reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1005. - Forms. Mailing address.

(a) The Secretary of the State may prescribe and furnish on request forms for: (1) An application for a certificate of existence; (2) a foreign corporation's application for a certificate of authority to conduct affairs in this state; (3) a foreign corporation's application for a certificate of withdrawal; and (4) the annual report. If the Secretary of the State so requires, use of these forms is mandatory.
(b) The Secretary of the State may prescribe and furnish on request forms for other documents required or permitted to be filed by sections 33-1000 to 33-1290, inclusive, but their use is not mandatory.
(c) If a corporation or a foreign corporation so requests in writing, the Secretary of the State shall mail to the address designated in such request, and to no other address of the corporation, all matter required or permitted by this chapter to be mailed to such corporation or foreign corporation by the Secretary of the State.
(P.A. 96-256, S. 6, 209; P.A. 97-246, S. 43, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 added new Subsec. (c) re mailing of all matter to address designated by corporation, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1006. - Effective time and date of document.

(a) Except as provided in subsection (b) of this section and subsection (c) of section 33-1007, a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by such means as the Secretary of the State may use for the purpose of recording the date and time of filing; or (2) at the time specified in the document as its effective time on the date it is filed.
(b) A document, other than the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation, may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.
(P.A. 96-256, S. 7, 209; P.A. 98-137, S. 49, 62; 98-219, S. 33, 34; P.A. 01-199, S. 35.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace “transmitted by electronic means” with “electronically transmitted”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (a)(1) to provide that a document is effective “At the date and time of filing, as evidenced by such means as the Secretary of the State may use for the purpose of recording the date and time of filing” rather than “At the time of filing on the date it is filed, as evidenced by the Secretary of the State's date and time endorsement on the original document or, when the document is electronically transmitted, as evidenced by electronic means prescribed by the Secretary of the State for the purpose of recording electronically the date and time of filing”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1007. - Correcting filed document.

(a) A domestic or foreign corporation may correct a document filed by the Secretary of the State if (1) the document contains an inaccuracy, (2) the document was defectively made, executed, attested, sealed, verified or acknowledged, or (3) the electronic transmission was defective.
(b) A document is corrected: (1) By preparing a certificate of correction that (A) describes the document, including its filing date, or attaches a copy of it to the certificate, (B) specifies the inaccuracy or defect to be corrected, and (C) corrects the inaccuracy or defect; and (2) by delivering the certificate of correction to the Secretary of the State for filing.
(c) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a certificate of correction is effective when filed.
(P.A. 96-256, S. 8, 209; P.A. 01-199, S. 36; P.A. 03-18, S. 33.)
History: P.A. 96-256 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to make technical changes, replacing in Subdiv. (1) “an incorrect statement” with “an inaccuracy” and adding Subdiv. (3) authorizing correction if the electronic transmission was defective, and amended Subsec. (b)(1)(B) to replace “the incorrect statement and the reason it is incorrect or the manner in which the execution was defective” with “the inaccuracy or defect to be corrected” and (B)(1)(C) to replace “the incorrect statement or defective execution” with “the inaccuracy or defect”; P.A. 03-18 amended Subsec. (a) by adding reference to document defectively made, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1008. - Filing duty of Secretary of the State.

(a) If a document delivered to the office of the Secretary of the State for filing satisfies the requirements of section 33-1004, the Secretary of the State shall file it.
(b) The Secretary of the State files a document by stamping or otherwise endorsing “Filed”, together with his name and official title and the date and time of receipt on the original and on the receipt for the filing fee. After filing a document, except as provided in sections 33-1051 and 33-1219, the Secretary of the State shall deliver evidence of filing of such document and of payment of any required fee to the domestic or foreign corporation or its representative.
(c) If the Secretary of the State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief written explanation of the reason for his refusal.
(d) The Secretary of the State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) relate to the correctness or incorrectness of information contained in the document; or (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
(P.A. 96-256, S. 9, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1009. - Appeal from Secretary of the State's refusal to file document.

(a) If the Secretary of the State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the superior court for the judicial district of Hartford. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of the State's explanation of his refusal to file.
(b) The court may summarily order the Secretary of the State to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
(P.A. 88-230, S. 1, 2; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 95-220, S. 4
–
6; P.A. 96-256, S. 10, 209.)
History: P.A. 96-256 effective January 1, 1997 (Revisor's note: P.A. 88-230, 90-98, 93-142 and 95-220 authorized substitution of “judicial district of Hartford” for “judicial district of Hartford-New Britain” in public and special acts of 1996, effective September 1, 1998).
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1010. - Evidentiary effect of copy of filed document.

