Table of Contents
Sec. 33-1000. Short title: Connecticut Revised Nonstock Corporation Act.
Sec. 33-1001. Construction of statutes.
Sec. 33-1002. Definitions.
Sec. 33-1003. Notice.
Sec. 33-1004. Filing requirements.
Sec. 33-1005. Forms. Mailing address.
Sec. 33-1006. Effective time and date of document.
Sec. 33-1007. Correcting filed document.
Sec. 33-1008. Filing duty of Secretary of the State.
Sec. 33-1009. Appeal from Secretary of the State's refusal to file document.
Sec. 33-1010. Evidentiary effect of copy of filed document.
Sec. 33-1011. Certificate of existence or authorization.
Sec. 33-1012. Penalty for signing false document.
Sec. 33-1013. Fees payable to Secretary of the State.
Sec. 33-1014. Franchise tax.
Sec. 33-1015. Powers of Secretary of the State.
Sec. 33-1016. Regulations regarding electronic filing.
Sec. 33-1017. Interrogatories by Secretary of the State.
Secs. 33-1018 to 33-1024.
Sec. 33-1025. Incorporators.
Sec. 33-1026. Certificate of incorporation.
Sec. 33-1027. Incorporation.
Sec. 33-1028. Liability for preincorporation transactions.
Sec. 33-1029. Organization of corporation.
Sec. 33-1030. Bylaws.
Sec. 33-1031. Emergency bylaws.
Secs. 33-1032 to 33-1034.
Sec. 33-1035. Purposes.
Sec. 33-1036. General powers.
Sec. 33-1037. Emergency powers.
Sec. 33-1038. Ultra vires.
Secs. 33-1039 to 33-1044.
Sec. 33-1045. Corporate name.
Sec. 33-1046. Reserved name.
Sec. 33-1047. Registered name.
Secs. 33-1048 and 33-1049.
Sec. 33-1050. Registered office and registered agent.
Sec. 33-1051. Change of registered office or registered agent.
Sec. 33-1052. Resignation of registered agent.
Sec. 33-1053. Service of process on corporation.
Sec. 33-1054.
Sec. 33-1055. Classes of members.
Sec. 33-1056. Rules for membership.
Sec. 33-1057. Corporation may impose fines and penalties and levy dues and assessments.
Sec. 33-1058. Liability of members.
Secs. 33-1059 and 33-1060.
Sec. 33-1061. Annual meeting. Regular meeting.
Sec. 33-1062. Special meeting.
Sec. 33-1063. Court-ordered meeting.
Sec. 33-1064. Action without meeting. Validity of actions at meetings not properly
called.
Sec. 33-1065. Notice of meeting.
Sec. 33-1066. Waiver of notice.
Sec. 33-1067. Record date.
Sec. 33-1068. Chairperson to preside.
Sec. 33-1069.
Sec. 33-1070. Members' list for meeting.
Sec. 33-1071. Member voting rights.
Sec. 33-1072. Proxies.
Sec. 33-1073. Corporation's acceptance or rejection of votes.
Sec. 33-1074. Quorum and voting requirements.
Sec. 33-1075. Action by single and multiple classes of members.
Sec. 33-1076. Other quorum or voting requirement.
Sec. 33-1077. Voting for directors. Cumulative voting.
Sec. 33-1078. Inspectors.
Sec. 33-1079.
Sec. 33-1080. Requirements for and duties of board of directors.
Sec. 33-1081. Qualifications of directors.
Sec. 33-1082. Number and election of directors.
Sec. 33-1083. Special provisions regarding directors.
Sec. 33-1084. Election of directors by certain classes of members.
Sec. 33-1085. Terms of directors generally.
Sec. 33-1086. Staggered terms for directors.
Sec. 33-1087. Resignation of directors.
Sec. 33-1088. Removal of directors by members or directors.
Sec. 33-1089. Proceedings to determine validity of election.
Sec. 33-1090. Removal of directors by judicial proceeding.
Sec. 33-1091. Vacancy on board of directors.
Sec. 33-1092. Compensation of directors.
Secs. 33-1093 and 33-1094.
Sec. 33-1095. Meetings.
Sec. 33-1096. Court-ordered meeting of directors.
Sec. 33-1097. Action without meeting.
Sec. 33-1098. Notice of meeting.
Sec. 33-1099. Waiver of notice.
Sec. 33-1100. Quorum and voting.
Sec. 33-1101. Committees.
Secs. 33-1102 and 33-1103.
Sec. 33-1104. General standards for directors.
Sec. 33-1105. Liability for unlawful distribution.
Sec. 33-1106. Liability for loans.
Secs. 33-1107 and 33-1108.
Sec. 33-1109. Officers.
Sec. 33-1110. Duties of officers.
Sec. 33-1111. Standards of conduct for officers.
Sec. 33-1112. Resignation and removal of officers.
Sec. 33-1113. Contract rights of officers.
Secs. 33-1114 and 33-1115.
Sec. 33-1116. Definitions.
Sec. 33-1117. Permissible indemnification.
Sec. 33-1118. Mandatory indemnification.
Sec. 33-1119. Advance for expenses.
Sec. 33-1120. Court-ordered indemnification and advance for expenses.
Sec. 33-1121. Determination and authorization of indemnification.
Sec. 33-1122. Indemnification of and advance for expenses to officers, employees and
agents.
Sec. 33-1123. Insurance.
Sec. 33-1124. Variation by corporate action.
Secs. 33-1125. Exclusivity of provisions.
Sec. 33-1126.
Sec. 33-1127. Definitions.
Sec. 33-1128. Judicial action.
Sec. 33-1129. Directors' action.
Sec. 33-1130. Members' action.
Secs. 33-1131 to 33-1139.
Sec. 33-1140. Authority to amend.
Sec. 33-1141. Certain amendments by board of directors.
Sec. 33-1142. Amendment by board of directors and members.
Sec. 33-1143. Amendments by incorporators.
Sec. 33-1144. Certificate of amendment.
Sec. 33-1145. Restated certificate of incorporation.
Sec. 33-1146. Amendment pursuant to reorganization.
Sec. 33-1147. Effect of amendment.
Secs. 33-1148 and 33-1149.
Sec. 33-1150. Amendment by board of directors or members.
Sec. 33-1151. Bylaw increasing quorum or voting requirement for members.
Sec. 33-1152. Bylaw increasing quorum or voting requirement for directors.
Secs. 33-1153 and 33-1154.
Sec. 33-1155. Merger.
Sec. 33-1156. Action on plan of merger.
Sec. 33-1157. Certificate of merger.
Sec. 33-1158. Effect of merger.
Sec. 33-1159. Merger with foreign corporation.
Secs. 33-1160 to 33-1164.
Sec. 33-1165. Sale of assets in regular course of affairs and mortgage or transfer of
assets.
Sec. 33-1166. Sale of assets other than in regular course of affairs.
Secs. 33-1167 to 33-1169.
Sec. 33-1170. Dissolution by incorporators or initial directors.
Sec. 33-1171. Dissolution by resolution of board of directors and members.
Sec. 33-1172. Certificate of dissolution.
Sec. 33-1173. Revocation of dissolution.
Sec. 33-1174. Effect of dissolution.
Sec. 33-1175. Adoption of plan for distribution of assets.
Sec. 33-1176. Liquidating distribution of assets.
Sec. 33-1177. Known claims against dissolved corporation.
Sec. 33-1178. Unknown claims against dissolved corporation.
Secs. 33-1179 and 33-1180.
Sec. 33-1181. Administrative dissolution.
Sec. 33-1182. Effect of administrative dissolution.
Sec. 33-1183. Reinstatement following administrative dissolution.
Sec. 33-1184. Appeal from refusal of reinstatement.
Secs. 33-1185 and 33-1186.
Sec. 33-1187. Grounds for judicial dissolution.
Sec. 33-1188. Procedure for judicial dissolution.
Sec. 33-1189. Receivership or custodianship.
Sec. 33-1190. Decree of dissolution.
Secs. 33-1191 and 33-1192.
Sec. 33-1193. Deposit of assets with State Treasurer or other state official.
Secs. 33-1194 to 33-1199.
Sec. 33-1200. Provisions applicable to specially chartered corporations.
Sec. 33-1201. Formation of specially chartered corporation.
Sec. 33-1202. Amendment of special charter.
Sec. 33-1203. Surrender of charter and reincorporation.
Sec. 33-1204. Franchise tax.
Sec. 33-1205. Dissolution of specially chartered beach association.
Secs. 33-1206 to 33-1209.
Sec. 33-1210. Authority to conduct affairs required.
Sec. 33-1211. Consequences of conducting affairs without authority.
Sec. 33-1212. Application for certificate of authority.
Sec. 33-1213. Amended certificate of authority.
Sec. 33-1214. Effect of certificate of authority.
Sec. 33-1215. Corporate name of foreign corporation.
Sec. 33-1216. Registered office and registered agent of foreign corporation.
Sec. 33-1217. Change of registered office or registered agent of foreign corporation.
Sec. 33-1218. Resignation of registered agent of foreign corporation.
Sec. 33-1219. Service of process on foreign corporation.
Secs. 33-1220 and 33-1221.
Sec. 33-1222. Withdrawal of foreign corporation.
Secs. 33-1223 and 33-1224.
Sec. 33-1225. Grounds for revocation.
Sec. 33-1226. Procedure for and effect of revocation.
