reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1069. - Remote participation in meetings.

(a) Members of any class may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for such class. 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) Members participating in a member 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 member; and (2) to provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate and to read or hear the proceedings of the meeting substantially concurrently with such proceedings.
(c) Unless the bylaws require the meeting of members to be held at a place, the board of directors may determine that any meeting of members 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. 21-39, S. 22.)
History: P.A. 21-39 effective June 14, 2021.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1071. - Member voting rights.

(a) Unless the certificate of incorporation provides otherwise, each member, regardless of class, is entitled to one vote on each matter voted on at a meeting of members. Voting rights of members of any class may be increased, limited or denied by the certificate of incorporation.
(b) Members otherwise entitled to vote, but disqualified from voting for any reason, shall not be considered for the purpose of quorum or of computing the voting power of the corporation or of members of any class.
(c) A corporate member's vote may be cast by the president of the member corporation or by any other officer of such corporation in the absence of express notice of the designation of some other person by the board of directors or bylaws of the member corporation.
(P.A. 96-256, S. 49, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1073. - 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 member, 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 member.
(b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a member, 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 member if:
(1) The member 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 attorney-in-fact, administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of such 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 member 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) Two or more persons are comembers or fiduciaries and the name signed purports to be the name of at least one of such persons and the person signing appears to be acting on behalf of all of such persons.
(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 member.
(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 33-1072 are not liable in damages to the member 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 33-1072 is valid unless a court of competent jurisdiction determines otherwise.
(P.A. 96-256, S. 51, 209; P.A. 98-137, S. 42, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (e) to add reference to Sec. 33-1072(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 602 - Nonstock Corporations › Section 33-1075. - Action by single and multiple classes of members.

(a) If the certificate of incorporation or sections 33-1000 to 33-1290, inclusive, provide for voting by a single class on a matter, action on that matter is taken when voted upon by that class as provided in section 33-1074.
(b) If the certificate of incorporation or sections 33-1000 to 33-1290, inclusive, provide for voting by two or more classes on a matter, action on that matter is taken only when voted upon by each of those classes counted separately as provided in section 33-1074. Action may be taken by one class on a matter even though no action is taken by another class entitled to vote on the matter.
(P.A. 96-256, S. 53, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1076. - Other quorum or voting requirement.

(a) The certificate of incorporation may provide for a greater voting requirement for members, or classes of members, than is provided for sections 33-1000 to 33-1290, inclusive. The certificate of incorporation or the bylaws may provide for a greater quorum requirement for members, or classes of members, than is provided by sections 33-1000 to 33-1290, inclusive.
(b) The certificate of incorporation may, except where expressly prohibited by sections 33-1000 to 33-1290, inclusive, or where such action is required by said sections to be unanimous, provide for a lesser voting requirement, but unless expressly permitted by a particular section of said sections, not less than a majority of the votes cast by the members, or by the members of a particular class, entitled to vote on the matter.
(c) 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 classes required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
(P.A. 96-256, S. 54, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1077. - 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 members entitled to vote in the election at a meeting at which a quorum is present, or if voting by mail is permitted pursuant to section 33-1064, in an election in which the total number of members who vote is not less than the number required for a quorum.
(b) Members 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 class of members are entitled to cumulate their votes for directors”, or words of similar import, means that the members 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) Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless: (1) The meeting notice states conspicuously that cumulative voting is authorized; (2) a member who has the right to cumulate his votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of his intent to cumulate his votes during the meeting, and if one member gives this notice all other members in the same class participating in the election are entitled to cumulate their votes without giving further notice; or (3) if voting is to be by mail pursuant to section 33-1064, (A) the bylaws specify how election of directors shall be conducted if members vote cumulatively by mail, (B) the notice of the meeting states conspicuously that cumulative voting is authorized and how the election is to be conducted, and (C) the mail ballot provides for cumulative voting.
(P.A. 96-256, S. 55, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1078. - Inspectors.

