reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-700. - Waiver of notice.

(a) A shareholder may waive any notice required by sections 33-600 to 33-998, 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 shareholder entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder 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 shareholder objects to considering the matter when it is presented.
(P.A. 94-186, S. 61, 215; P.A. 96-271, S. 51, 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 33-701. - Record date.

(a) The bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, 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 shareholders.
(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, 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 or dates continue in effect or it may fix a new record date or dates.
(e) The record date for a shareholders' meeting fixed by or in the manner provided in the bylaws or by the board of directors shall be the record date for determining shareholders entitled both to notice of and to vote at the shareholders' meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the bylaws, the board, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.
(P.A. 94-186, S. 62, 215; P.A. 11-147, S. 5.)
History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 amended Subsecs. (a), (c) and (d) to allow record “dates” to be fixed and added Subsec. (e) re authority of board to fix different record dates for determining shareholders entitled to notice of the meeting and shareholders entitled to vote at the meeting.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-702. - Chairperson to preside.

(a) At each meeting of shareholders, 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 shareholders.
(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. 4, 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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-703. - Remote participation in annual and special meetings.

(a) Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b) of this section.
(b) Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures: (1) To verify that each person participating remotely is a shareholder, and (2) to provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrent with such proceedings.
(c) Unless the bylaws require the meeting of shareholders to be held at a place, the board of directors may determine that any meeting of shareholders shall not be held at any place and shall instead be held solely by means of remote communication, provided the corporation implements the measures specified in subsection (b) of this section.
(P.A. 11-147, S. 2; P.A. 21-39, S. 14.)
History: P.A. 21-39 added Subsec. (c) re meetings held solely by means of remote communication, effective June 14, 2021.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-705. - Voting entitlement of shares.

(a) Except as provided in subsections (b) and (c) of this section or unless the certificate of incorporation provides otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting.
(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
(c) Subsection (b) of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
(e) A corporation may, by provision in its certificate of incorporation, confer upon holders of any debt securities issued or to be issued by the corporation, whether or not secured by mortgage or otherwise, such voting rights in respect of the corporate affairs and management of the corporation as may be therein provided.
(P.A. 94-186, S. 64, 215; P.A. 96-271, S. 52, 53, 254.)
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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-707. - Shares held by nominees.

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(b) The procedure may set forth: (1) The types of nominees to which it applies; (2) the rights or privileges that the corporation recognizes in a beneficial owner; (3) the manner in which the procedure is selected by the nominee; (4) the information that must be provided when the procedure is selected; (5) the period for which selection of the procedure is effective; and (6) other aspects of the rights and duties created.
(P.A. 94-186, S. 66, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-708. - Corporation's acceptance or rejection of votes.

(a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:
(1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;
(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;
(4) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment;
(5) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.
(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section or subsection (b) of section 33-706 are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section or subsection (b) of section 33-706 is valid unless a court of competent jurisdiction determines otherwise.
(P.A. 94-186, S. 67, 215; P.A. 98-137, S. 6, 62; 98-219, S. 33, 34.)
History: P.A. 94-186 effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (e) to add reference to Sec. 33-706(b), 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 601 - Business Corporations › Section 33-709. - Quorum and voting requirements for voting groups.

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the certificate of incorporation or sections 33-600 to 33-998, inclusive, provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the certificate of incorporation or sections 33-600 to 33-998, inclusive, require a greater number of affirmative votes.
(d) An amendment of the certificate of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 33-711.
(e) The election of directors is governed by section 33-712.
(f) Whenever a provision of sections 33-600 to 33-998, inclusive, provides for voting of classes or series as separate voting groups, the rules provided in subsection (c) of section 33-798 for amendments of the certificate of incorporation apply to that provision.
(P.A. 94-186, S. 68, 215; P.A. 96-271, S. 54, 254; P.A. 12-32, S. 11.)
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. 12-32 added Subsec. (f) re provisions providing for voting of classes or series as separate voting groups.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-710. - Action by single and multiple voting groups.

(a) If the certificate of incorporation or sections 33-600 to 33-998, inclusive, provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 33-709.
(b) If the certificate of incorporation or sections 33-600 to 33-998, inclusive, provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 33-709. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
(P.A. 94-186, S. 69, 215; P.A. 96-271, S. 55, 254.)
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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-711. - Greater quorum or voting requirement.