Sec. 33-1227. Appeal from revocation.
Secs. 33-1228 to 33-1234.
Sec. 33-1235. Corporate records.
Sec. 33-1236. Inspection of records by members.
Sec. 33-1237. Scope of inspection right.
Sec. 33-1238. Court-ordered inspection.
Secs. 33-1239 and 33-1240.
Sec. 33-1241. Financial statements.
Sec. 33-1242. Other reports to members.
Sec. 33-1243. Reports.
Sec. 33-1244. Failure to file report. Incorrect report.
Sec. 33-1245. Interim notice of change of director or officer.
Secs. 33-1246 to 33-1284.
Sec. 33-1285. Judicial relief.
Sec. 33-1286. Applicability to domestic corporations in existence on January 1, 1997.
Sec. 33-1287. Applicability to qualified foreign corporations.
Sec. 33-1288. Savings provisions.
Sec. 33-1289. Reservation of power to amend or repeal.
Sec. 33-1290. Severability.
GENERAL PROVISIONS
Sec. 33-1000. Short title: Connecticut Revised Nonstock Corporation Act.
Sections 33-1000 to 33-1290, inclusive, shall be known and may be cited as the "Connecticut Revised Nonstock Corporation Act". Sec. 33-1001. Construction of statutes. (a) Sections 33-1000 to 33-1290, inclusive, shall be so construed as to provide for a general corporate form for the conduct of
lawful activities with such variations and modifications from the form so provided as
the interested parties may agree upon, subject to the interests of the state and third parties.
Whether or not a section of said sections contains the words "unless the certificate of
incorporation or bylaws otherwise provide", or words of similar import, no provision
of a certificate of incorporation or bylaw shall be held invalid on the ground that it is
inconsistent with such section unless such section expressly prohibits variations therefrom, or prescribes minimum or maximum numerical requirements, or a substantial
interest of the state or third parties is adversely affected thereby. Sec. 33-1002. Definitions. As used in sections 33-1000 to 33-1290, inclusive: Sec. 33-1003. Notice. (a) Notice under sections 33-1000 to 33-1290, inclusive,
shall be in writing unless oral notice is reasonable under the circumstances. Written
notice includes notice by electronic transmission. Sec. 33-1004. Filing requirements. (a) A document shall satisfy the requirements
of this section, and of any other section that adds to or varies from these requirements,
to be entitled to filing by the Secretary of the State. Sec. 33-1005. Forms. Mailing address. (a) The Secretary of the State may prescribe and furnish on request forms for: (1) An application for a certificate of existence;
(2) a foreign corporation's application for a certificate of authority to conduct affairs in
this state; (3) a foreign corporation's application for a certificate of withdrawal; and
(4) the annual report. If the Secretary of the State so requires, use of these forms is
mandatory. Sec. 33-1006. Effective time and date of document. (a) Except as provided in
subsection (b) of this section and subsection (c) of section 33-1007, a document accepted
for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the
Secretary of the State's date and time endorsement on the original document or, when
the document is electronically transmitted, as evidenced by electronic means prescribed
by the Secretary of the State for the purpose of recording electronically the date and
time of filing; or (2) at the time specified in the document as its effective time on the
date it is filed. Sec. 33-1007. Correcting filed document. (a) A domestic or foreign corporation
may correct a document filed by the Secretary of the State if the document (1) contains
an incorrect statement or (2) was defectively executed, attested, sealed, verified or acknowledged. Sec. 33-1008. Filing duty of Secretary of the State. (a) If a document delivered
to the office of the Secretary of the State for filing satisfies the requirements of section
33-1004, the Secretary of the State shall file it. Sec. 33-1009. Appeal from Secretary of the State's refusal to file document.
(a) If the Secretary of the State refuses to file a document delivered to his office for
filing, the domestic or foreign corporation may appeal the refusal within thirty days
after the return of the document to the superior court for the judicial district of Hartford.
The appeal is commenced by petitioning the court to compel filing the document and
by attaching to the petition the document and the Secretary of the State's explanation
of his refusal to file. Sec. 33-1010. Evidentiary effect of copy of filed document. A copy of a document filed by the Secretary of the State, which copy is certified by the Secretary of the
State, bearing his signature, which may be a facsimile, and the seal of this state, is
conclusive evidence that the original document is on file with the Secretary of the State. Sec. 33-1011. Certificate of existence or authorization. (a) Any person may
apply to the Secretary of the State to furnish a certificate of existence for a domestic
corporation or a certificate of authorization for a foreign corporation. Sec. 33-1012. Penalty for signing false document. A person who signs or otherwise executes a document he knows is false in any material respect with intent that the
document be delivered to the Secretary of the State for filing shall be subject to the
penalty for false statement under section 53a-157b. Sec. 33-1013. Fees payable to Secretary of the State. (a) The Secretary of the
State shall charge and collect the following fees for filing documents and issuing certificates and remit them to the Treasurer for the use of the state: (1) Filing application to
reserve, register, renew or cancel registration of corporate name, thirty dollars; (2) filing
transfer of reserved corporate name, thirty dollars; (3) filing a certificate of incorporation, including appointment of registered agent, ten dollars; (4) filing change of address
of registered agent or change of registered agent, ten dollars; (5) filing notice of resignation of registered agent in duplicate, ten dollars; (6) filing certificate of amendment to
certificate of incorporation, ten dollars; (7) filing restated certificate of incorporation,
ten dollars; (8) filing certificate of merger, ten dollars; (9) filing certificate of correction,
ten dollars; (10) filing certificate of surrender of special charter and adoption of certificate of incorporation, ten dollars; (11) filing certificate of dissolution, ten dollars; (12)
filing certificate of revocation of dissolution, ten dollars; (13) filing annual report,
twenty-five dollars; (14) filing application of foreign corporation for certificate of authority to conduct affairs in this state and issuing certificate of authority, twenty dollars;
(15) filing application of foreign corporation for amended certificate of authority to
conduct affairs in this state and issuing amended certificate of authority, twenty dollars;
(16) filing application for withdrawal of foreign corporation and issuing certificate of
withdrawal, twenty dollars; (17) filing certificate of reinstatement, including appointment of registered agent, fifty-five dollars; (18) filing a corrected annual report, twenty-
five dollars; and (19) filing an interim notice of change of director or officer, ten dollars. Sec. 33-1014. Franchise tax. A corporation shall pay and the Secretary of the State
shall charge and collect from such corporation a franchise tax of thirty dollars when it
files its certificate of incorporation. Sec. 33-1015. Powers of Secretary of the State. The Secretary of the State has
the power reasonably necessary to perform the duties required of him by sections 33-
1000 to 33-1290, inclusive. Sec. 33-1016. Regulations regarding electronic filing. The Secretary of the State
may adopt regulations in accordance with the provisions of chapter 54 governing the
filing with and delivery of documents to the office of the Secretary of the State under
sections 33-1000 to 33-1290, inclusive, by electronic means, including facsimile and
computer transmission. Sec. 33-1017. Interrogatories by Secretary of the State. (a) The Secretary of the
State may propound to any corporation subject to the provisions of sections 33-1000 to
33-1290, inclusive, domestic or foreign, and to any officer or director thereof, such
interrogatories as may be reasonably necessary and proper to enable him to ascertain
whether such corporation has complied with the provisions of said sections applicable
to such corporation. Such interrogatories shall be answered within thirty days after the
mailing thereof, or within such additional time as shall be fixed by the Secretary of the
State, and the answers thereto shall be full and complete and shall be made in writing and
under oath. If such interrogatories are directed to an individual they shall be answered by
him, and, if directed to a corporation, they shall be answered by the president, vice
president, secretary or assistant secretary thereof. Secs. 33-1018 to 33-1024. Reserved for future use. Sec. 33-1025. Incorporators. One or more persons may act as the incorporator or
incorporators of a corporation by delivering a certificate of incorporation to the Secretary
of the State for filing. Sec. 33-1026. Certificate of incorporation. (a) The certificate of incorporation
shall set forth: (1) A corporate name for the corporation that satisfies the requirements
of section 33-1045; (2) a statement that the corporation is nonprofit and that the corporation shall not have or issue shares of stock or make distributions; (3) whether the corporation is to have members and, if it is to have members, the provisions which under section
33-1055 are required to be set forth in the certificate of incorporation; (4) the street
address of the corporation's initial registered office and the name of its initial registered
agent at that office; (5) the name and address of each incorporator; and (6) the nature
of the activities to be conducted or the purposes to be promoted or carried out, except
that it shall be sufficient to state, either alone or with other activities or purposes, that
the purpose of the corporation is to engage in any lawful act or activity for which corporations may be formed under sections 33-1000 to 33-1290, inclusive, and by such statement
all lawful acts and activities shall be within the purposes of the corporation, except for
express limitations, if any. Sec. 33-1027. Incorporation. (a) The corporate existence begins when the certificate of incorporation is filed. Sec. 33-1028. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under
sections 33-1000 to 33-1290, inclusive, are jointly and severally liable for all liabilities
created while so acting. Sec. 33-1029. Organization of corporation. (a)(1) If initial directors are named
in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought
before the meeting; (2) if initial directors are not named in the certificate, the incorporator
or incorporators shall hold an organizational meeting at the call of a majority of the
incorporators: (A) To elect directors and complete the organization of the corporation;
or (B) to elect a board of directors who shall complete the organization of the corporation. Sec. 33-1030. Bylaws. (a) The incorporators or board of directors of a corporation
shall adopt initial bylaws for the corporation. Sec. 33-1031. Emergency bylaws. (a) Unless the certificate of incorporation provides otherwise, the board of directors of a corporation may adopt bylaws to be effective
only in an emergency defined in subsection (d) of this section. The emergency bylaws,
which are subject to amendment or repeal by the members, may make all provisions