(a) A corporation may appoint one or more inspectors to act at a meeting of members 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 members entitled to vote and the voting power of each; (2) determine the members 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. 43, 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 602 - Nonstock Corporations › Section 33-1080. - Requirements for and duties of board of directors.

(a) Each corporation shall have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the activities, property 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.
(P.A. 96-256, S. 56, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1081. - Qualifications of directors.

(a) The certificate of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the certificate of incorporation or bylaws so prescribe.
(b) The directors and board of directors may be designated by such other names as may be provided in the certificate of incorporation or bylaws.
(P.A. 96-256, S. 57, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1082. - Number and election of directors.

(a) A board of directors shall consist of three 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 bylaws.
(c) The initial board of directors shall be designated in the certificate of incorporation or elected at the organizational meeting of the corporation. Thereafter, if the corporation has members entitled to vote for directors, directors shall be elected at the first meeting of the members held for that purpose and at each subsequent annual meeting, except as provided in sections 33-1083, 33-1086 and 33-1091.
(P.A. 96-256, S. 58, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1083. - Special provisions regarding directors.

(a) The certificate of incorporation may provide that the entire membership, or a certain class of members, shall constitute the board of directors.
(b) (1) The certificate of incorporation or, subject to the provisions of subdivision (2) of this subsection, the bylaws, may provide that persons occupying certain positions within or without the corporation shall be ex-officio directors, but, unless otherwise provided in the certificate of incorporation or bylaws, such ex-officio directors shall not be counted in determining a quorum nor shall they be entitled to a vote. An ex-officio director shall continue to be a director as long as he or she continues to hold the office from which his or her ex-officio status derives, and shall cease to be an ex-officio director immediately and automatically upon ceasing to hold such office, without the need for any action by the corporation, its directors or its members. The provisions of sections 33-1085, 33-1087, 33-1088 and 33-1091 shall not apply to ex-officio directors.
(2) If the corporation has members entitled to vote on the adoption, amendment or repeal of its bylaws, any bylaw providing for ex-officio directors shall require the approval of such members, either before, on or after July 1, 2003, by the same vote of such members as would be necessary to amend such bylaws.
(c) In the cases of (1) corporations without members and (2) corporations without members entitled to vote for directors, the certificate of incorporation may provide for a self-perpetuating board of directors.
(P.A. 96-256, S. 59, 209; P.A. 03-18, S. 34; P.A. 06-196, S. 266.)
History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 amended Subsec. (b) by designating existing provisions as Subdiv. (1), adding provision re bylaws providing for ex-officio directors subject to provisions of Subdiv. (2), and adding Subdiv. (2) re vote of members on adoption, amendment or repeal of bylaw providing for ex-officio directors, effective July 1, 2003; P.A. 06-196 made technical changes in Subsec. (b)(1), effective June 7, 2006.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1084. - Election of directors by certain classes of members.

If the certificate of incorporation authorizes classes of members, the certificate may also authorize the election of all or a specified number of directors by members in one or more authorized classes of members.
(P.A. 96-256, S. 60, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1085. - Terms of directors generally.

(a) The terms of the initial directors of a corporation expire at the first members' meeting at which directors are elected or, in the case of a corporation without members entitled to vote for directors, at the first annual meeting of the board of directors, unless their terms are staggered pursuant to section 33-1086.
(b) The terms of all other directors expire at the next annual meeting of members or directors, as the case may be, following their election unless their terms are staggered under section 33-1086.
(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 meeting at which directors are elected.
(e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
(P.A. 96-256, S. 61, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1086. - Staggered terms for directors.