(a) The certificate of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by sections 33-600 to 33-998, inclusive.
(b) An amendment to the certificate of incorporation that adds, changes or deletes a greater quorum or voting requirement 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 requirements then in effect or proposed to be adopted, whichever is greater.
(P.A. 94-186, S. 70, 215; P.A. 96-271, S. 56, 254.)
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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-712. - Voting for directors. Cumulative voting.

(a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(b) Shareholders do not have a right to cumulate their votes for directors unless the certificate of incorporation so provides.
(c) A statement included in the certificate of incorporation that “all or a designated voting group of shareholders are entitled to cumulate their votes for directors”, or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) a shareholder who has the right to cumulate votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of the shareholder's intent to cumulate votes during the meeting, and, if one shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
(P.A. 94-186, S. 71, 215; P.A. 96-271, S. 57, 254; P.A. 09-55, S. 7.)
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. 09-55 amended Subsec. (d) to make technical changes.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-713. - Inspectors.

(a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.
(b) The inspectors shall (1) ascertain the number of shares outstanding and the voting power of each; (2) determine the shares represented at a meeting; (3) determine the validity of proxies and ballots; (4) count all votes; and (5) determine the result.
(c) An inspector may be an officer or employee of the corporation.
(P.A. 98-137, S. 7, 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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-715. - Voting trust.

(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name.
(c) Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust, except that a voting trust that became effective on or before September 30, 2015, is valid for not more than ten years after its effective date unless such voting trust is: (1) Extended in accordance with the provisions of subsection (d) of this section; or (2) amended to provide otherwise by unanimous agreement of the parties to the voting trust.
(d) All or some of the parties to a voting trust in effect on or before September 30, 2015, may extend such voting trust for additional terms of not more than ten years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. Such extension is valid for ten years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing the extension agreement.
(P.A. 94-186, S. 72, 215; P.A. 15-48, S. 2.)
History: P.A. 94-186 effective January 1, 1997; P.A. 15-48 made a technical change in Subsec. (a), amended Subsec. (b) by deleting provision re voting trust is valid for not more than 10 years after its effective date, deleted former Subsec. (c) re extension of voting trust, added new Subsec. (c) re durational limits of voting trust as set forth in the voting trust, and added Subsec. (d) re process for extending durational limits of voting trust in effect on or before September 30, 2015.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-716. - Voting agreement.

(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 33-715.
(b) A voting agreement created under this section is specifically enforceable.
(P.A. 94-186, S. 73, 215.)
History: P.A. 94-286 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-720. - Derivative proceedings. Definitions.

As used in sections 33-720 to 33-727, inclusive:
(1) “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in section 33-727, in the right of a foreign corporation.
(2) “Shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
(P.A. 94-186, S. 75, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-721. - Standing.

A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and (2) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
(P.A. 94-186, S. 76, 215.)
History: P.A. 94-186 effective January 1, 1997.
Defendant who is no longer a shareholder in the corporation cannot maintain a derivative action on its behalf. 104 CA 810.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-722. - Demand.

No shareholder may commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and (2) ninety days have expired from the date delivery of the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.
(P.A. 94-186, S. 77, 215; P.A. 11-147, S. 16.)
History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 amended Subdiv. (2) to replace “the date the demand was made” with “the date delivery of the demand was made”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-723. - Stay of proceedings.

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
(P.A. 94-186, S. 78, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-725. - Discontinuance or settlement.

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
(P.A. 94-186, S. 80, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-726. - Payment of expenses.

On termination of the derivative proceeding the court may:
(1) Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;
(2) Order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or
(3) Order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
(P.A. 94-186, S. 81, 215; P.A. 96-271, S. 60, 254; P.A. 09-55, S. 18.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “counsel” fees with “attorney's” fees where appearing, effective January 1, 1997; P.A. 09-55 replaced “reasonable expenses, including attorney's fees” with “expenses” throughout and made a technical change in Subdiv. (3).
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-727. - Applicability to foreign corporations.

In any derivative proceeding in the right of a foreign corporation, the matters covered by sections 33-720 to 33-727, inclusive, shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 33-723, 33-725 and 33-726.
(P.A. 94-186, S. 82, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-735. - Requirements for and duties of board of directors.