necessary for managing the corporation during the emergency, including: (1) Procedures
for calling a meeting of the board of directors; (2) quorum requirements for the meeting;
and (3) designation of additional or substitute directors. Secs. 33-1032 to 33-1034. Reserved for future use. Sec. 33-1035. Purposes. (a) A corporation may be formed under sections 33-1000
to 33-1290, inclusive, for the conduct of any affairs or the promotion of any purpose
which may be lawfully carried on by a corporation except that of a bank and trust company, savings bank or savings and loan association, provided where, by any other section
or sections of the general statutes, provision is made for the formation of a designated
class or classes of corporations, such corporations shall be formed under said section
or sections and not under sections 33-1000 to 33-1290, inclusive. Sec. 33-1036. General powers. Unless its certificate of incorporation provides
otherwise, every corporation has perpetual duration and succession in its corporate name
and has the same powers as an individual to do all things necessary or convenient to
carry out its affairs, including without limitation power: Sec. 33-1037. Emergency powers. (a) In anticipation of or during an emergency
defined in subsection (d) of this section, the board of directors of a corporation may:
(1) Modify lines of succession to accommodate the incapacity of any director, officer,
employee or agent; and (2) relocate the principal office, designate alternative principal
offices or regional offices, or authorize the officers to do so. Sec. 33-1038. Ultra vires. (a) Except as provided in subsection (b) of this section,
the validity of corporate action may not be challenged on the ground that the corporation
lacks or lacked power to act. Secs. 33-1039 to 33-1044. Reserved for future use. Sec. 33-1045. Corporate name. (a) The name of each corporation formed after
January 1, 1961: (1) Shall contain the word "corporation", "incorporated" or "company",
or the abbreviation "corp.", "inc." or "co.", or words or abbreviations of like import in
another language; and (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 33-1035 and its
certificate of incorporation. Sec. 33-1046. Reserved name. (a) A person may reserve the exclusive use of a
corporate name, including a corporate name of a foreign corporation, with such additional distinctive and distinguishing elements that the corporation agrees to use in this
state exclusive of any other name as in the judgment of the Secretary of the State will
be sufficient to distinguish its name, by delivering an application to the Secretary of the
State for filing. The application shall set forth the name and address of the applicant
and the name proposed to be reserved. If the Secretary of the State finds that the corporate
name applied for is available, he shall reserve the name for the applicant's exclusive
use for a period of one hundred twenty days. Sec. 33-1047. Registered name. (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 33-1215, if the
name is distinguishable upon the records of the Secretary of the State from the names
that are not available under subsection (b) of section 33-1045. Secs. 33-1048 and 33-1049. Reserved for future use. Sec. 33-1050. Registered office and registered agent. (a) Each corporation that
is required to file an annual report as provided in section 33-1243 shall continuously
maintain in this state: (1) A registered office that may be the same as any of its places
of business; and (2) a registered agent at such registered office, who may be: (A) A
natural person who is a resident in this state; (B) a domestic corporation or business
corporation; (C) a foreign corporation or foreign business corporation which has procured a certificate of authority to transact business or conduct affairs in this state; (D)
a domestic limited liability company; or (E) a limited liability company not organized
under the laws of this state and which has procured a certificate of authority to transact
business or conduct affairs in this state. If a natural person is appointed as the registered
agent, such appointment shall include such person's written consent to the appointment
and the residence address of such person. Sec. 33-1051. Change of registered office or registered agent. (a) A corporation
may change its registered office or registered agent by delivering to the Secretary of the
State for filing a statement of change that sets forth: (1) The name of the corporation;
(2) if the current registered office is to be changed, the street address of its current
registered office and the street address of the new registered office; and (3) if the current
registered agent is to be changed, the name of its current registered agent and the name
of the new registered agent and the new agent's written consent, either on the statement
or attached to it, to the appointment. Sec. 33-1052. Resignation of registered agent. (a) A registered agent may resign
his agency appointment by signing and delivering to the Secretary of the State for filing
the signed original and one exact or conformed copy of a statement of resignation. The
statement may include a statement that the registered office is also discontinued. Sec. 33-1053. Service of process on corporation. (a) A corporation's registered
agent is the corporation's agent for service of process, notice or demand required or
permitted by law to be served on the corporation. Service may be effected by any proper
officer or other person lawfully empowered to make service by leaving a true and attested
copy of the process, notice or demand with such agent or, in the case of an agent who
is a natural person, by leaving it at such agent's usual place of abode in this state. Sec. 33-1054. Reserved for future use. Sec. 33-1055. Classes of members. A corporation may have one or more classes
of members or may have no members. If the corporation has one or more classes of
members, the designation of such class or classes shall be set forth in the certificate of
incorporation and the manner of election or appointment and the qualifications and
rights of the members of each class shall be set forth in the certificate of incorporation
or bylaws. If the corporation has no members, or only members not entitled to vote, that
fact shall be set forth in the certificate of incorporation and the corporation shall operate
under the management of its board of directors. A corporation may issue certificates
evidencing membership therein. Sec. 33-1056. Rules for membership. (a) Membership shall be governed by such
rules of admission, retention, withdrawal and expulsion as the bylaws shall prescribe,
provided all such bylaws shall be reasonable, germane to the purposes of the corporation,
and equally enforced as to all members. Sec. 33-1057. Corporation may impose fines and penalties and levy dues and
assessments. (a) A corporation may impose fines or penalties on members if provided
in bylaws duly adopted by a two-thirds vote of members entitled to vote and, if the fine
or penalty applies to members not entitled to vote, by a two-thirds vote as a class of
such members not otherwise entitled to vote. Such fine or penalty shall not exceed the
higher of the (1) annual dues or assessment or (2) initiation fee, if any. Sec. 33-1058. Liability of members. (a) A member of a corporation shall not be
liable to the corporation or its creditors with respect to such membership except for the
obligation to pay in full any fines or penalties duly imposed against him and any dues
and assessments levied against him to which he has assented, or imposed or levied
against him in accordance with the provisions of section 33-1057. Secs. 33-1059 and 33-1060. Reserved for future use. Sec. 33-1061. Annual meeting. Regular meeting. (a) A corporation that has
members entitled to vote for the election of directors shall hold a meeting of such members annually at a time stated in or fixed in accordance with the bylaws. Sec. 33-1062. Special meeting. (a) A corporation that has members entitled to vote
shall hold a special meeting of members entitled to vote at the meeting: (1) On call of
its board of directors or the person or persons authorized to do so by the certificate of
incorporation or the bylaws; or (2) if the members holding at least five per cent, or such
other number or proportion as shall be provided in the bylaws, of all the votes entitled
to be cast on any issue proposed to be considered at the proposed special meeting sign,
date and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held. If a call for such a special meeting
is not issued within fifteen days after receipt of such members' request, such members
may call the meeting. Sec. 33-1063. Court-ordered meeting. (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 summarily order a meeting to be held: (1) On application of any member
entitled to vote at an annual meeting if an annual meeting was not held within the earlier
of six months after the end of the corporation's fiscal year or fifteen months after its
last annual meeting; or (2) on application of a member who signed a demand for a special
meeting valid under section 33-1062, 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. Sec. 33-1064. Action without meeting. Validity of actions at meetings not properly called. (a) Any action which, under any provision of sections 33-1000 to 33-1290,
inclusive, may be taken at a meeting of members may be taken without a meeting by
one or more consents in writing, setting forth the action so taken or to be taken, signed
by all of the persons who would be entitled to vote upon such action at a meeting, or
by their duly authorized attorneys which action for purposes of this subsection shall be
referred to as "unanimous written consent". The secretary shall file such consent or
consents, or certify the tabulation of such consents and file such certificate, with the
minutes of the meetings of the members. A unanimous written consent shall have the
same force and effect as a vote of the members at a meeting duly held, and may be stated
as such in any certificate or document filed under sections 33-1000 to 33-1290, inclusive. Sec. 33-1065. Notice of meeting. (a) A corporation shall notify members entitled
to vote of the date, time and place of each annual, regular and special meeting no fewer
than ten nor more than sixty days before the meeting date. Unless sections 33-1000 to
33-1290, inclusive, or the certificate of incorporation requires otherwise, the corporation
is required to give notice only to members entitled to vote at the meeting. Sec. 33-1066. Waiver of notice. (a) A member 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. The waiver must be in writing, be signed
by the member entitled to the notice and be delivered to the corporation for inclusion
in the minutes or filing with the corporate records. Sec. 33-1067. Record date. (a) The bylaws may fix or provide the manner of fixing
the record date for one or more classes of members in order to determine the members
entitled to notice of a meeting of members, 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. Sec. 33-1068. Chairperson to preside. (a) At each meeting of members, 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. Sec. 33-1069. Reserved for future use. Sec. 33-1070. Members' list for meeting. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who
are entitled to notice of the meeting. The list shall be arranged by classes of members,
if any, and show the address of and number of votes to which each such member is
entitled.
