Connecticut General Statutes
Title 33 - Corporations
Chapter 602 - Nonstock Corporations

Section 33-1057. - Corporation may impose fines and penalties and levy dues and assessments. - (a) A corporation may impose fines or penalties on members...

Section 33-1058. - Liability of members. - (a) A member of a corporation shall not be liable...

Section 33-1061. - Annual meeting. Regular meeting. - (a) A corporation that has members entitled to vote for...

Section 33-1062. - Special meeting. - (a) A corporation that has members entitled to vote shall...

Section 33-1063. - Court-ordered meeting. - (a) The superior court for the judicial district where a...

Section 33-1064. - Action without meeting. Validity of actions at meetings not properly called. - (a) Any action which, under any provision of sections 33-1000...

Section 33-1065. - Notice of meeting. - (a) A corporation shall notify members entitled to vote of...

Section 33-1066. - Waiver of notice. - (a) A member may waive any notice required by sections...

Section 33-1067. - Record date. - (a) The bylaws may fix or provide the manner of...

Section 33-1068. - Chairperson to preside. - (a) At each meeting of members, a chairperson shall preside....

Section 33-1069. - Remote participation in meetings. - (a) Members of any class may participate in any meeting...

Section 33-1070. - Members' list for meeting. - (a) After fixing a record date for a meeting, a...

Section 33-1071. - Member voting rights. - (a) Unless the certificate of incorporation provides otherwise, each member,...

Section 33-1072. - Proxies. - (a) Unless the certificate of incorporation or bylaws provide otherwise,...

Section 33-1073. - Corporation's acceptance or rejection of votes. - (a) If the name signed on a vote, consent, waiver...

Section 33-1074. - Quorum and voting requirements. - (a) Members entitled to vote on a matter may take...

Section 33-1075. - Action by single and multiple classes of members. - (a) If the certificate of incorporation or sections 33-1000 to...

Section 33-1076. - Other quorum or voting requirement. - (a) The certificate of incorporation may provide for a greater...

Section 33-1077. - Voting for directors. Cumulative voting. - (a) Unless otherwise provided in the certificate of incorporation, directors...

Section 33-1078. - Inspectors. - (a) A corporation may appoint one or more inspectors to...

Section 33-1080. - Requirements for and duties of board of directors. - (a) Each corporation shall have a board of directors. (b)...

Section 33-1081. - Qualifications of directors. - (a) The certificate of incorporation or bylaws may prescribe qualifications...

Section 33-1082. - Number and election of directors. - (a) A board of directors shall consist of three or...

Section 33-1083. - Special provisions regarding directors. - (a) The certificate of incorporation may provide that the entire...

Section 33-1084. - Election of directors by certain classes of members. - If the certificate of incorporation authorizes classes of members, the...

Section 33-1085. - Terms of directors generally. - (a) The terms of the initial directors of a corporation...

Section 33-1086. - Staggered terms for directors. - (a) The certificate of incorporation or, subject to the provisions...

Section 33-1087. - Resignation of directors. - (a) A director may resign at any time by delivering...

Section 33-1088. - Removal of directors by members or directors. - (a) The members entitled to vote for the election of...

Section 33-1089. - Proceedings to determine validity of election. - (a) Upon application of any member, director or person aggrieved,...

Section 33-1090. - Removal of directors by judicial proceeding. - (a) The superior court for the judicial district where a...

Section 33-1091. - Vacancy on board of directors. - (a) Unless the certificate of incorporation provides otherwise, if a...

Section 33-1091a. - Judicial appointment of board of directors. - If the board of directors of a corporation ceases to...

Section 33-1092. - Compensation of directors. - Unless the certificate of incorporation or bylaws provide otherwise, the...

Section 33-1095. - Meetings. - (a) The board of directors may hold regular or special...

Section 33-1096. - Court-ordered meeting of directors. - (a) The superior court for the judicial district where a...