A copy of a document filed by the Secretary of the State, which copy is certified by the Secretary of the State, bearing his signature, which may be a facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the Secretary of the State.
(P.A. 96-256, S. 11, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1011. - Certificate of existence or authorization.

(a) Any person may apply to the Secretary of the State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(b) The issuance of a certificate of existence or a certificate of authorization shall be conclusive evidence that such corporation's most recent annual report required by section 33-1243 has been delivered to the Secretary of the State and that a certificate of dissolution or a certificate of withdrawal has not been filed with respect to such corporation.
(P.A. 96-256, S. 12, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1012. - Penalty for signing false document.

A person who signs or otherwise executes a document he knows is false in any material respect with intent that the document be delivered to the Secretary of the State for filing shall be subject to the penalty for false statement under section 53a-157b.
(P.A. 96-256, S. 13, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1014. - Franchise tax.

A corporation shall pay and the Secretary of the State shall charge and collect from such corporation a franchise tax of thirty dollars when it files its certificate of incorporation.
(P.A. 96-256, S. 15, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1015. - Powers of Secretary of the State.

The Secretary of the State has the power reasonably necessary to perform the duties required of him by sections 33-1000 to 33-1290, inclusive.
(P.A. 96-256, S. 16, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1016. - Regulations regarding electronic filing.

The Secretary of the State may adopt regulations in accordance with the provisions of chapter 54 governing the filing with and delivery of documents to the office of the Secretary of the State under sections 33-1000 to 33-1290, inclusive, by electronic means, including facsimile and computer transmission.
(P.A. 96-256, S. 17, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1017. - Interrogatories by Secretary of the State.

(a) The Secretary of the State may propound to any corporation subject to the provisions of sections 33-1000 to 33-1290, inclusive, domestic or foreign, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him to ascertain whether such corporation has complied with the provisions of said sections applicable to such corporation. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of the State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories are directed to an individual they shall be answered by him, and, if directed to a corporation, they shall be answered by the president, vice president, secretary or assistant secretary thereof.
(b) Each corporation, domestic or foreign, and each officer and director of a corporation, domestic or foreign, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to it or him by the Secretary of the State as provided in subsection (a) of this section shall be fined not more than five hundred dollars.
(c) Interrogatories propounded by the Secretary of the State and the answers thereto shall not be opened to public inspection nor shall the Secretary of the State disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or if such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.
(P.A. 96-256, S. 18, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1025. - Incorporators.

One or more persons may act as the incorporator or incorporators of a corporation by delivering a certificate of incorporation to the Secretary of the State for filing.
(P.A. 96-256, S. 19, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1027. - Incorporation.

(a) The corporate existence begins when the certificate of incorporation is filed.
(b) The Secretary of the State's filing of the certificate of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
(P.A. 96-256, S. 21, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1028. - Liability for preincorporation transactions.

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under sections 33-1000 to 33-1290, inclusive, are jointly and severally liable for all liabilities created while so acting.
(P.A. 96-256, S. 22, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1029. - Organization of corporation.

(a)(1) If initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting; (2) if initial directors are not named in the certificate, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) to elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by sections 33-1000 to 33-1290, inclusive, to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or out of this state.
(d) If an organizational meeting is held in accordance with this section, before the filing of the certificate of incorporation, action taken thereat shall not be impaired by the fact that corporate existence had not begun.
(P.A. 96-256, S. 23, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1030. - Bylaws.

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the certificate of incorporation.
(P.A. 96-256, S. 24, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1031. - Emergency bylaws.

(a) Unless the certificate of incorporation provides otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
(P.A. 96-256, S. 25, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1037. - Emergency powers.

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (1) Binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee or agent.
(d) An emergency exists for purposes of subsections (a), (b) and (c) of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
(e) In time of war or other national or local emergency a corporation shall have power to conduct any lawful affairs in aid thereof, notwithstanding the activities or purposes set forth in its certificate of incorporation, at the request or direction of any apparently authorized governmental authority.
(P.A. 96-256, S. 28, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1038. - Ultra vires.

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged: (1) In a proceeding by a member or director against the corporation to enjoin the act; (2) in a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation; or (3) in a proceeding by the Attorney General to dissolve the corporation or to enjoin the corporation from the conduct of unauthorized affairs.
(c) In a member's or director's proceeding under subdivision (1) of subsection (b) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of the enjoining of the unauthorized act.
(d) The Attorney General may, upon his own information or upon complaint of an interested party, bring an action in the name of the state to restrain any person from purporting to have, or exercising, corporate powers not granted.
(P.A. 96-256, S. 29, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1046. - Reserved name.

