2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-797. - Amendment by board of directors and shareholders.

(a) If a corporation has issued shares, an amendment to the certificate of incorporation shall be adopted as provided in this section. A proposed amendment must be adopted by the board of directors.
(b) Except as provided in sections 33-796, 33-801, and 33-802, after adopting the proposed amendment, the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless (1) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (2) section 33-754 applies. If subdivision (1) or (2) of this subsection applies, the board of directors must transmit to the shareholders the basis for so proceeding.
(c) The board of directors may condition its submission of the amendment to the shareholders on any basis.
(d) If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment.
(e) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by voting groups, and except as provided in subsection (f) of this section, the amendment to be adopted must be approved by: (1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create appraisal rights; and (2) the votes required by sections 33-709 and 33-710 by every other voting group entitled to vote on the amendment.
(f) Notwithstanding any provision of subsection (e) of this section to the contrary, an amendment to the certificate of incorporation of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, and which at the time of any shareholder vote on such a proposed amendment has less than one hundred shareholders of record, shall, unless the certificate of incorporation of such corporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon.
(P.A. 94-186, S. 122, 215; P.A. 96-271, S. 86
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88, 254; P.A. 03-18, S. 10; P.A. 10-35, S. 6.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing and amended Subsec. (f) to replace “January 1, 1996” with “January 1, 1997”, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re adoption of amendment if corporation has issued shares and re adoption of proposed amendment by the board, amended Subsec. (b) by making technical changes, adding exception for provisions of Secs. 33-796, 33-801 and 33-802, replacing provision requiring the board to recommend the amendment to the shareholders in order for the amendment to be adopted with provision requiring the board to submit the amendment to the shareholders for their approval after the amendment is adopted, adding provision requiring the board to transmit to the shareholders a recommendation that the shareholders approve the amendment, deleting provisions re communication of basis for determination to the shareholders and re shareholder approval of the amendment as provided in Subsec. (e) and adding provision requiring board to transmit to the shareholders the basis for its determination not to recommend approval of the amendment, amended Subsec. (c) by replacing “submission of the proposed amendment” with “submission of the amendment to the shareholders”, amended Subsec. (d) by adding provision re notice if the amendment is required to be approved by the shareholders at a meeting, replacing provision re notice of proposed shareholder meeting in accordance with Sec. 33-699 with provision re notice of meeting of shareholders at which the amendment is to be submitted for approval, deleting references to proposed amendment and summary of the amendment and making technical changes, amended Subsec. (e) by replacing “dissenter's rights” with “appraisal rights” and amended Subsec. (f) by making a technical change, effective July 1, 2003; P.A. 10-35 amended Subsec. (b) to designate existing provisions re board determination that it should not make a recommendation due to conflicts of interest or other special circumstances as Subdiv. (1), add Subdiv. (2) re whether Sec. 33-754 applies, and provide that if Subdiv. (1) or (2) applies, board must transmit to shareholders basis for so proceeding, rather than basis for determination.