Section 33-1097. - Action without meeting. - (a) Except to the extent that the certificate of incorporation...

Section 33-1098. - Notice of meeting. - (a) Unless the certificate of incorporation or bylaws provide otherwise,...

Section 33-1099. - Waiver of notice. - (a) A director may waive any notice required by sections...

Section 33-1100. - Quorum and voting. - (a) Unless the certificate of incorporation or bylaws require a...

Section 33-1101. - Committees. - (a) Unless sections 33-1000 to 33-1290, inclusive, the certificate of...

Section 33-1104. - General standards for directors. - (a) A director shall discharge his duties as a director,...

Section 33-1105. - Liability for unlawful distribution. - (a) A director who votes for or assents to a...

Section 33-1106. - Liability for loans. - Directors who vote for or assent to the making of...

Section 33-1109. - Officers. - (a) A corporation has the offices described in its bylaws....

Section 33-1110. - Functions of officers. - Each officer has the authority and shall perform the functions...

Section 33-1111. - Standards of conduct for officers. - (a) An officer with discretionary authority shall discharge his duties...

Section 33-1112. - Resignation and removal of officers. - (a) An officer may resign at any time by delivering...

Section 33-1113. - Contract rights of officers. - (a) The appointment of an officer does not itself create...

Section 33-1116. - Definitions. - As used in sections 33-1116 to 33-1125, inclusive: (1) “Corporation”...

Section 33-1117. - Permissible indemnification. - (a) Except as otherwise provided in this section, a corporation...

Section 33-1118. - Mandatory indemnification. - A corporation shall indemnify a director who was wholly successful,...

Section 33-1119. - Advance for expenses. - (a) A corporation may, before final disposition of a proceeding,...

Section 33-1120. - Court-ordered indemnification and advance for expenses. - (a) A director who is a party to a proceeding...

Section 33-1121. - Determination and authorization of indemnification. - (a) A corporation may not indemnify a director under section...

Section 33-1122. - Indemnification of and advance for expenses to officers, employees and agents. - (a) A corporation may indemnify and advance expenses under sections...

Section 33-1123. - Insurance. - A corporation may purchase and maintain insurance on behalf of...

Section 33-1124. - Variation by corporate action. - (a) A corporation may, by a provision in its certificate...

Section 33-1125. - Exclusivity of provisions. - A corporation may provide indemnification of or advance expenses to...

Section 33-1127. - Definitions. - As used in sections 33-1127 to 33-1130, inclusive: (1) “Director's...

Section 33-1128. - Judicial action. - (a) A transaction effected or proposed to be effected by...

Section 33-1129. - Directors' action. - (a) Directors' action respecting a director's conflicting interest transaction is...

Section 33-1130. - Members' action. - (a) Members' action respecting a director's conflicting interest transaction is...

Section 33-1131. - Taking advantage of a business opportunity. - (a) A director's taking advantage, directly or indirectly, of a...

Section 33-1140. - Authority to amend. - (a) A corporation may amend its certificate of incorporation at...

Section 33-1141. - Certain amendments by board of directors. - Unless the certificate of incorporation provides otherwise, a corporation's board...

Section 33-1142. - Amendment by board of directors and members. - (a) If a corporation has members, an amendment to the...

Section 33-1143. - Amendments by incorporators. - If a corporation has no members entitled to vote on...

Section 33-1144. - Certificate of amendment. - After an amendment to the certificate of incorporation has been...

Section 33-1145. - Restated certificate of incorporation. - (a) A corporation's board of directors may restate its certificate...

Section 33-1146. - Amendment pursuant to reorganization. - (a) A corporation's certificate of incorporation may be amended without...

Section 33-1147. - Effect of amendment. - An amendment to a certificate of incorporation does not affect...

Section 33-1150. - Amendment by board of directors or members. - (a) A corporation's board of directors may amend or repeal...

