Title 33 — Title 33: Corporations
22 chapters · 690 sections in this title.
Conn. Gen. Stat. § 33-743 Removal of directors by judicial proceeding.
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Sec. 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 comm…
Conn. Gen. Stat. § 33-744 Vacancy on board of directors.
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Sec. 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 b…
Conn. Gen. Stat. § 33-745 Compensation of directors.
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Sec. 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…
Conn. Gen. Stat. §§ 33-746 and 33-747 33-746 and 33-747
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Secs. 33-746 and 33-747. Reserved for future use. (B) MEETINGS AND ACTION OF THE BOARD
Conn. Gen. Stat. § 33-748 Meetings.
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Sec. 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…
Conn. Gen. Stat. § 33-749 Action without meeting.
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Sec. 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 b…
Conn. Gen. Stat. § 33-750 Notice of meeting.
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Sec. 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 by…
Conn. Gen. Stat. § 33-751 Waiver of notice.
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Sec. 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…
Conn. Gen. Stat. § 33-752 Quorum and voting.
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Sec. 33-752. Quorum and voting. (a) Unless the certificate of incorporation or a bylaw requires a greater number or unless otherwise specifically provided in sections 33-770 to 33-779, inclusive, a quorum of a board of directors consists of: (1) A majority of the fixed number of …
Conn. Gen. Stat. § 33-753 Committees.
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Sec. 33-753. Committees. (a) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such commit…
Conn. Gen. Stat. § 33-754 Submission of matters for shareholder vote.
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Sec. 33-754. Submission of matters for shareholder vote. A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter. (P.A. 10-35, S. 5.)
Conn. Gen. Stat. § 33-755 33-755
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Sec. 33-755. Reserved for future use. (C) STANDARDS OF CONDUCT AND LIABILITY
Conn. Gen. Stat. § 33-756 General standards of conduct for directors.
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Sec. 33-756. General standards of conduct for directors. (a) Each member of the board of directors, when discharging the duties of a director, shall act: (1) In good faith; and (2) in a manner the director reasonably believes to be in the best interests of the corporation. (b) Th…
Conn. Gen. Stat. § 33-757 Liability for unlawful distribution.
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Sec. 33-757. Liability for unlawful distribution. (a) A director who votes for or assents to a distribution made in violation of section 33-687 or subsection (a) of section 33-887b or the certificate of incorporation is personally liable to the corporation for the amount of the d…
Conn. Gen. Stat. § 33-758 General standards of liability for directors.
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Sec. 33-758. General standards of liability for directors. (a) A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceed…
Conn. Gen. Stat. §§ 33-759 to 33-762 33-759 to 33-762
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Secs. 33-759 to 33-762. Reserved for future use. (D) OFFICERS
Conn. Gen. Stat. § 33-763 Officers.
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Sec. 33-763. Officers. (a) A corporation has the offices described in its bylaws or designated by the board of directors in accordance with the bylaws. (b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or m…
Conn. Gen. Stat. § 33-764 Functions of officers.
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Sec. 33-764. 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 dir…
Conn. Gen. Stat. § 33-765 Standards of conduct for officers.
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Sec. 33-765. 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…
Conn. Gen. Stat. § 33-766 Resignation and removal of officers.
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Sec. 33-766. 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 lat…
Conn. Gen. Stat. § 33-767 Contract rights of officers.
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Sec. 33-767. 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 con…
Conn. Gen. Stat. §§ 33-768 and 33-769 33-768 and 33-769
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Secs. 33-768 and 33-769. Reserved for future use. (E) INDEMNIFICATION
Conn. Gen. Stat. § 33-770 Definitions.
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Sec. 33-770. Definitions. As used in sections 33-770 to 33-779, inclusive: (1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger. (2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a c…
Conn. Gen. Stat. § 33-771 Permissible indemnification.
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Sec. 33-771. Permissible indemnification. (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (1) (A) He conducted himself in good fait…
Conn. Gen. Stat. § 33-772 Mandatory indemnification.
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Sec. 33-772. 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 hi…
Conn. Gen. Stat. § 33-773 Advance for expenses.
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Sec. 33-773. Advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual i…
Conn. Gen. Stat. § 33-774 Court-ordered indemnification and advance for expenses.
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Sec. 33-774. Court-ordered indemnification and advance for expenses. (a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdictio…
Conn. Gen. Stat. § 33-775 Determination and authorization of indemnification.
