2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-778. - Variation by corporate action.

(a) A corporation may, by a provision in its certificate of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 33-771 or advance funds to pay for or reimburse expenses in accordance with section 33-773. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of section 33-773 and subsection (c) of section 33-775. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 33-773 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(b) A right of indemnification or to advances for expenses created by this subpart or under subsection (a) of this section and in effect at the time of an act or omission shall not be eliminated or impaired with respect to such act or omission by an amendment of the certificate of incorporation or bylaws or a resolution of the directors or shareholders, adopted after the occurrence of such act or omission, unless, in the case of a right created under subsection (a) of this section, the provision creating such right and in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.
(c) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the certificate of incorporation, bylaws or resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by subdivision (3) of subsection (a) of section 33-820.
(d) Subject to subsection (b) of this section, a corporation may, by a provision in its certificate of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to sections 33-770 to 33-779, inclusive.
(e) Sections 33-770 to 33-779, inclusive, do not limit a corporation's power to pay or reimburse expenses incurred by a director or officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.
(f) Sections 33-770 to 33-779, inclusive, do not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.
(P.A. 94-186, S. 115, 215; P.A. 96-271, S. 81, 254; P.A. 97-246, S. 20, 99; P.A. 01-199, S. 14; P.A. 12-32, S. 10; P.A. 15-48, S. 10.)
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. 97-246 substantially revised section, including adding Subsec. (b) re limitation on indemnification of or advance for expenses to a director of a predecessor of the corporation and adding Subsec. (c) authorizing a corporation in its certificate of incorporation to limit statutory rights of indemnification and advance for expenses, effective June 27, 1997; P.A. 01-199 amended Subsec. (a) to provide that obligatory provision shall be deemed to satisfy the requirements for authorization in Sec. 33-773(c) and Sec. 33-775(c); P.A. 12-32 added new Subsec. (b) re prohibition of elimination or impairment of right of indemnification or to advances for expenses, redesignated existing Subsecs. (b) to (d) as Subsecs. (c) to (e) and amended redesignated Subsec. (d) to add reference to Subsec. (b); P.A. 15-48 amended Subsec. (e) by adding “or officer” and added Subsec. (f) re corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of employee or agent.