Section 33-1151. - Bylaw increasing quorum or voting requirement for members. - (a) If authorized by the certificate of incorporation, the members...

Section 33-1152. - Bylaw increasing quorum or voting requirement for directors. - (a) A bylaw that fixes a greater quorum or voting...

Section 33-1155. - Merger. - (a) One or more corporations may merge with another corporation...

Section 33-1156. - Action on plan of merger. - In the case of a domestic corporation that is a...

Section 33-1157. - Certificate of merger. - (a) After a plan of merger has been adopted and...

Section 33-1158. - Effect of merger. - When a merger becomes effective: (1) The corporation that is...

Section 33-1159. - Merger with foreign corporation. - Section 33-1159 is repealed, effective July 1, 2003. (P.A. 96-256,...

Section 33-1159a. - Merger with foreign corporation. - (a) One or more foreign corporations, as defined in section...

Section 33-1159b. - Abandoned merger. - (a) Unless otherwise provided in a plan of merger, after...

Section 33-1165. - Sale or other disposition of assets in regular course of affairs. Mortgage or other encumbrance or transfer of assets. - No approval of the members of a corporation is required,...

Section 33-1166. - Sale or other disposition of assets leaving no significant continuing activity. - (a) Unless the certificate of incorporation provides otherwise, a sale,...

Section 33-1170. - Dissolution by incorporators or initial directors. - A majority of the initial directors or, if the initial...

Section 33-1171. - Dissolution by resolution of board of directors and members. - (a) A corporation's board of directors may propose dissolution for...

Section 33-1172. - Certificate of dissolution. - (a) At any time after dissolution is authorized, the corporation...

Section 33-1173. - Revocation of dissolution. - (a) A corporation may revoke its dissolution within one hundred...

Section 33-1174. - Effect of dissolution. - (a) A dissolved corporation continues its corporate existence but may...

Section 33-1175. - Adoption of plan for distribution of assets. - A plan providing for the distribution of assets, not inconsistent...

Section 33-1176. - Liquidating distribution of assets. - (a) The assets of a corporation in the process of...

Section 33-1177. - Known claims against dissolved corporation. - (a) A dissolved corporation may dispose of the known claims...

Section 33-1178. - Unknown claims against dissolved corporation. - (a) A dissolved corporation may also publish notice of its...

Section 33-1178a. - Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution. - (a) A dissolved corporation that has published a notice under...

Section 33-1178b. - Duties of directors of dissolved corporation. - (a) Directors of a dissolved corporation shall cause the dissolved...

Section 33-1181. - Administrative dissolution. - (a) The Secretary of the State may effect the administrative...

Section 33-1182. - Effect of administrative dissolution. - (a) A corporation administratively dissolved continues its corporate existence but...

Section 33-1183. - Reinstatement following administrative dissolution. - (a) A corporation administratively dissolved may apply to the Secretary...

Section 33-1184. - Appeal from refusal of reinstatement. - (a) If the Secretary of the State refuses to file...

Section 33-1187. - Grounds for judicial dissolution. - (a) The superior court for the judicial district where the...

Section 33-1188. - Procedure for judicial dissolution. - (a) Venue for a proceeding by the Attorney General to...

Section 33-1189. - Receivership or custodianship. - (a) A court in a judicial proceeding brought to dissolve...

Section 33-1190. - Decree of dissolution. - (a) If after a hearing the court determines that one...

Section 33-1193. - Deposit of assets with State Treasurer or other state official. - Assets of a dissolved corporation that should be transferred to...

Section 33-1200. - Provisions applicable to specially chartered corporations. - (a) Except as otherwise provided in subsection (e) of section...

Section 33-1201. - Formation of specially chartered corporation. - Formation of a specially chartered corporation shall, following enactment of...

Section 33-1202. - Amendment of special charter. - (a) Amendment of a special charter by the General Assembly...

Section 33-1203. - Surrender of charter and reincorporation. - (a) Any specially chartered corporation may surrender its charter and...