(a) Except as provided in section 33-717, each corporation shall have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the certificate of incorporation or in an agreement authorized under section 33-717.
(P.A. 94-186, S. 83, 215; P.A. 96-271, S. 61, 254.)
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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-736. - Qualifications for directors or nominees for directors.

(a) The certificate of incorporation or bylaws may prescribe qualifications for directors or nominees for directors. Qualifications for directors or nominees for directors shall be lawful and reasonable as applied to the corporation.
(b) A requirement that is based on a past, current or prospective action, or expression of an opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this section; except that a qualification may include not being or having been subject to specified criminal, civil or regulatory sanctions or not having been removed as a director by judicial action or for cause.
(c) A director need not be a resident of this state or a shareholder of the corporation unless the certificate of incorporation or bylaws so prescribe.
(d) A qualification for nomination for director prescribed before a person's nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person's nomination shall not apply to such person with respect to such nomination.
(e) A qualification for director prescribed before the start of a director's term may apply only at the time an individual becomes a director or may apply during a director's term. A qualification prescribed during a director's term shall not apply to that director before the end of that term.
(P.A. 94-186, S. 84, 215; P.A. 96-271, S. 62, 254; P.A. 15-48, S. 4.)
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. 15-48 replaced former provisions re certificate of incorporation or bylaws prescribing qualifications for directors with Subsecs. (a) to (e) re certificate of incorporation or bylaws prescribing qualifications for directors or nominees for directors.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-737. - Number and election of directors.

(a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws.
(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the certificate of incorporation or the bylaws.
(c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 33-740.
(P.A. 94-186, S. 85, 215; P.A. 96-271, S. 63, 254.)
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.
See Sec. 33-809 re bylaw provisions re election of directors.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-738. - Election of directors by certain classes of shareholders.

If the certificate of incorporation authorizes dividing the shares into classes, the certificate may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
(P.A. 94-186, S. 86, 215; P.A. 96-271, S. 64, 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 33-739. - Terms of directors generally.

(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(b) The terms of all other directors expire at the next or, if their terms are staggered in accordance with section 33-740, at the applicable second, third, fourth or fifth, annual shareholders' meeting following their election except to the extent (1) provided in section 33-809 if a bylaw electing to be governed by that section is in effect, or (2) a shorter term is specified in the certificate of incorporation in the event of a director nominee failing to receive a specified vote for election.
(c) A decrease in the number of directors does not shorten an incumbent director's term.
(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(e) Except to the extent otherwise provided in the certificate of incorporation or under section 33-809 if a bylaw electing to be governed by that section is in effect, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors.
(P.A. 94-186, S. 87, 215; P.A. 09-55, S. 12.)
History: P.A. 94-186 effective January 1, 1997; P.A. 09-55 amended Subsec. (b) to add provision re expiration of staggered terms “at the applicable second, third, fourth or fifth” annual shareholders' meeting following director's election and add exception re bylaw or certificate of incorporation provision and amended Subsec. (e) to add exception re certificate of incorporation or bylaw provision and make technical changes.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-740. - Staggered terms for directors.

The certificate of incorporation may provide for staggering the terms of directors by dividing the total number of directors into up to five groups, with each group containing approximately the same percentage of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, the terms of the third group, if any, expire at the third annual shareholders' meeting after their election, the terms of the fourth group, if any, expire at the fourth annual shareholders' meeting after their election and the terms of the fifth group, if any, expire at the fifth annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years, three years, four years or five years, as the case may be, to succeed those whose terms expire.
(P.A. 94-186, S. 88, 215; P.A. 96-271, S. 65, 254; P.A. 01-199, S. 8.)
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. 01-199 deleted Subsec. (b) that made section applicable to a corporation with cumulative voting only if there are at least three directors in each group.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-741. - Resignation of directors.

(a) A director may resign at any time by delivering a written resignation to the board of directors or its chairperson or to the secretary of the corporation.
(b) A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
(P.A. 94-186, S. 89, 215; P.A. 97-246, S. 84, 99; P.A. 09-55, S. 14.)
History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to make technical changes, effective June 27, 1997; P.A. 09-55 amended Subsec. (a) to replace “written notice” with “a written resignation”, replace “chairman of the board of directors” with “its chairperson” and replace “the corporation” with “the secretary of the corporation” and amended Subsec. (b) to replace “notice” with “resignation”, add exception to resignation being effective upon delivery if resignation specifies “an effective date determined upon the happening of an event or events” and add provision re irrevocability of resignation conditioned upon failing to receive specified vote.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-742. - Removal of directors by shareholders.