(a) A person may reserve the exclusive use of a corporate name, including a corporate name of a foreign corporation, with such additional distinctive and distinguishing elements that the corporation agrees to use in this state exclusive of any other name as in the judgment of the Secretary of the State will be sufficient to distinguish its name, by delivering an application to the Secretary of the State for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of the State finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a period of one hundred twenty days.
(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of the State a signed notice of the transfer that states the name and address of the transferee.
(c) Any person for whom a specified corporate name has been reserved pursuant to this section may, during the period for which such name is reserved, terminate such reservation by filing in the office of the Secretary of the State an application for cancellation of reservation of corporate name, together with the applicable fee.
(P.A. 96-256, S. 31, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1047. - Registered name.

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 33-1215, if the name is distinguishable upon the records of the Secretary of the State from the names that are not available under subsection (b) of section 33-1045.
(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 33-1215, by delivering to the Secretary of the State for filing an application: (1) Setting forth its corporate name, or its corporate name with any addition required by section 33-1215, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.
(c) The name is registered for the applicant's exclusive use upon the effective date of the application until the close of the calendar year in which the application for registration is filed.
(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of the State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.
(P.A. 96-256, S. 32, 209; P.A. 97-246, S. 47, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to provide that the name is registered until the close of the calendar year in which the application for registration is filed, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1051. - Change of registered office or registered agent.

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of change that sets forth: (1) The name of the corporation; (2) if the current registered office is to be changed, the street address of its current registered office and the street address of the new registered office; and (3) if the current registered agent is to be changed, the name of its current registered agent and the name of the new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment.
(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of the State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
(P.A. 96-256, S. 34, 209; P.A. 97-246, S. 49, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to combine former Subdivs. (2) and (3) into Subdiv. (2), thereby providing that the statement must set forth the street address of the current registered office only if the current registered office is to be changed, and combine former Subdivs. (4) and (5) into new Subdiv. (3), thereby providing that the statement must set forth the name of the current registered agent only if the current registered agent is to be changed, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1052. - Resignation of registered agent.

(a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of the State for filing the signed original and one exact or conformed copy of a statement of resignation. The statement may include a statement that the registered office is also discontinued.
(b) After filing the statement, the Secretary of the State shall mail the copy to the corporation at its principal office.
(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
(P.A. 96-256, S. 35, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1053. - Service of process on corporation.

(a) A corporation's registered agent is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the corporation. Service may be effected by any proper officer or other person lawfully empowered to make service by leaving a true and attested copy of the process, notice or demand with such agent or, in the case of an agent who is a natural person, by leaving it at such agent's usual place of abode in this state.
(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by any proper officer or other person lawfully empowered to make service by sending a true and attested copy of the process, notice or demand by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is effective under this subsection at the earliest of: (1) The date the corporation receives the mail; (2) the date shown on the return receipt, if signed on behalf of the corporation; or (3) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.
(c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.
(P.A. 96-256, S. 36, 209; P.A. 97-246, S. 50, 51, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsecs. (a) and (b) to authorize service to be effected by any proper officer or other person lawfully empowered to make service and amended Subsec. (b) to provide that the service sent to the corporation is a true and attested copy of the process, notice or demand, replace “perfected” with “effective” and replace “postpaid” with “postage prepaid”, effective June 27, 1997.
See Sec. 1-2a re construction of references to “United States mail”, “postmark” or “registered or certified mail”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1055. - Classes of members.

A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes shall be set forth in the certificate of incorporation and the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the certificate of incorporation or bylaws. If the corporation has no members, or only members not entitled to vote, that fact shall be set forth in the certificate of incorporation and the corporation shall operate under the management of its board of directors. A corporation may issue certificates evidencing membership therein.
(P.A. 96-256, S. 37, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1056. - Rules for membership.