(P.A. 96-256, S. 1, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) If the certificate of incorporation, in effect on January 1, 1997, of a corporation
without capital stock formed under the laws of this state, whether general law or special
act, prior to said date, contains any provision contrary to, inconsistent with or in addition
to any provision of sections 33-1000 to 33-1290, inclusive, but which provision was
permitted to be contained in such certificate pursuant to the provisions of applicable
law as in effect prior to January 1, 1997, the provisions contained in such certificate
shall govern such corporation and the provisions of said sections shall not be held or
construed to alter or affect any provision of the certificate of incorporation of such
corporation inconsistent herewith, except as provided in sections 33-1181, 33-1203, 33-
1243 and 33-1244.
(P.A. 96-256, S. 2, 209.)
History: P.A. 96-256 effective January 1, 1997.
Annotations to former section 33-420:
Cited. 213 C. 184, 196. Cited. 235 C. 572, 582.
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(1) "Address" means location as described by the full street number, if any, street,
city or town, state or country and not a mailing address such as a post office box.
(2) "Board" or "board of directors" means the group of persons vested with management of the affairs of the corporation irrespective of the name by which such group is
designated.
(3) "Business corporation" means a corporation with capital stock or shares, incorporated under the laws of this state, whether general law or special act and whether
before or after January 1, 1997.
(4) "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such
rules are designated.
(5) "Certificate of incorporation" means the original certificate of incorporation or
restated certificate of incorporation, all amendments thereto, and all certificates of
merger or consolidation. In the case of a specially chartered corporation, the "certificate
of incorporation" means the special charter of the corporation, including any portions
of the charters of its predecessor companies which have continuing effect, and any
amendments to the charter made by special act or pursuant to general law. In the case
of a corporation formed before January 1, 1961, or of a specially chartered corporation,
the "certificate of incorporation" includes those portions of any other corporate instruments or resolutions of current application in which are set out provisions of a sort which
either (A) are required by sections 33-1000 to 33-1290, inclusive, to be embodied in
the certificate of incorporation or (B) are expressly permitted by said sections to be
operative only if included in the certificate of incorporation. It also includes what were,
prior to January 1, 1961, designated at law as agreements of association, articles of
incorporation, charters and other such terms.
(6) "Class" means all members that under the certificate of incorporation or sections
33-1000 to 33-1290, inclusive, are entitled to vote and be counted together collectively
on a matter at a meeting of members. All members entitled by the certificate of incorporation or said sections to vote generally on the matter are for that purpose a single class.
(7) "Conspicuous" means so written that a reasonable person against whom the
writing is to operate should have noticed it. For example, printing in italics or boldface
or contrasting color, or typing in capitals or underlined, is conspicuous.
(8) "Corporation" or "domestic corporation" means a corporation without capital
stock or shares, which is not a foreign corporation, incorporated under the laws of this
state, whether general law or special act and whether before or after January 1, 1997,
but shall not include towns, cities, boroughs or any municipal corporation or department
thereof.
(9) "Deliver" means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.
(10) "Distribution" means a direct or indirect transfer of money or other property,
or incurrence of indebtedness by a corporation to or for the benefit of its members in
respect of any of its membership interests, or to or for the benefit of its officers or
directors, provided the payment of reasonable compensation for services rendered, the
reimbursement of reasonable expenses, the granting of benefits to members in conformity with the corporation's nonprofit purposes and the making of distributions upon
dissolution or final liquidation as provided by sections 33-1000 to 33-1290, inclusive,
shall not be deemed a distribution.
(11) "Document" includes anything delivered to the office of the Secretary of the
State for filing under sections 33-1000 to 33-1290, inclusive.
(12) "Effective date of notice" is defined in section 33-1003.
(13) "Electronic transmission" or "electronically transmitted" means any process
of communication that is suitable for the retention, retrieval and reproduction of information by the recipient and which does not directly involve the physical transfer of paper.
(14) "Entity" includes a corporation and foreign corporation; business corporation
and foreign business corporation; profit and nonprofit unincorporated association; business trust, estate, partnership, limited liability company, trust and two or more persons
having a joint or common economic interest; and state, United States, or foreign government.
(15) "Foreign corporation" means any nonprofit corporation with or without capital
stock which is not organized under the laws of this state.
(16) "Governmental subdivision" includes authority, county, district and municipality.
(17) "Includes" denotes a partial definition.
(18) "Individual" includes the estate of an incompetent or deceased individual.
(19) "Means" denotes an exhaustive definition.
(20) "Member" means a person having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or bylaws.
(21) A corporation is "nonprofit" if no distribution may be made to its members,
directors or officers.
(22) "Notice" is defined in section 33-1003.
(23) "Person" includes individual and entity.
(24) "Principal office" of a domestic corporation means the address of the principal
office of such corporation in this state, if any, as the same appears in the last annual
report, if any, filed by such corporation with the Secretary of the State. If no principal
office so appears, the corporation's "principal office" means the address in this state of
the corporation's registered agent for service as last shown on the records of the Secretary
of the State. In the case of a domestic corporation which has not filed such an annual
report or appointment of registered agent for service, the "principal office" means the
address of the principal place of affairs of such corporation in this state, if any, and if
such corporation has no place of affairs in this state, its "principal office" shall be the
office of the Secretary of the State.
(25) "Proceeding" includes civil suit and criminal, administrative and investigatory
action.
(26) "Record date" means the date established under sections 33-1055 to 33-1077,
inclusive, on which a corporation determines the identity of its members and their interests for purposes of sections 33-1000 to 33-1290, inclusive. The determinations shall
be made as of the close of business on the record date unless another time for doing so
is specified when the record date is fixed.
(27) "Secretary" means the corporate officer to whom under the bylaws or by the
board of directors is delegated responsibility under subsection (c) of section 33-1109
for custody of the minutes of the meetings of the board of directors and of the members
and for authenticating records of the corporation.
(28) "Secretary of the State" means the Secretary of the State of Connecticut.
(29) "Sign" or "signature" includes any manual, facsimile or conformed signature.
(30) "State", when referring to a part of the United States, includes a state and
commonwealth, and their agencies and governmental subdivisions, and a territory and
insular possession, and their agencies and governmental subdivisions, of the United
States.
(31) "United States" includes any district, authority, bureau, commission, department and other agency of the United States.
(P.A. 96-256, S. 3, 209; P.A. 98-137, S. 36, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 redefined "deliver", added definitions of "electronic
transmission or electronically transmitted" and "sign or signature", deleted definition of "transmitted by electronic means"
and renumbered the remaining Subdivs. accordingly, effective July 1, 1998; P.A. 98-219 revised effective date of P.A.
98-137, but without affecting this section.
Annotations to former section 33-421:
Subsec. (b):
Cited. 235 C. 572, 581.
Subsec. (e):
Cited. 179 C. 541, 547.
Subsec. (f):
Cited. 201 C. 421, 429. Cited. 235 C. 572, 580.
Subsec. (g):
Cited. 235 C. 572, 581.
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(b) Notice may be communicated in person, by mail or other method of delivery,
or by telephone, voice mail or other electronic means. If these forms of personal notice
are impracticable, notice may be communicated by a newspaper of general circulation
in the area where published, or by radio, television or other form of public broadcast
communication.
(c) Written notice by a domestic or foreign corporation to its member, if in a comprehensible form, is effective (1) upon deposit in the United States mail, as evidenced by
the postmark, if mailed postage prepaid and correctly addressed to the member's address
shown in the corporation's current record of members, or (2) when electronically transmitted to the member in a manner authorized by the member.
(d) Written notice to a domestic or foreign corporation authorized to conduct affairs
in this state may be addressed to its registered agent at its registered office or to the
corporation or its secretary at its principal office shown in its most recent annual report
or, in the case of a foreign corporation that has not yet delivered an annual report, in its
application for a certificate of authority.
(e) Except as provided in subsection (c), written notice, if in a comprehensible form,
is effective at the earliest of the following: (1) When received; (2) five days after its
deposit in the United States mail, if mailed postage prepaid and correctly addressed; or
(3) on the date shown on the return receipt, if sent by registered or certified mail or a
commercial delivery service, return receipt requested, and the receipt is signed by or
on behalf of the addressee.
(f) Oral notice is effective when communicated if communicated in a comprehensible manner.
(g) If sections 33-1000 to 33-1290, inclusive, prescribe notice requirements for
particular circumstances, those requirements govern. If a certificate of incorporation or
bylaw prescribes notice requirements, not inconsistent with this section or other provisions of said sections, those requirements govern.
(h) In computing the period of time of any notice required or permitted to be given
by sections 33-1000 to 33-1290, inclusive, or under the provisions of the certificate of
incorporation or bylaws of a corporation or of a resolution of members or directors, the
day on which the notice is given shall be excluded, and the day on which the matter
noticed is to occur shall be included, in the absence of a contrary provision.
(P.A. 96-256, S. 4, 209; P.A. 97-246, S. 41, 42, 99; P.A. 98-137, S. 37, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 replaced "postpaid" with "postage prepaid" in Subsecs.