(a) The shareholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders only the shareholders of that voting group may participate in the vote to remove him.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.
(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
(P.A. 94-186, S. 90, 215; P.A. 96-271, S. 66, 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 33-743. - Removal of directors by judicial proceeding.

(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 remove a director of the corporation from office in a proceeding commenced either by or in the right of the corporation if the court finds that (1) the director engaged in fraudulent or dishonest conduct with respect to the corporation or its shareholders, grossly abused the position of director or intentionally inflicted harm on the corporation, and (2) considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.
(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of sections 33-720 to 33-727, inclusive, except subdivision (1) of section 33-721.
(c) The court, in addition to removing a director, may bar the director from reelection for a period prescribed by the court.
(d) Nothing in this section limits the equitable powers of the court to order other relief.
(P.A. 94-186, S. 91, 215; P.A. 03-18, S. 6.)
History: P.A. 94-186 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding provision re proceeding commenced in the right of the corporation, deleting provision re shareholders holding at least 10% of the outstanding shares of any class, replacing in Subdiv. (1) provision re gross abuse of authority or discretion with provisions re fraudulent or dishonest conduct with respect to shareholders, gross abuse of position of director and intentional infliction of harm on the corporation, and adding in Subdiv. (2) provision re consideration of director's course of conduct and inadequacy of other available remedies in finding that removal would be in the best interest of the corporation, added new Subsec. (b) re shareholder proceeding on behalf of the corporation, redesignated existing Subsec. (b) as new Subsec. (c), replacing “that removes” with “in addition to removing” and making technical changes therein, deleted former Subsec. (c) re corporation as party defendant in shareholder proceeding, and added Subsec. (d) re equitable powers of court to order other relief, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-744. - Vacancy on board of directors.

(a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.
(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 33-741 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(P.A. 94-186, S. 92, 215; P.A. 96-271, S. 67, 254; P.A. 09-55, 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, effective January 1, 1997; P.A. 09-55 amended Subsec. (b) to add “only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-745. - Compensation of directors.

Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors may fix the compensation of directors.
(P.A. 94-186, S. 93, 215; P.A. 96-271, S. 68, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation and “bylaws” with “a bylaw”, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-748. - Meetings.

(a) The board of directors may hold regular or special meetings in or out of this state.
(b) Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(P.A. 94-186, S. 94, 215; P.A. 96-271, S. 69, 254.)
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 and “bylaws” with “a bylaw”, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-749. - Action without meeting.

(a) Except to the extent that the certificate of incorporation or bylaws specifically require that action by the board of directors be taken only at a meeting, action required or permitted by sections 33-600 to 33-998, inclusive, to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action taken or to be taken and delivers it to the corporation.
(b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.
(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
(P.A. 94-186, S. 95, 215; P.A. 96-271, S. 70, 254; P.A. 01-199, 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 and “bylaws” with “a bylaw”, effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions, delete requirement that action be taken “by all members of the board”, delete requirement that consents be “included in the minutes or filed with the corporate records reflecting the action taken”, require that each consent describe the action taken “or to be taken” and require that each consent be delivered to the corporation, amended Subsec. (b) to replace provision that action taken without a meeting “is effective when the last director signs the consent, unless the consent specifies a different effective date” with provisions that such action “is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation” and that consent “may specify the time at which the action taken thereunder is to be effective” and authorize a consent to be withdrawn by a revocation signed by the director and delivered to the corporation prior to the delivery of unrevoked written consents signed by all the directors and amended Subsec. (c) to replace provision that a consent “has the effect of a meeting vote” with “has the effect of action taken at a meeting of the board of directors”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-750. - Notice of meeting.

(a) Unless the certificate of incorporation or a bylaw provides otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.
(b) Unless the certificate of incorporation or a bylaw provides for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the certificate of incorporation or bylaws.
(P.A. 94-186, S. 96, 215; P.A. 96-271, S. 71, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation and “bylaws” with “a bylaw” where appearing, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-751. - Waiver of notice.

(a) A director may waive any notice required by sections 33-600 to 33-998, inclusive, the certificate of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
(P.A. 94-186, S. 97, 215; P.A. 96-271, S. 72, 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.