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Sec. 33-775. Determination and authorization of indemnification. (a) A corporation may not indemnify a director under section 33-771 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met th…
Conn. Gen. Stat. § 33-776 Indemnification of and advance for expenses to officers. Indemnification by corporations incorporated prior to January 1, 1997.
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Sec. 33-776. Indemnification of and advance for expenses to officers. Indemnification by corporations incorporated prior to January 1, 1997. (a) A corporation may indemnify and advance expenses under sections 33-770 to 33-779, inclusive, to an officer of the corporation who is a …
Conn. Gen. Stat. § 33-777 Insurance.
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Sec. 33-777. Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trust…
Conn. Gen. Stat. § 33-778 Variation by corporate action.
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Sec. 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 ri…
Conn. Gen. Stat. § 33-779 Exclusivity of provisions.
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Sec. 33-779. Exclusivity of provisions. A corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by sections 33-770 to 33-778, inclusive. (P.A. 97-246, S. 21, 99.) History: P.A. 97-246 effective June 27, 1997.
Conn. Gen. Stat. § 33-780 33-780
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Sec. 33-780. Reserved for future use. (F) DIRECTORS' CONFLICTING INTEREST TRANSACTIONS
Conn. Gen. Stat. § 33-781 Definitions.
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Sec. 33-781. Definitions. As used in sections 33-781 to 33-784, inclusive: (1) “Director's conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, (A) to which, at the relevant ti…
Conn. Gen. Stat. § 33-782 Judicial action.
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Sec. 33-782. Judicial action. (a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corp…
Conn. Gen. Stat. § 33-783 Directors' action.
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Sec. 33-783. Directors' action. (a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (1) of subsection (b) of section 33-782 if the transaction has been authorized by the affirmative vote of a majority, but no few…
Conn. Gen. Stat. § 33-784 Shareholders' action.
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Sec. 33-784. Shareholders' action. (a) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (2) of subsection (b) of section 33-782 if a majority of the votes cast by the holders of all qualified shares are in favo…
Conn. Gen. Stat. § 33-785 Taking advantage of a business opportunity.
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Sec. 33-785. Taking advantage of a business opportunity. (a) If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief, or give rise to an aw…
Conn. Gen. Stat. §§ 33-786 to 33-794 33-786 to 33-794
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Secs. 33-786 to 33-794. Reserved for future use. PART IX AMENDMENT OF CERTIFICATE OF INCORPORATIONAND BYLAWS (A) AMENDMENT OF CERTIFICATE OF INCORPORATION
Conn. Gen. Stat. § 33-795 Authority to amend.
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Sec. 33-795. Authority to amend. (a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not …
Conn. Gen. Stat. § 33-796 Amendment by board of directors.
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Sec. 33-796. Amendment by board of directors. Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without shareholder approval: (1) To extend the duration of the corp…
Conn. Gen. Stat. § 33-797 Amendment by board of directors and shareholders.
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Sec. 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 prov…
Conn. Gen. Stat. § 33-798 Voting on amendments by voting groups.
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Sec. 33-798. Voting on amendments by voting groups. (a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by sections 33-600…
Conn. Gen. Stat. § 33-799 Amendment before issuance of shares.
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Sec. 33-799. Amendment before issuance of shares. If a corporation has not yet issued shares, its board of directors, or the incorporators if it has no board of directors, may adopt one or more amendments to the corporation's certificate of incorporation. (P.A. 94-186, S. 124, 21…
Conn. Gen. Stat. § 33-800 Certificate of amendment.
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Sec. 33-800. Certificate of amendment. After an amendment to the certificate of incorporation has been adopted and approved in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation, the corporation shall deliver to the Secretary of t…
Conn. Gen. Stat. § 33-801 Restated certificate of incorporation.
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Sec. 33-801. Restated certificate of incorporation. (a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without shareholder approval, to consolidate all amendments to the certificate of incorporation into a single document. (b)…
Conn. Gen. Stat. § 33-802 Amendment pursuant to reorganization.
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Sec. 33-802. Amendment pursuant to reorganization. (a) A corporation's certificate of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a law of…
Conn. Gen. Stat. § 33-803 Effect of amendment.
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Sec. 33-803. Effect of amendment. An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the …
Conn. Gen. Stat. §§ 33-804 and 33-805 33-804 and 33-805
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Secs. 33-804 and 33-805. Reserved for future use. (B) AMENDMENT OF BYLAWS
Conn. Gen. Stat. § 33-806 Amendment by shareholders or board of directors.
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Sec. 33-806. Amendment by shareholders or board of directors. (a) A corporation's shareholders may amend or repeal the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The certificate of incorporation, section 3…