(c) and (e), and amended Subsec. (e) to rephrase Subdiv. (3) re date shown on receipt signed by or on behalf of addressee,
effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to replace "Notice transmitted or received electronically is in
writing and is written notice if it is accomplished in a manner that is suitable for retention, retrieval and reproduction of
the notice by the recipient" with "Written notice includes notice by electronic transmission", amended Subsec. (b) to
authorize notice "by mail or other method of delivery, or by telephone, voice mail or other electronic means" rather than
"by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier", amended
Subsec. (c) to replace in Subdiv. (2) "when transmitted by facsimile or other electronic means if transmitted to the member
in the manner authorized by the member for purposes of facsimile or electronic transmission, as the case may be" with
"when electronically transmitted to the member in a manner authorized by the member", amended Subsec. (e) to delete
in Subdiv. (2) "as evidenced by the postmark" and to replace in Subdiv. (3) "on the date shown on any receipt signed by
or on behalf of the addressee obtained by a commercial delivery service or by the United States mail if sent by registered
or certified mail, return receipt requested" with "on the date shown on the return receipt, if sent by registered or certified
mail or a commercial delivery service, return receipt requested, and the receipt is signed by or on behalf of the addressee"
and amended Subsec. (g) to make technical changes, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-
137, but without affecting this section.
See Sec. 1-2a re construing of references to "United States mail" or "postmark" to include references to any delivery
service designated by the Secretary of the Treasury pursuant to Section 7502 of the Internal Revenue Code of 1986 or any
successor to the code, as amended, and to any date recorded or marked as described in said Section 7502 by a designated
delivery service and construing of "registered or certified mail" to include any equivalent designated by the Secretary of
the Treasury pursuant to said Section 7502.
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(b) Sections 33-1000 to 33-1290, inclusive, shall require or permit filing the document in the office of the Secretary of the State.
(c) The document shall contain the information required by sections 33-1000 to 33-
1290, inclusive. It may contain other information as well.
(d) The document shall be typewritten or printed or, if authorized by the Secretary
of the State, electronically transmitted.
(e) The document shall be in the English language. A corporate name need not be
in English if written in English letters or Arabic or Roman numerals, and the certificate
of existence required of foreign corporations need not be in English if accompanied by
a reasonably authenticated English translation.
(f) The document shall be executed: (1) By the chairman of the board of directors
of a domestic or foreign corporation, by its president or by another of its officers; (2)
if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed
fiduciary, by that fiduciary.
(g) The person executing a document shall, if the document is typewritten or printed,
sign it and state beneath or opposite his signature his name and the capacity in which
he signs or, if the document is electronically transmitted, affirm and authenticate the
execution of the document in such manner as the Secretary of the State may prescribe
as effective for those purposes. The document may but need not contain: (1) The corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgment, verification or proof.
(h) If the Secretary of the State has prescribed a mandatory form for the document
under section 33-1005, the document shall be in or on the prescribed form.
(i) The document shall be delivered to the office of the Secretary of the State for
filing.
(j) When delivered to the office of the Secretary of the State for filing, the document
shall be accompanied by the correct filing fee, and any franchise tax, license fee or
penalty required by sections 33-1000 to 33-1290, inclusive, or other law, unless provision has been made for payment in the manner prescribed by the Secretary of the State.
(k) When any document is required or permitted to be filed or recorded as provided
in sections 33-1000 to 33-1290, inclusive, the Secretary of the State may in his discretion,
for good cause, permit a photostatic or other photographic copy of such document to
be filed or recorded in lieu of the original instrument. Such filing or recording shall have
the same force and effect as if the original instrument had been so filed or recorded.
(P.A. 96-256, S. 5, 209; P.A. 98-137, S. 47, 48, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (g) to replace "transmitted by
electronic means" with "electronically transmitted", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-
137, but without affecting this section.
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(b) The Secretary of the State may prescribe and furnish on request forms for other
documents required or permitted to be filed by sections 33-1000 to 33-1290, inclusive,
but their use is not mandatory.
(c) If a corporation or a foreign corporation so requests in writing, the Secretary of
the State shall mail to the address designated in such request, and to no other address
of the corporation, all matter required or permitted by this chapter to be mailed to such
corporation or foreign corporation by the Secretary of the State.
(P.A. 96-256, S. 6, 209; P.A. 97-246, S. 43, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 added new Subsec. (c) re mailing of all matter to address
designated by corporation, effective June 27, 1997.
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(b) A document, other than the certificate of incorporation of a domestic corporation
or a certificate of authority of a foreign corporation, may specify a delayed effective
time and date, and if it does so the document becomes effective at the time and date
specified. If a delayed effective date but no time is specified, the document is effective
at the close of business on that date.
(P.A. 96-256, S. 7, 209; P.A. 98-137, S. 49, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace "transmitted by electronic
means" with "electronically transmitted", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but
without affecting this section.
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(b) A document is corrected: (1) By preparing a certificate of correction that (A)
describes the document, including its filing date, or attaches a copy of it to the certificate,
(B) specifies the incorrect statement and the reason it is incorrect or the manner in
which the execution was defective, and (C) corrects the incorrect statement or defective
execution; and (2) by delivering the certificate of correction to the Secretary of the State
for filing.
(c) A certificate of correction is effective on the effective date of the document it
corrects except as to persons relying on the uncorrected document and adversely affected
by the correction. As to those persons, a certificate of correction is effective when filed.
(P.A. 96-256, S. 8, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) The Secretary of the State files a document by stamping or otherwise endorsing
"Filed", together with his name and official title and the date and time of receipt on the
original and on the receipt for the filing fee. After filing a document, except as provided
in sections 33-1051 and 33-1219, the Secretary of the State shall deliver evidence of
filing of such document and of payment of any required fee to the domestic or foreign
corporation or its representative.
(c) If the Secretary of the State refuses to file a document, he shall return it to the
domestic or foreign corporation or its representative within five days after the document
was delivered, together with a brief written explanation of the reason for his refusal.
(d) The Secretary of the State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity
of the document in whole or in part; (2) relate to the correctness or incorrectness of
information contained in the document; or (3) create a presumption that the document
is valid or invalid or that information contained in the document is correct or incorrect.
(P.A. 96-256, S. 9, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) The court may summarily order the Secretary of the State to file the document
or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
(P.A. 88-230, S. 1, 2; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 95-220, S. 4−6; P.A. 96-256, S. 10, 209.)
History: P.A. 96-256 effective January 1, 1997 (Revisor's note: P.A. 88-230, 90-98, 93-142 and 95-220 authorized
substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in public and special acts
of 1996).
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(P.A. 96-256, S. 11, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) The issuance of a certificate of existence or a certificate of authorization shall
be conclusive evidence that such corporation's most recent annual report required by
section 33-1243 has been delivered to the Secretary of the State and that a certificate
of dissolution or a certificate of withdrawal has not been filed with respect to such
corporation.
(P.A. 96-256, S. 12, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(P.A. 96-256, S. 13, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) The Secretary of the State shall charge and collect the following miscellaneous
charges and remit them to the Treasurer for the use of the state: (1) At the time of any
service of process on the Secretary of the State as registered agent of a corporation,
which amount may be recovered as taxable costs by the party to the suit or action causing
such service to be made if such party prevails in the suit or action, the plaintiff in the
process so served shall pay twenty-five dollars; (2) for preparing and furnishing a copy
of any document, instrument or paper filed or recorded relating to a corporation: (A)
For each copy of each such document thereof regardless of the number of pages, twenty
dollars; (B) for affixing the official seal thereto, five dollars; (3) for preparing and furnishing his certificate of existence or authorization, which certificate may reflect any
and all changes of corporate name and the date or dates of filing thereof, forty dollars;
(4) for preparing and furnishing his certificate of existence or authorization reflecting
certificates affecting fundamental changes to a certificate of incorporation and the date
or dates of filing thereof, sixty dollars; and (5) for other services for which fees are not
provided by the general statutes, the Secretary of the State may charge such fees as will,
in his judgment, cover the cost of the services provided.
(c) The tax imposed under chapter 219 shall not be imposed upon any transaction
for which a fee is charged under the provisions of this section.
(P.A. 96-256, S. 14, 209; P.A. 97-246, S. 44, 99; P.A. 98-137, S. 16, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to replace in Subdiv. (6) "filing
certificate of merger or consolidation, ten dollars for each constituent domestic and foreign corporation" with "filing
certificate of merger, ten dollars", replace in Subdiv. (7) "filing certificate of abandonment of merger or consolidation,
ten dollars for each constituent domestic and foreign corporation" with "filing certificate of correction, ten dollars", replace
in Subdiv. (9) "filing certificate of dissolution by resolution, ten dollars" with "filing certificate of dissolution, ten dollars",
delete former Subdiv. (10) re filing certificate of dissolution by expiration, redesignate former Subdiv. (11) as Subdiv.
(10) and amend said Subdiv. to replace "filing judicial decree of dissolution" with "filing certificate of administrative
dissolution", redesignate former Subdiv. (12) as Subdiv. (11) and amend said Subdiv. to delete provisions re filing biennial
report, redesignate former Subdivs. (13), (14) and (15) as Subdivs. (12), (13) and (14), respectively, delete former Subdiv.
(16) re filing notice that a director or officer has ceased to be in office, delete former Subdiv. (17) re filing notice that a
director or officer has been elected or appointed, redesignate former Subdiv. (18) as Subdiv. (15) and add Subdiv. (16)
establishing a twenty-five dollar fee for filing a corrected annual report, and amended Subsec. (b) to delete former Subdiv.