(a) The certificate of incorporation or, subject to the provisions of subsection (b) of this section, the bylaws, may provide for staggering the terms of directors, other than ex-officio directors, by dividing the total number of directors, other than ex-officio 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 meeting of members or, in the case of a corporation without members entitled to vote for directors, at the first annual meeting of the board of directors, after their election, the terms of the second group expire at the second such annual meeting of members or directors after their election, the terms of the third group, if any, expire at the third such annual meeting of members or directors after their election, the terms of the fourth group, if any, expire at the fourth such annual meeting of members or directors after their election, and the terms of the fifth group, if any, expire at the fifth such annual meeting of members or directors after their election. At each such annual meeting 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.
(b) If the corporation has members entitled to vote on the adoption, amendment or repeal of its bylaws, any bylaw providing for staggering the terms of directors shall require the approval of such members, either before, on or after July 1, 2003, by the same vote of such members as would be necessary to amend such bylaws.
(P.A. 96-256, S. 62, 209; P.A. 01-199, S. 37; P.A. 03-18, S. 35.)
History: P.A. 96-256 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; P.A. 03-18 designated existing provisions as Subsec. (a), added provision therein re bylaws providing for staggering the terms of directors subject to provisions of Subsec. (b), and added Subsec. (b) re vote of members on adoption, amendment or repeal of bylaw providing for staggering the terms of directors, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1087. - Resignation of directors.

(a) A director may resign at any time by delivering written notice to the board of directors, the chairman of the board of directors or the corporation.
(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
(P.A. 96-256, S. 63, 209; P.A. 97-246, S. 89, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to make technical changes, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1088. - Removal of directors by members or directors.

(a) The members entitled to vote for the election of directors or, if there are no such members, the directors, 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 class of members only the members of that class 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 members entitled to vote for directors or, if there are no such members, the directors, 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. 96-256, S. 64, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1089. - Proceedings to determine validity of election.

(a) Upon application of any member, director or person aggrieved, the superior court for the judicial district where the principal office of the corporation is located, or any judge thereof, shall forthwith hear and determine the validity of any election or appointment of any director or officer of a corporation and the right of any person to hold such office, and, if any such office is claimed by more than one person, determine the person entitled thereto, and to that end shall determine the voting and other rights of persons claiming the same in respect of such election or appointment, and confirm the election or appointment, order a new election as provided in section 33-1063 or direct other relief as may be just and proper.
(b) In any such application, service upon the person whose title to office is contested and upon the person, if any, claiming such office may, in addition to any other lawful manner of service, be made upon the registered agent of the corporation. The officer or other proper person directed to make such service shall deposit in the United States mails, by registered or certified mail, postage prepaid, a true and attested copy of the process, notice or demand, together with a statement by such officer or person making service that service is being made pursuant to this section, addressed to such person at the residence address thereof as the same appears on the records of the Secretary of the State, or, if no such address appears, at the address thereof last known to the party desiring to make such service.
(c) The corporation shall be made a party to any proceeding under this section and the court shall have power to enforce the production of any books, papers and records thereof relating to the issue. The court may make such further or other orders respecting service or notice of such application as it deems proper under the circumstances.
(P.A. 96-256, S. 65, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1090. - 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 the corporation or by its members holding at least ten per cent of the voting power of any class if the court finds that (1) the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion, with respect to the corporation and (2) removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(c) If members commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant.
(P.A. 96-256, S. 66, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1091. - 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 members entitled to vote for directors 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 class of members, only the members of that class are entitled to vote to fill the vacancy if it is filled by members entitled to vote for 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 33-1087 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(d) If the board of directors ceases to exist and there are no members having the right to vote for the election of directors, members without such vote shall thereupon be entitled to elect a new board of directors.
(P.A. 96-256, S. 67, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1091a. - Judicial appointment of board of directors.