Section 33-1204. - Franchise tax. - Specially chartered corporations incorporated or reincorporated after January 1, 1961,...

Section 33-1205. - Dissolution of specially chartered beach association. - Except as otherwise provided by special act, any specially chartered...

Section 33-1210. - Authority to conduct affairs required. - (a) A foreign corporation, other than an insurance, surety or...

Section 33-1211. - Consequences of conducting affairs without authority. - (a) A foreign corporation conducting affairs in this state without...

Section 33-1212. - Application for certificate of authority. - (a) A foreign corporation may apply for a certificate of...

Section 33-1213. - Amended certificate of authority. - (a) A foreign corporation authorized to conduct affairs in this...

Section 33-1214. - Effect of certificate of authority. - (a) A certificate of authority authorizes the foreign corporation to...

Section 33-1215. - Corporate name of foreign corporation. - (a) The corporate name of a foreign corporation must satisfy...

Section 33-1216. - Registered office and registered agent of foreign corporation. - (a) Each foreign corporation authorized to conduct affairs in this...

Section 33-1217. - Change of registered office or registered agent of foreign corporation. - (a) A foreign corporation authorized to conduct affairs in this...

Section 33-1218. - Resignation of registered agent of foreign corporation. - (a) The registered agent of a foreign corporation may resign...

Section 33-1219. - Service of process on foreign corporation. - (a) The registered agent of a foreign corporation authorized to...

Section 33-1222. - Withdrawal of foreign corporation. - (a) A foreign corporation authorized to conduct affairs in this...

Section 33-1225. - Grounds for revocation. - The Secretary of the State may commence a proceeding under...

Section 33-1226. - Procedure for and effect of revocation. - (a) If the Secretary of the State determines that one...

Section 33-1227. - Appeal from revocation. - (a) A foreign corporation may appeal the Secretary of the...

Section 33-1235. - Corporate records. - (a) A corporation shall keep as permanent records minutes of...

Section 33-1236. - Inspection of records by members. - (a) A member is entitled to inspect and copy, during...

Section 33-1237. - Scope of inspection right. - (a) A member's agent or attorney has the same inspection...

Section 33-1238. - Court-ordered inspection. - (a) If a corporation does not allow a member who...

Section 33-1239. - Inspection of records by directors. - (a) A director of a corporation is entitled to inspect...

Section 33-1240. - Exception to notice requirement. - (a) Whenever notice is required to be given under any...

Section 33-1241. - Financial statements. - (a) A corporation shall prepare annual financial statements, which may...

Section 33-1242. - Other reports to members. - Section 33-1242 is repealed, effective October 1, 2001. (P.A. 96-256,...

Section 33-1243. - Reports. - (a) Each domestic corporation, except banks, trust companies, insurance or...

Section 33-1244. - Failure to file report. Incorrect report. - (a) Any corporation required to file annual reports as provided...

Section 33-1245. - Interim notice of change of director or officer. - (a) When the directors or officers of a domestic or...

Section 33-1285. - Judicial relief. - (a) If for any reason it is impractical or impossible...

Section 33-1286. - Applicability to domestic corporations in existence on January 1, 1997. - Sections 33-1000 to 33-1290, inclusive, apply to all domestic corporations...

Section 33-1287. - Applicability to qualified foreign corporations. - A foreign corporation authorized to conduct affairs in this state...

Section 33-1288. - Savings provisions. - (a) Except as provided in subsection (b) of this section,...

Section 33-1289. - Reservation of power to amend or repeal. - The General Assembly has the power to amend or repeal...

Section 33-1290. - Severability. - If any provision of sections 33-1000 to 33-1290, inclusive, or...

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Connecticut General Statutes Title 33 - Corporations Chapter 602 - Nonstock Corporations

Connecticut General Statutes
Title 33 - Corporations
Chapter 602 - Nonstock Corporations