(3) re twenty dollar charge for preparing and furnishing a certificate of good standing, redesignate former Subdivs. (4) and
(5) as Subdivs. (3) and (4), respectively, and amend said Subdivs. to replace "certificate of good standing" with "certificate
of existence or authorization" and redesignate Subdiv. (6) as Subdiv. (5), effective June 27, 1997; P.A. 98-137 amended
Subsec. (a) to add new Subdiv. (1) re thirty-dollar fee for filing application to reserve, register, renew or cancel registration
of corporate name, new Subdiv. (2) re thirty-dollar fee for filing transfer of reserved corporate name, new Subdiv. (12) re
ten-dollar fee for filing certificate of revocation of dissolution and new Subdiv. (19) re ten-dollar fee for filing an interim
notice of change of director or officer, and to delete former Subdiv. (10) re ten-dollar fee for filing certificate of administrative dissolution, renumbering the remaining Subdivs. accordingly, effective July 1, 1998; P.A. 98-219 revised effective
date of P.A. 98-137, but without affecting this section.
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(P.A. 96-256, S. 15, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(P.A. 96-256, S. 16, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(P.A. 96-256, S. 17, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) Each corporation, domestic or foreign, and each officer and director of a corporation, domestic or foreign, failing or refusing within the time prescribed by this section
to answer truthfully and fully interrogatories duly propounded to it or him by the Secretary of the State as provided in subsection (a) of this section shall be fined not more
than five hundred dollars.
(c) Interrogatories propounded by the Secretary of the State and the answers thereto
shall not be opened to public inspection nor shall the Secretary of the State disclose any
facts or information obtained therefrom except insofar as his official duty may require
the same to be made public or if such interrogatories or the answers thereto are required
for evidence in any criminal proceedings or in any other action by this state.
(P.A. 96-256, S. 18, 209.)
History: P.A. 96-256 effective January 1, 1997.
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INCORPORATION
(P.A. 96-256, S. 19, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) The certificate of incorporation may set forth: (1) The names and addresses of
the individuals who are to serve as the initial directors; (2) provisions not inconsistent
with law regarding: (A) Managing and regulating the affairs of the corporation; or (B)
defining, limiting and regulating the powers of the corporation, its board of directors
and members or any class of members; (3) any provision that under sections 33-1000
to 33-1290, inclusive, is required or permitted to be set forth in the bylaws; (4) a provision
limiting the personal liability of a director to the corporation or its members for monetary
damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the corporation during the year of the violation
if such breach did not (A) involve a knowing and culpable violation of law by the
director, (B) enable the director or an associate, as defined in section 33-840, to receive
an improper personal economic gain, (C) show a lack of good faith and a conscious
disregard for the duty of the director to the corporation under circumstances in which
the director was aware that his conduct or omission created an unjustifiable risk of
serious injury to the corporation, or (D) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to the corporation,
provided no such provision shall limit or preclude the liability of a director for any act
or omission occurring prior to the effective date of such provision; and (5) a provision
permitting or making obligatory indemnification of a director for liability, as defined
in subdivision (5) of section 33-1116, to any person for any action taken, or any failure
to take any action, as a director, except liability that (A) involved a knowing and culpable
violation of law by the director, (B) enabled the director or an associate, as defined in
section 33-840, to receive an improper personal gain, (C) showed a lack of good faith
and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, or (D) constituted a sustained and unexcused
pattern of inattention that amounted to an abdication of the director's duty to the corporation, provided no such provision shall affect the indemnification of or advance of expenses to a director for any liability stemming from acts or omissions occurring prior
to the effective date of such provision.
(c) The certificate of incorporation need not set forth any of the corporate powers
enumerated in sections 33-1000 to 33-1290, inclusive.
(P.A. 96-256, S. 20, 209; P.A. 97-246, S. 45, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to add proviso in Subdiv. (4) that
no such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective
date of such provision and add new Subdiv. (5) authorizing a provision re indemnification of a director for liability, effective
June 27, 1997.
Annotations to former section 33-427:
Subsec. (a):
Cited. 33 CS 150.
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(b) The Secretary of the State's filing of the certificate of incorporation is conclusive
proof that the incorporators satisfied all conditions precedent to incorporation except
in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve
the corporation.
(P.A. 96-256, S. 21, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(P.A. 96-256, S. 22, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) Action required or permitted by sections 33-1000 to 33-1290, inclusive, to be
taken by incorporators at an organizational meeting may be taken without a meeting if
the action taken is evidenced by one or more written consents describing the action
taken and signed by each incorporator.
(c) An organizational meeting may be held in or out of this state.
(d) If an organizational meeting is held in accordance with this section, before the
filing of the certificate of incorporation, action taken thereat shall not be impaired by
the fact that corporate existence had not begun.
(P.A. 96-256, S. 23, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) The bylaws of a corporation may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the certificate of
incorporation.
(P.A. 96-256, S. 24, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the
emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) Binds the corporation; and (2) may not be used to impose liability on a corporate
director, officer, employee or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's
directors cannot readily be assembled because of some catastrophic event.
(P.A. 96-256, S. 25, 209.)
History: P.A. 96-256 effective January 1, 1997.
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PURPOSES AND POWERS
(b) Except as provided in subsection (f) of this section, no corporation formed under
sections 33-1000 to 33-1290, inclusive, shall, or shall have power to, transact in this
state the business of an insurance company or a surety or indemnity company, railroad
company, telegraph company, gas, electric, electric distribution or water company, or
of any company requiring the right to take and condemn lands or to occupy the public
highways of this state.
(c) Nothing in sections 33-1000 to 33-1290, inclusive, shall be construed to authorize a corporation formed under said sections to conduct any affairs except in compliance
with any laws of this state regulating or otherwise applying to the same. The provisions of
said sections govern all corporations, but notwithstanding the provisions of said sections,
where by law special provisions are made in the case of a designated class or classes
of corporations governing the corporate procedure thereof in any respect, limiting or
extending the powers thereof, conditioning action upon the approval of any agency of
the state, or otherwise prescribing the conduct of such corporations, such procedure,
powers, action and conduct shall be governed by such special provisions whether or not
such corporations are formed under said sections.
(d) Nothing in this section shall prohibit the formation of a corporation under sections 33-1000 to 33-1290, inclusive, for the conduct of any affairs or for the promotion
of any purpose in any other state if not prohibited by the laws thereof.
(e) Except as otherwise provided in section 38a-153, nothing in sections 33-1000
to 33-1290, inclusive, other than the provisions of section 33-1036, shall be construed
to apply to any corporation incorporated under any provision of the special acts, other
than a savings bank, which is or may be authorized to transact in this state the business
of an insurance company.
(f) No corporation may be formed pursuant to this chapter for the purpose of transacting the business of an insurance company or a surety or indemnity company unless,
at the time of the filing of its certificate of incorporation, there is also filed a certificate
issued by the Insurance Commissioner, pursuant to section 38a-41a, authorizing the
formation of the corporation. No corporation formed under this chapter shall have the
power to transact in this state the business of an insurance company or a surety or
indemnity company until it has procured a license from the Insurance Commissioner
in accordance with the provisions of section 38a-41.
(P.A. 96-256, S. 26, 209; P.A. 97-127; 97-246, S. 46, 99; P.A. 98-28, S. 109, 117.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-127 and P.A. 97-246 both amended Subsec. (b) and added
new Subsec. (f) re formation of a corporation to transact the business of an insurance company, surety or indemnity
company, using identical language, effective October 1, 1997, and June 27, 1997, respectively; P.A. 98-28 amended Subsec.
(b) by adding electric distribution companies, effective July 1, 1998.
Annotations to former section 33-146:
"Conducted solely for profit" implies grant of power to make incidental profit. 111 C. 207; 115 C. 136. Cited. 133 C. 566.
Authority to operate credit union prior to 1945 founded on first sentence of section. Authority now in chapter 646. 15
CS 45.
Annotations to former section 33-423:
Subsec. (c):
Cited. 184 C. 352, 362. Cited. 211 C. 51, 53.
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(1) To sue and be sued, complain and defend in its corporate name;
(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile
of it, by impressing or affixing it or in any other manner reproducing it;
(3) To make and amend bylaws, not inconsistent with its certificate of incorporation
or with the laws of this state, for managing and regulating the affairs of the corporation;
(4) To purchase, receive, lease or otherwise acquire, and own, hold, improve, use
and otherwise deal with, real or personal property, or any legal or equitable interest in
property, wherever located, including the power to take property of any description or
any interest therein by gift, devise or bequest;
(5) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all
or any part of its property;
(6) To purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use,
sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with shares or other
interests in, or obligations of, any other entity;
(7) To make contracts and guarantees, incur liabilities, borrow money, issue its
notes, bonds and other obligations, and secure any of its obligations by mortgage or
pledge of any of its property, franchises or income;
(8) To lend money, invest and reinvest its funds, and receive and hold real and
personal property as security for repayment;
(9) To be a promoter, partner, member, associate or manager of any partnership,
joint venture, trust or other entity;
(10) To conduct its activities, locate offices and exercise the powers granted by
sections 33-1000 to 33-1290, inclusive, within or without this state;
(11) To elect directors and appoint officers, employees and agents of the corporation, define their duties and fix their compensation;
(12) To pay pensions and establish pension plans, pension trusts and other benefit
or incentive plans for any or all of its current or former directors, officers, employees
and agents;
(13) To make donations not inconsistent with law for the public welfare or for
charitable, scientific or educational purposes and for other purposes that further the
corporate interest;
(14) To transact any lawful activity that will aid government policy;
(15) To impose or levy fines, penalties, dues, assessments, admission and transfer
fees upon its members;
(16) To establish conditions for admission of members, admit members and issue
memberships and certificates evidencing membership;
(17) To carry on one or more businesses;
(18) To make payments or donations, or do any other act, not inconsistent with law,
that furthers the activities and affairs of the corporation; and
(19) To enter into any arrangement with others for any union of interest with respect
to any activities which the corporation has power to conduct by itself, even if such
arrangement involves sharing or delegation of control of such activities with or to others.