If the board of directors of a corporation ceases to exist and there are no members having the right to vote for directors, and no members without the right to vote for directors who under such circumstances would be entitled under subsection (d) of section 33-1091 to elect a new board of directors, any officer of the corporation and, if there are no officers of the corporation, the Attorney General, any officer of any organization holding funds or other assets of the corporation or any other person having dealings with the corporation may petition the superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office, is located for an order appointing a new board of directors. The petition shall set forth the relevant circumstances, shall propose the names of three or more persons willing to serve as directors under the circumstances and shall contain the addresses and a brief statement of the backgrounds of such persons. A copy of such petition submitted by any person other than the Attorney General shall be provided by such person to the Attorney General. The court may require the submission of such additional information concerning the corporation and the persons proposed as directors and may order a hearing and notice to such persons, if any, as the court deems appropriate under the circumstances. The notice shall be given in such manner as the court deems appropriate, which may include any form of notice authorized under subsection (b) of section 33-1003. The court may thereafter, in an order issued pursuant to this section, appoint and set the terms of office of a new board of directors, which may include some or all of the persons proposed in the petition or may be composed entirely of other persons deemed appropriate by the court. Upon the issuance of such order, the persons appointed by the order as directors shall be the directors of the corporation for the terms of office set forth in the order with the same force, effect, power, authority, duties and responsibilities, and subject to the same standards of conduct, as if they had been otherwise validly elected and serving under the provisions of the certificate of incorporation, the bylaws and sections 33-1000 to 33-1290, inclusive.
(P.A. 03-18, S. 36.)
History: P.A. 03-18 effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1092. - Compensation of directors.

Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors, including reasonable allowance for expenses actually incurred in connection with their duties.
(P.A. 96-256, S. 68, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1095. - 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 bylaws provide 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. 96-256, S. 69, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1096. - Court-ordered meeting of directors.

(a) The superior court for the judicial district where a corporation's principal office in this state is located may summarily order a meeting of the board of directors to be held: (1) On application of any director of the corporation if no meeting of the board of directors has been held for a period of twelve months or more; or (2) on application of a director who signed a demand for a special meeting valid under the bylaws 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) The court may fix the time and place of the meeting, determine the directors entitled to participate in 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.
(P.A. 96-256, S. 70, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1097. - 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 33-1000 to 33-1290, 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. 96-256, S. 71, 209; P.A. 01-199, S. 38.)
History: P.A. 96-256 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 602 - Nonstock Corporations › Section 33-1098. - Notice of meeting.

(a) Unless the certificate of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting, except that, unless stated in a written notice of the meeting, no bylaw may be brought up for adoption, amendment or repeal.
(b) Unless the certificate of incorporation or bylaws provide 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. Unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws require otherwise, notice of a special 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, no bylaw may be brought up for adoption, amendment or repeal.
(P.A. 96-256, S. 72, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1099. - Waiver of notice.

(a) A director may waive any notice required by sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
(P.A. 96-256, S. 73, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1100. - Quorum and voting.

(a) Unless the certificate of incorporation or bylaws require a greater number or unless otherwise specifically provided in sections 33-1116 to 33-1125, inclusive, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) a majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The certificate of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this section, but not less than two.
(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or bylaws require the vote of a greater number of directors.
(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) He objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
(P.A. 96-256, S. 74, 209; P.A. 97-246, S. 52, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to add “or unless otherwise specifically provided in sections 33-1116 to 33-1125, inclusive,”, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1104. - General standards for directors.

(a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation.
(b) In discharging his duties a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.
(c) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.
(P.A. 96-256, S. 76, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1105. - Liability for unlawful distribution.