(a) Membership shall be governed by such rules of admission, retention, withdrawal and expulsion as the bylaws shall prescribe, provided all such bylaws shall be reasonable, germane to the purposes of the corporation, and equally enforced as to all members.
(b) Unless otherwise provided in the certificate of incorporation or the bylaws, another entity, foreign or domestic, may become a member of a corporation.
(c) Membership may be limited to persons who are members in good standing of another corporation, organization or association, if so provided in the certificate of incorporation. If membership is so limited, the certificate of incorporation may provide that failure on the part of any such member to keep in such good standing in such other corporation, organization or association shall be sufficient cause for expulsion.
(d) Unless otherwise provided in the certificate of incorporation or bylaws, a member may not voluntarily or involuntarily transfer his membership or any rights arising therefrom.
(e) Unless otherwise provided in the certificate of incorporation or bylaws, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all rights and privileges of the member in the corporation and its property shall cease.
(P.A. 96-256, S. 38, 209.)
History: P.A. 96-256 effective January 1, 1997.
Private nonstock corporation of lakefront cottage and home owners violated statutory provision that bylaws be “equally enforced as to all members” by terminating plaintiff cottage owners' membership due to winter occupancy of their cottages in violation of a bylaw and by not enforcing that bylaw against all other nonconforming uses of property. 46 CS 265. Bylaw that calls for expulsion for “conduct inconsistent with a gentleman and a man of honor” is not undefined and vague and therefore not unreasonable; fact that expulsion is only penalty available under bylaw does not render it unreasonable on its face and plaintiff's argument that bylaw is not germane to purposes of the society fails where plaintiff incorrectly equates a principle actuating a nonprofit organization with a purpose of the organization and moreover where members could reasonably have believed that one of the society's “immutable principles” is germane to the bylaw. Id., 411.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1057. - Corporation may impose fines and penalties and levy dues and assessments.

(a) A corporation may impose fines or penalties on members if provided in bylaws duly adopted by a two-thirds vote of members entitled to vote and, if the fine or penalty applies to members not entitled to vote, by a two-thirds vote as a class of such members not otherwise entitled to vote. Such fine or penalty shall not exceed the higher of the (1) annual dues or assessment or (2) initiation fee, if any.
(b) A corporation may levy dues or assessments against members if provided in a bylaw provision duly adopted (1) by the affirmative vote of at least two-thirds of the members of each class of members, voting as a class, to which the levy applies, even though any such class of members is not otherwise entitled to vote, or (2) by the directors if the directors are authorized to do so by a bylaw provision adopted by the affirmative vote of at least two-thirds of the members of each class of members, voting as a class, to which a levy may apply, even though any such class of members is not otherwise entitled to vote.
(c) For purposes of this section, the corporation's initial bylaws adopted by (1) the incorporators or (2) the board of directors shall be deemed to have been adopted by all the members entitled to vote thereon, if any.
(d) Notwithstanding any limitation on the amount of a fine or penalty set forth in subsection (a) of this section, a corporation organized under sections 33-1000 to 33-1290, inclusive, or any predecessor statutes, that is a trade association or other professional organization exempt from taxation under Section 501(c)(6) of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, may impose a fine on a member, not to exceed the amount set forth in the bylaws, for the violation of a code of ethics or other code of conduct upon majority vote of its board of directors in accordance with its bylaws, provided the articles of association or bylaws of the corporation contain a written provision whereby members agree to be bound by such code of ethics or code of conduct as a condition of membership.
(P.A. 96-256, S. 39, 209; P.A. 98-137, S. 53, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 added Subsec. (d) authorizing certain trade associations and other professional organizations that are tax-exempt to impose fines on members for the violation of a code of ethics or other code of conduct and specifying the conditions for the imposition of such fines, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1058. - Liability of members.

(a) A member of a corporation shall not be liable to the corporation or its creditors with respect to such membership except for the obligation to pay in full any fines or penalties duly imposed against him and any dues and assessments levied against him to which he has assented, or imposed or levied against him in accordance with the provisions of section 33-1057.
(b) Any member who receives any distribution of income or assets from a corporation in violation of sections 33-1000 to 33-1290, inclusive, or of the certificate of incorporation, whether by dividend, in liquidation or otherwise, and who accepted or received such distribution knowing it to be improper, shall be liable for the amount so received: (1) To any creditors existing at the time of such distribution who shall obtain a judgment against such corporation on which execution shall be returned unsatisfied; and (2) to the corporation.
(P.A. 96-256, S. 40, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1061. - Annual meeting. Regular meeting.

(a) A corporation that has members entitled to vote for the election of directors shall hold a meeting of such members annually at a time stated in or fixed in accordance with the bylaws.
(b) Unless the board of directors determines that an annual meeting of members shall be held solely by means of remote communication in accordance with the provisions of subsection (c) of section 33-1069, such meeting (1) may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or (2) if no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
(c) A corporation that has members entitled to vote may hold regular meetings of such members in or out of this state at the places and times stated in or fixed in accordance with the bylaws.
(d) The failure to hold an annual or regular meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
(P.A. 96-256, S. 41, 209; P.A. 21-39, S. 17.)
History: P.A. 96-256 effective January 1, 1997; P.A. 21-39 amended Subsec. (b) by adding provision re determination by board of directors to hold annual meeting solely by means of remote communication, adding Subdiv. designators (1) and (2) and making conforming changes, effective June 14, 2021.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1062. - Special meeting.