(P.A. 96-256, S. 27, 209.)
History: P.A. 96-256 effective January 1, 1997.
Annotation to former section 33-146:
Confers authority to hold real estate necessarily obtained in collecting debts for which it is security. 124 C. 156.
Annotations to former section 33-428:
Section empowers corporations to hold and transfer property, but does not affect scope of officers' authority. 164 C.
389. Cited. 184 C. 352, 361.
Courts will not, as a rule, interfere with the internal management of a private corporation. 21 CS 55. Cited. 27 CS 59.
Powers of nonstock corporation are those set forth in this chapter, those specifically stated in certificate of incorporation
and implied power stated in subdiv. (e) (6). 33 CS 150, 154, 155.
Subsec. (e):
Cited. 184 C. 352, 361. Subdiv. (1) cited. Id.
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(b) During an emergency defined in subsection (d) of this section, unless emergency
bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be
given only to those directors whom it is practicable to reach and may be given in any
practicable manner, including by publication and radio; and (2) one or more officers of
the corporation present at a meeting of the board of directors may be deemed to be
directors for the meeting, in order of rank and within the same rank in order of seniority,
as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to
further the ordinary business affairs of the corporation: (1) Binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee or
agent.
(d) An emergency exists for purposes of subsections (a), (b) and (c) of this section
if a quorum of the corporation's directors cannot readily be assembled because of some
catastrophic event.
(e) In time of war or other national or local emergency a corporation shall have
power to conduct any lawful affairs in aid thereof, notwithstanding the activities or
purposes set forth in its certificate of incorporation, at the request or direction of any
apparently authorized governmental authority.
(P.A. 96-256, S. 28, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) A corporation's power to act may be challenged: (1) In a proceeding by a member
or director against the corporation to enjoin the act; (2) in a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative,
against an incumbent or former director, officer, employee or agent of the corporation;
or (3) in a proceeding by the Attorney General to dissolve the corporation or to enjoin
the corporation from the conduct of unauthorized affairs.
(c) In a member's or director's proceeding under subdivision (1) of subsection (b)
of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside
the act, if equitable and if all affected persons are parties to the proceeding, and may
award damages for loss, other than anticipated profits, suffered by the corporation or
another party because of the enjoining of the unauthorized act.
(d) The Attorney General may, upon his own information or upon complaint of an
interested party, bring an action in the name of the state to restrain any person from
purporting to have, or exercising, corporate powers not granted.
(P.A. 96-256, S. 29, 209.)
History: P.A. 96-256 effective January 1, 1997.
Annotations to former section 33-429:
Cited. 179 C. 541, 546. Cited. 188 C. 531, 535. Cited. 235 C. 572, 577, 578, 580, 586−589.
Declaratory judgment granted to member suing both individually against corporation and as representative of corporation against directors, challenging exclusion of women as members and guests as ultra vires; injunction denied; attorneys
fees and costs discussed. 33 CS 150.
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NAME
(b) Except as authorized by subsections (c) and (d) of this section, a corporate name
must be distinguishable upon the records of the Secretary of the State from: (1) The
corporate name of a corporation or business corporation incorporated or authorized to
conduct affairs in this state; (2) a corporate name reserved or registered with the Secretary
of the State; (3) the fictitious name adopted by a foreign corporation authorized to conduct affairs in this state because its real name is unavailable; (4) the corporate name of any
foreign corporation or business corporation authorized to transact business or conduct
affairs in this state; (5) the name of any domestic or foreign limited partnership organized
or authorized to transact business in this state; (6) the name of any domestic or foreign
limited liability company organized or authorized to transact business in this state; and
(7) the name of any other entity whose name is carried upon the records of the Secretary
of the State as organized or authorized to transact business or conduct affairs in this state.
(c) A corporation may apply to the Secretary of the State for authorization to use a
name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use
of the name applied for if: (1) The other corporation, limited partnership, limited liability
company or other entity, as the case may be, consents to the use in writing and submits
an undertaking in form satisfactory to the Secretary of the State to change its name to
a name that is distinguishable upon the records of the Secretary of the State from the
name of the applying corporation; or (2) the applicant delivers to the Secretary of the
State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to conduct affairs in this state and the corporation seeking to use the
name: (1) Has merged with the other corporation; (2) has been formed by reorganization
of the other corporation; or (3) has acquired all or substantially all of the assets, including
the corporate name, of the other corporation.
(e) Sections 33-1000 to 33-1290, inclusive, do not control the use of fictitious
names.
(P.A. 96-256, S. 30, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) The owner of a reserved corporate name may transfer the reservation to another
person by delivering to the Secretary of the State a signed notice of the transfer that
states the name and address of the transferee.
(c) Any person for whom a specified corporate name has been reserved pursuant
to this section may, during the period for which such name is reserved, terminate such
reservation by filing in the office of the Secretary of the State an application for cancellation of reservation of corporate name, together with the applicable fee.
(P.A. 96-256, S. 31, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) A foreign corporation registers its corporate name, or its corporate name with
any addition required by section 33-1215, by delivering to the Secretary of the State for
filing an application: (1) Setting forth its corporate name, or its corporate name with
any addition required by section 33-1215, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2)
accompanied by a certificate of existence, or a document of similar import, from the
state or country of incorporation.
(c) The name is registered for the applicant's exclusive use upon the effective date
of the application until the close of the calendar year in which the application for registration is filed.
(d) A foreign corporation whose registration is effective may renew it for successive
years by delivering to the Secretary of the State for filing a renewal application, which
complies with the requirements of subsection (b) of this section, between October first
and December thirty-first of the preceding year. The renewal application when filed
renews the registration for the following calendar year.
(P.A. 96-256, S. 32, 209; P.A. 97-246, S. 47, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to provide that the name is registered
until the close of the calendar year in which the application for registration is filed, effective June 27, 1997.
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OFFICE AND AGENT
(b) In addition to persons or entities who may act as a registered agent pursuant to
subsection (a) of this section, a foreign corporation may appoint the Secretary of the
State and his successors in office to act as its registered agent.
(P.A. 96-256, S. 33, 209; P.A. 97-246, S. 48, 99; P.A. 98-137, S. 29, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to make provisions applicable to
each corporation that is required to file an annual report as provided in Sec. 33-1243, require the corporation to maintain
a registered agent "at such registered office" and provide that an appointment of a natural person as registered agent shall
include the person's written consent to the appointment and the residence address of such person, and amended Subsec.
(b) to make a technical change, effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to add Subparas. (D) and (E)
in Subdiv. (2) authorizing a domestic limited liability company and a limited liability company not organized under the
laws of this state and which has procured a certificate of authority to transact business or conduct affairs in this state,
respectively, to be a registered agent, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without
affecting this section.
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(b) If a registered agent changes the street address of his business office, he may
change the street address of the registered office of any corporation for which he is the
registered agent by notifying the corporation in writing of the change and signing, either
manually or in facsimile, and delivering to the Secretary of the State for filing a statement
that complies with the requirements of subsection (a) of this section and recites that the
corporation has been notified of the change.
(P.A. 96-256, S. 34, 209; P.A. 97-246, S. 49, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to combine former Subdivs. (2) and
(3) into Subdiv. (2), thereby providing that the statement must set forth the street address of the current registered office
only if the current registered office is to be changed, and combine former Subdivs. (4) and (5) into new Subdiv. (3), thereby
providing that the statement must set forth the name of the current registered agent only if the current registered agent is
to be changed, effective June 27, 1997.
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(b) After filing the statement, the Secretary of the State shall mail the copy to the
corporation at its principal office.
(c) The agency appointment is terminated, and the registered office discontinued
if so provided, on the thirty-first day after the date on which the statement was filed.
(P.A. 96-256, S. 35, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) If a corporation has no registered agent, or the agent cannot with reasonable
diligence be served, the corporation may be served by any proper officer or other person
lawfully empowered to make service by sending a true and attested copy of the process,
notice or demand by registered or certified mail, return receipt requested, addressed to
the secretary of the corporation at its principal office. Service is effective under this
subsection at the earliest of: (1) The date the corporation receives the mail; (2) the date
shown on the return receipt, if signed on behalf of the corporation; or (3) five days after
its deposit in the United States mail, as evidenced by the postmark, if mailed postage
prepaid and correctly addressed.
(c) This section does not prescribe the only means, or necessarily the required
means, of serving a corporation.
(P.A. 96-256, S. 36, 209; P.A. 97-246, S. 50, 51, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsecs. (a) and (b) to authorize service to be
effected by any proper officer or other person lawfully empowered to make service and amended Subsec. (b) to provide
that the service sent to the corporation is a true and attested copy of the process, notice or demand, replace "perfected"
with "effective" and replace "postpaid" with "postage prepaid", effective June 27, 1997.
