 254; P.A. 97-246, S. 16, 99; P.A. 15-48, S. 7.)
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. 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; P.A. 15-48 amended Subsec. (a)(3) by deleting Subpara. (A) and (B) designators and making technical changes.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-775. - Determination and authorization of indemnification.

(a) A corporation may not indemnify a director under section 33-771 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 shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the 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. 94-186, S. 112, 215; P.A. 97-246, S. 17, 99; P.A. 01-199, S. 13; P.A. 06-68, S. 8.)
History: P.A. 94-186 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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-777. - Insurance.

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer 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 or officer whether or not the corporation would have power to indemnify or advance expenses to him against the same liability under sections 33-770 to 33-779, inclusive.
(P.A. 94-186, S. 114, 215; P.A. 97-246, S. 19, 99; P.A. 15-48, S. 9.)
History: P.A. 94-186 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 33-771 or 33-772” with “sections 33-770 to 33-779, inclusive,” effective June 27, 1997; P.A. 15-48 deleted references to employee or agent and made technical changes.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-779. - Exclusivity of provisions.

A corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by sections 33-770 to 33-778, inclusive.
(P.A. 97-246, S. 21, 99.)
History: P.A. 97-246 effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-782. - 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 shareholder 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 shareholder 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 33-783 at any time; (2) shareholders' action respecting the transaction was taken in compliance with section 33-784 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. 94-186, S. 117, 215; P.A. 96-271, S. 83, 254; P.A. 06-68, S. 10.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to add “or” prior to Subdiv. (3), 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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-795. - 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 as of the effective date of the amendment or to delete a provision that is not required to be contained in the certificate of incorporation.
(b) A shareholder 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, capital structure, dividend entitlement or purpose or duration of the corporation.
(P.A. 94-186, S. 120, 215; P.A. 96-271, S. 84, 254; P.A. 03-18, S. 8.)
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 amended Subsec. (a) to make technical changes, effective July 1, 2003.
2023 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.
2023 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.
2023 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).
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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 or that requires a meeting of shareholders to be held at a place may be amended or repealed: (1) If originally adopted by the shareholders, only by the shareholders; (2) if originally adopted by the incorporator or incorporators or 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; P.A. 21-39, S. 16.)
History: P.A. 94-186 effective January 1, 1997; P.A. 21-39 amended Subsec. (a) by adding “or that requires a meeting of shareholders to be held at a place” and adding “by the incorporator or incorporators or” in Subdiv. (2), effective June 14, 2021.
2023 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.)
2023 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”.
2023 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.
2023 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.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-821a. - Abandoned merger or share exchange.

(a) Unless otherwise provided in a plan of merger or share exchange or in the law of the state or country under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by sections 33-815 to 33-820, inclusive, and at any time before the merger or the share exchange has become effective, the merger or the share exchange may be abandoned by any party thereto without action by the party's shareholders or owners of interests, in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of a corporation, or the managers of an other entity, subject to any contractual rights of other parties to the merger or the share exchange.
(b) If a merger or a share exchange is abandoned under subsection (a) of this section after a certificate of merger or share exchange has been filed with the Secretary of the State but before the merger or the share exchange has become effective, a statement that the merger or the share exchange has been abandoned in accordance with this section, signed on behalf of a party to the merger or the share exchange by an officer or other duly authorized representative of such party, shall be delivered to the Secretary of the State for filing prior to the effective date of the merger or the share exchange. Any such statement shall contain the name of each party to the merger or the share exchange, the date the merger or the share exchange was to become effective and the date the merger or the share exchange was abandoned. Upon filing, the statement shall take effect and the merger or the share exchange shall be deemed abandoned and shall not become effective.
(P.A. 03-18, S. 24; P.A. 11-147, S. 19.)
History: P.A. 03-18 effective July 1, 2003; P.A. 11-147 amended Subsec. (b) to require statement of abandonment be “signed” rather than “executed”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-830. - Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets.

No approval of the shareholders of a corporation is required, unless the certificate of incorporation otherwise provides: (1) To sell, lease, exchange or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business; (2) to mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business; (3) to transfer any or all of the corporation's assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation; or (4) to distribute assets pro rata to the holders of one or more classes or series of the corporation's shares.
(P.A. 94-186, S. 139, 215; P.A. 96-271, S. 108, 254; P.A. 03-18, S. 25.)
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; P.A. 03-18 deleted Subsec. (a) designator and provision re sale by corporation on terms and conditions and for consideration determined by the board, added provisions re approval of shareholders not required unless certificate of incorporation otherwise provides, replaced “all, or substantially all, of its property” with “any or all of the corporation's assets” in Subdiv. (1), replaced “its property” with “the corporation's assets” in Subdiv. (2), replaced provision re transfer of property to a corporation all the shares of which are owned by the corporation with provision re transfer of the corporation's assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation in Subdiv. (3), added Subdiv. (4) re pro rata distribution to holders of one or more classes or series or shares, made technical changes and deleted former Subsec. (b) re shareholder approval, effective July 1, 2003.