(a) A director who votes for or assents to a distribution made in violation of sections 33-1000 to 33-1290, inclusive, or the certificate of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating said sections or the certificate of incorporation if it is established that he did not perform his duties in compliance with section 33-1104 or 33-1178a. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution: (1) From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and (2) from each recipient for the amount the recipient accepted knowing the distribution was made in violation of sections 33-1000 to 33-1290, inclusive, or the certificate of incorporation.
(c) A proceeding under this section to enforce: (1) The liability of a director under subsection (a) of this section is barred unless it is commenced within three years after the date (A) on which the distribution was made, (B) as of which the violation of sections 33-1000 to 33-1290, inclusive, occurred as a consequence of disregarding a restriction in the certificate of incorporation, or (C) on which the distribution of assets to members under section 33-1178a was made; or (2) contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.
(d) For purposes of this section, a director shall be deemed to have voted for a distribution if such director was present at the meeting of the board of directors or committee thereof at the time such distribution was authorized and did not vote in dissent therefrom, or if such director consented thereto pursuant to section 33-1097.
(P.A. 96-256, S. 77, 209; P.A. 03-18, S. 38.)
History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding reference to Sec. 33-1178a and amended Subsec. (c) by designating existing limitation period as Subdiv. (1) and Subpara. (A), adding Subparas. (B) and (C) barring liability of director under Subsec. (a) unless proceeding to enforce is commenced within three years after date as of which violation occurred as consequence of disregarding restriction in certificate of incorporation or on which distribution under Sec. 33-1178a was made, and adding Subdiv. (2) barring contribution or recoupment under Subsec. (b) unless commenced within one year after final adjudication of liability under Subsec. (a), effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1106. - Liability for loans.

Directors who vote for or assent to the making of a loan to an officer or to a director of a corporation, or any officer or officers participating in the making of such loan, which loan is neither made in the usual course of the corporation's affairs nor made primarily for a legitimate purpose of the corporation, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.
(P.A. 96-256, S. 78, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1109. - Officers.

(a) A corporation has the offices described in its bylaws. Officers shall be appointed or elected at such time and in such manner as may be prescribed by the bylaws and, in the absence of applicable bylaws, shall be elected by the directors.
(b) An officer may appoint one or more officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and members' meetings and for maintaining and authenticating the records of the corporation required to be kept under subsections (a) and (e) of section 33-1235.
(d) The same individual may simultaneously hold more than one office in a corporation.
(P.A. 96-256, S. 79, 209; P.A. 01-199, S. 40.)
History: P.A. 96-256 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to provide that a corporation has the “offices”, rather than “officers”, described in its bylaws and provide that in the absence of bylaws officers shall be “elected”, rather than “appointed”, by the directors, amended Subsec. (b) to replace “A duly appointed officer” with “An officer” and delete provision re “assistant officers” and amended Subsec. (c) to replace “delegate” with “assign”, add provision re “maintaining” the records and specify that the corporate records to be maintained and authenticated are those required to be kept under Sec. 33-1235(a) and (e).
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1110. - Functions of officers.

Each officer has the authority and shall perform the functions set forth in the bylaws, or to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
(P.A. 96-256, S. 80, 209; P.A. 06-68, S. 18.)
History: P.A. 96-256 effective January 1, 1997; P.A. 06-68 replaced references to “duties” with references to “functions”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1111. - Standards of conduct for officers.

(a) An officer with discretionary authority shall discharge his duties under that authority: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation.
(b) In discharging his duties an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c) An officer is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.
(P.A. 96-256, S. 81, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1112. - Resignation and removal of officers.

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board of directors or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.
(b) An officer may be removed at any time with or without cause by: (1) The board of directors; (2) the officer who appointed such officer, unless the bylaws provide otherwise; or (3) any other officer if authorized by the bylaws or the board of directors.
(c) In this section, “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
(P.A. 96-256, S. 82, 209; P.A. 01-199, S. 41.)
History: P.A. 96-256 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to replace “date” with “time” where appearing and add references to “the appointing officer” in provision re filling of a pending vacancy when a resignation is made effective at a later time, amended Subsec. (b) to rephrase provisions, designate as Subdiv. (1) provision re removal by the board of directors, add Subdiv. (2) re removal by the officer who appointed such officer and add Subdiv. (3) re removal by any other officer authorized by the bylaws or board of directors and added Subsec. (c) to define “appointing officer”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1113. - Contract rights of officers.

(a) The appointment of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
(P.A. 96-256, S. 83, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1118. - Mandatory indemnification.

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.
(P.A. 96-256, S. 86, 209; P.A. 97-246, S. 56, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 deleted provision that subjected the indemnification requirement to any limitation contained in the certificate of incorporation and made a technical change, effective June 27, 1997.