See Sec. 1-2a re construing of references to "United States mail" or "postmark" to include references to any delivery
service designated by the Secretary of the Treasury pursuant to Section 7502 of the Internal Revenue Code of 1986 or any
successor to the code, as amended, and to any date recorded or marked as described in said Section 7502 by a designated
delivery service and construing of "registered or certified mail" to include any equivalent designated by the Secretary of
the Treasury pursuant to said Section 7502.
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MEMBERS
MEMBERSHIP RIGHTS AND LIABILITIES
(P.A. 96-256, S. 37, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) Unless otherwise provided in the certificate of incorporation or the bylaws, another entity, foreign or domestic, may become a member of a corporation.
(c) Membership may be limited to persons who are members in good standing of
another corporation, organization or association, if so provided in the certificate of incorporation. If membership is so limited, the certificate of incorporation may provide that
failure on the part of any such member to keep in such good standing in such other
corporation, organization or association shall be sufficient cause for expulsion.
(d) Unless otherwise provided in the certificate of incorporation or bylaws, a member may not voluntarily or involuntarily transfer his membership or any rights arising
therefrom.
(e) Unless otherwise provided in the certificate of incorporation or bylaws, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all
rights and privileges of the member in the corporation and its property shall cease.
(P.A. 96-256, S. 38, 209.)
History: P.A. 96-256 effective January 1, 1997.
Annotations to former section 33-459:
Cited. 188 C. 531.
Subsec. (a):
Cited. 188 C. 531, 535, 537, 539.
Where corporate purpose is "to provide facilities for the serving of luncheon or other meals to members," by laws
excluding or authorizing exclusion of women as members or guests would be invalid. 33 CS 150, 156.
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(b) A corporation may levy dues or assessments against members if provided in a
bylaw provision duly adopted (1) by the affirmative vote of at least two-thirds of the
members of each class of members, voting as a class, to which the levy applies, even
though any such class of members is not otherwise entitled to vote, or (2) by the directors
if the directors are authorized to do so by a bylaw provision adopted by the affirmative
vote of at least two-thirds of the members of each class of members, voting as a class,
to which a levy may apply, even though any such class of members is not otherwise
entitled to vote.
(c) For purposes of this section, the corporation's initial bylaws adopted by (1) the
incorporators or (2) the board of directors shall be deemed to have been adopted by all
the members entitled to vote thereon, if any.
(d) Notwithstanding any limitation on the amount of a fine or penalty set forth in
subsection (a) of this section, a corporation organized under sections 33-1000 to 33-
1290, inclusive, or any predecessor statutes, that is a trade association or other professional organization exempt from taxation under Section 501(c)(6) of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United
States, as from time to time amended, may impose a fine on a member, not to exceed
the amount set forth in the bylaws, for the violation of a code of ethics or other code of
conduct upon majority vote of its board of directors in accordance with its bylaws,
provided the articles of association or bylaws of the corporation contain a written provision whereby members agree to be bound by such code of ethics or code of conduct as
a condition of membership.
(P.A. 96-256, S. 39, 209; P.A. 98-137, S. 53, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 added Subsec. (d) authorizing certain trade associations
and other professional organizations that are tax-exempt to impose fines on members for the violation of a code of ethics
or other code of conduct and specifying the conditions for the imposition of such fines, effective July 1, 1998; P.A. 98-
219 revised effective date of P.A. 98-137, but without affecting this section.
Annotation to former section 33-149:
Cited. 9 CS 74.
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(b) Any member who receives any distribution of income or assets from a corporation in violation of sections 33-1000 to 33-1290, inclusive, or of the certificate of incorporation, whether by dividend, in liquidation or otherwise, and who accepted or received
such distribution knowing it to be improper, shall be liable for the amount so received:
(1) To any creditors existing at the time of such distribution who shall obtain a judgment
against such corporation on which execution shall be returned unsatisfied; and (2) to
the corporation.
(P.A. 96-256, S. 40, 209.)
History: P.A. 96-256 effective January 1, 1997.
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MEETINGS
(b) Annual meetings of members may be held in or out of this state at the place
stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in
accordance with the bylaws, annual meetings shall be held at the corporation's principal
office.
(c) A corporation that has members entitled to vote may hold regular meetings of
such members in or out of this state at the places and times stated in or fixed in accordance
with the bylaws.
(d) The failure to hold an annual or regular meeting at the time stated in or fixed in
accordance with a corporation's bylaws does not affect the validity of any corporate
action.
(P.A. 96-256, S. 41, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) If not otherwise fixed under section 33-1063 or 33-1067, the record date for
determining members entitled to demand a special meeting is the date the first member
signs the demand.
(c) Special meetings of members may be held in or out of this state at the place stated
in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with
the bylaws, special meetings shall be held at the corporation's principal office.
(d) Only business within the purpose or purposes described in the meeting notice
required by subsection (c) of section 33-1065 may be conducted at a special meeting
of members.
(P.A. 96-256, S. 42, 209; P.A. 98-137, S. 38, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace "holders of" with "members
holding", require the written demands be delivered to the corporation rather than to the corporation's secretary and rephrase
provision re when the members may call a special meeting, effective July 1, 1998; P.A. 98-219 revised effective date of
P.A. 98-137, but without affecting this section.
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(b) The court may fix the time and place of the meeting, determine the members
entitled to vote at the meeting, specify a record date for determining members entitled
to notice of and to vote at 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. 43, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) Where directors or officers are to be elected by members or any other action is
to be voted upon by members, the certificate of incorporation or bylaws may provide
that such elections may be conducted and such actions voted upon by mail in such
manner as shall be stated therein. The vote of members, or of the members of any
particular class, shall be determined from the total number of members who actually
vote by mail, rather than from the total number of members entitled so to vote, unless
the certificate of incorporation otherwise provides. A ballot signed under this section
shall have the same force and effect as a vote of the member who signed it at a meeting
duly held, and may be stated as such in any certificate or document filed under sections
33-1000 to 33-1290, inclusive.
(c) If not otherwise fixed under section 33-1063 or 33-1067, the record date for
determining members entitled to take action without a meeting is the date the first member signs the consent or ballot under subsection (a) or (b) of this section.
(d) The absence from the minutes of any indication that a member objected to holding the meeting shall prima facie establish that no such objection was made.
(P.A. 96-256, S. 44, 209; P.A. 98-137, S. 39, 62; 98-219, S. 33, 34.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace "consent" with "one or
more consents", add provision that any action taken by one or more consents under said Subsec. shall be referred to as
"unanimous written consent" and replace in the provision re force and effect of a consent "Any consent or consents which
become effective as provided herein" with "A unanimous written consent", effective July 1, 1998; P.A. 98-219 revised
effective date of P.A. 98-137, but without affecting this section.
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(b) Unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation
or bylaws require otherwise, notice of an annual or regular 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, (1) no bylaw may be brought up for adoption,
amendment or repeal, and (2) no matter, other than the election of directors at an annual
meeting, may be brought up which expressly requires the vote of members pursuant to
said sections.
(c) Notice of a special meeting of members shall include a description of the purpose
or purposes for which the meeting is called.
(d) If not otherwise fixed under section 33-1063 or 33-1067, the record date for
determining members entitled to notice of and to vote at an annual, regular or special
meeting is the day before the first notice is delivered to members.
(e) Unless the bylaws require otherwise, if an annual, regular or special meeting of
members is adjourned to a different date, time or place, notice need not be given of the
new date, time or place if the new date, time or place is announced at the meeting before
adjournment. If a new record date for the adjourned meeting is or must be fixed under
section 33-1067, however, notice of the adjourned meeting must be given under this
section to persons who are members entitled to vote as of the new record date.
(P.A. 96-256, S. 45, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) A member's attendance at a meeting: (1) Waives objection to lack of notice or
defective notice of the meeting, unless the member 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 member objects to considering
the matter when it is presented.
(P.A. 96-256, S. 46, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(b) A record date fixed under this section may not be more than seventy days before
the meeting or action requiring a determination of members.
(c) A determination of members entitled to notice of or to vote at a meeting of
members is effective for any adjournment of the meeting unless the board of directors
fixes a new record date, 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 continues in effect or it may fix a new record date.
(P.A. 96-256, S. 47, 209.)
History: P.A. 96-256 effective January 1, 1997.
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(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 members.
(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. 40, 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.
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(Return to TOC) (Return to Chapters) (Return to Titles)
VOTING
(b) The members' list shall be available for inspection by any members entitled to
vote at the meeting, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the corporation's
principal office or at a place identified in the meeting notice in the city where the meeting
will be held. A member entitled to vote at the meeting or his agent or attorney is entitled
on written demand to inspect and, subject to the requirements of subsection (c) of section
33-1236, to copy the list, during regular business hours and at his expense, during the
period it is available for inspection.
(c) The corporation shall make the members' list available at the meeting, and any
member entitled to vote at the meeting or his agent or attorney is entitled to inspect the
list at any time during the meeting or any adjournment.
(d) If the corporation refuses to allow a member entitled to vote at the meeting or
his agent or attorney to inspect the members' list before or at the meeting, or copy the
list as permitted by subsection (b) of this section, the superior court for the judicial
district where a corporation's principal office or, if none in this state, its registered office,
is located, on application of the member, may summarily order the inspection or copying
at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available the members' list does not affect
the validity of action taken at the meeting.
(P.A. 96-256, S. 48, 209.)
History: P.A. 96-256 effective January 1, 1997.
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