(a) A corporation that has members entitled to vote shall hold a special meeting of members entitled to vote at the meeting: (1) On call of its board of directors or the person or persons authorized to do so by the certificate of incorporation or the bylaws; or (2) if the members holding at least five per cent, or such other number or proportion as shall be provided in the bylaws, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held. If a call for such a special meeting is not issued within fifteen days after receipt of such members' request, such members may call the meeting.
(b) If not otherwise fixed under section 33-1063 or 33-1067, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.
(c) Unless the board of directors determines that a special meeting of members shall be held solely by remote communication in accordance with the provisions of subsection (c) of section 33-1069, such meeting (1) may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or (2) if no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(d) Only business within the purpose or purposes described in the meeting notice required by subsection (c) of section 33-1065 may be conducted at a special meeting of members.
(P.A. 96-256, S. 42, 209; P.A. 98-137, S. 38, 62; 98-219, S. 33, 34; P.A. 21-39, S. 18.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace “holders of” with “members holding”, require the written demands be delivered to the corporation rather than to the corporation's secretary and rephrase provision re when the members may call a special meeting, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 21-39 amended Subsec. (c) by adding provision re determination by board of directors to hold special meeting solely by means of remote communication, adding Subdiv. designators (1) and (2) and making conforming changes, effective June 14, 2021.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1063. - Court-ordered meeting.

(a) The superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office is located may summarily order a meeting to be held: (1) On application of any member entitled to vote at an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or (2) on application of a member who signed a demand for a special meeting valid under section 33-1062, if: (A) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or (B) the special meeting was not held in accordance with the notice.
(b) Unless the bylaws require a meeting of members to be held at a place, the court may fix the time of the meeting and, if the meeting is to be held at a place, the place of the meeting, determine the members entitled to vote at the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting. The court may order the meeting to be held solely by means of remote communication in compliance with section 33-1069, subject to such guidelines and procedures as the court may order, including implementation of the measures specified in subsection (b) of said section.
(P.A. 96-256, S. 43, 209; P.A. 21-39, S. 19.)
History: P.A. 96-256 effective January 1, 1997; P.A. 21-39 amended Subsec. (b) by adding provisions re court fixing place of meeting if held at a place and court order to hold meeting solely by remote communication, effective June 14, 2021.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1065. - Notice of meeting.

(a) A corporation shall notify members entitled to vote of the date and time of each annual, regular and special meeting of members and, if the meeting is to be held at a place, the place of the meeting, no fewer than ten nor more than sixty days before the meeting date. Unless sections 33-1000 to 33-1290, inclusive, or the certificate of incorporation requires otherwise, the corporation is required to give notice only to members entitled to vote at the meeting.
(b) Unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws require otherwise, notice of an annual or regular meeting need not include a description of the purpose or purposes for which the meeting is called, except that, unless stated in a written notice of the meeting, (1) no bylaw may be brought up for adoption, amendment or repeal, and (2) no matter, other than the election of directors at an annual meeting, may be brought up which expressly requires the vote of members pursuant to said sections.
(c) Notice of a special meeting of members shall include a description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under section 33-1063 or 33-1067, the record date for determining members entitled to notice of and to vote at an annual, regular or special meeting is the day before the first notice is delivered to members.
(e) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, if any, notice need not be given of the new date, time or place, if any, if the new date, time or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 33-1067, however, notice of the adjourned meeting must be given under this section to persons who are members entitled to vote as of the new record date.
(P.A. 96-256, S. 45, 209; P.A. 21-39, S. 21.)
History: P.A. 96-256 effective January 1, 1997; P.A. 21-39 amended Subsec. (a) by adding provision re notification of place of meeting if meeting is to be held at a place and amended Subsec. (e) by adding “if any”, effective June 14, 2021.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1066. - Waiver of notice.

(a) A member 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. The waiver must be in writing, be signed by the member entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A member's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
(P.A. 96-256, S. 46, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1067. - Record date.

(a) The bylaws may fix or provide the manner of fixing the record date for one or more classes of members in order to determine the members entitled to notice of a meeting of members, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
(b) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members.
(c) A determination of members entitled to notice of or to vote at a meeting of members is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.
(d) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
(P.A. 96-256, S. 47, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1068. - Chairperson to preside.

(a) At each meeting of members, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors.
(b) The chairperson, unless the certificate of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
(c) Any rules adopted for, and the conduct of, the meeting shall be fair to members.
(d) The chairperson of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes thereto, may be accepted.
(P.A. 98-137, S. 40, 62; 98-219, S. 33, 34.)
History: P.A. 98-137 effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.