Chapter 602. Nonstock Corporations
Section
33-1000Short title: Connecticut Revised Nonstock Corporation Act.33-1001Construction of statutes.33-1002Definitions.33-1003Notice.33-1003aQualified director.33-1004Filing requirements.33-1005Forms. Mailing address.33-1006Effective time and date of document.33-1007Correcting filed document.33-1008Filing duty of Secretary of the State.33-1009Appeal from Secretary of the State's refusal to file document.33-1010Evidentiary effect of copy of filed document.33-1011Certificate of existence or authorization.33-1012Penalty for signing false document.33-1013Fees payable to Secretary of the State.33-1014Franchise tax.33-1015Powers of Secretary of the State.33-1016Regulations regarding electronic filing.33-1017Interrogatories by Secretary of the State.33-1018 to 33-102433-1018 to 33-102433-1025Incorporators.33-1026Certificate of incorporation.33-1027Incorporation.33-1028Liability for preincorporation transactions.33-1029Organization of corporation.33-1030Bylaws.33-1031Emergency bylaws.33-1032 to 33-103433-1032 to 33-103433-1035Purposes.33-1036General powers.33-1037Emergency powers.33-1038Ultra vires.33-1039 to 33-104433-1039 to 33-104433-1045Corporate name.33-1046Reserved name.33-1047Registered name.33-1048 and 33-104933-1048 and 33-104933-1050Registered office and registered agent.33-1051Change of registered office or registered agent.33-1052Resignation of registered agent.33-1053Service of process on corporation.33-105433-105433-1055Classes of members.33-1056Rules for membership.33-1057Corporation may impose fines and penalties and levy dues and assessments.33-1058Liability of members.33-1059 and 33-106033-1059 and 33-106033-1061Annual meeting. Regular meeting.33-1062Special meeting.33-1063Court-ordered meeting.33-1064Action without meeting. Validity of actions at meetings not properly called.33-1065Notice of meeting.33-1066Waiver of notice.33-1067Record date.33-1068Chairperson to preside.33-1069Remote participation in meetings.33-1070Members' list for meeting.33-1071Member voting rights.33-1072Proxies.33-1073Corporation's acceptance or rejection of votes.33-1074Quorum and voting requirements.33-1075Action by single and multiple classes of members.33-1076Other quorum or voting requirement.33-1077Voting for directors. Cumulative voting.33-1078Inspectors.33-107933-107933-1080Requirements for and duties of board of directors.33-1081Qualifications of directors.33-1082Number and election of directors.33-1083Special provisions regarding directors.33-1084Election of directors by certain classes of members.33-1085Terms of directors generally.33-1086Staggered terms for directors.33-1087Resignation of directors.33-1088Removal of directors by members or directors.33-1089Proceedings to determine validity of election.33-1090Removal of directors by judicial proceeding.33-1091Vacancy on board of directors.33-1091aJudicial appointment of board of directors.33-1092Compensation of directors.33-1093 and 33-109433-1093 and 33-109433-1095Meetings.33-1096Court-ordered meeting of directors.33-1097Action without meeting.33-1098Notice of meeting.33-1099Waiver of notice.33-1100Quorum and voting.33-1101Committees.33-1102 and 33-110333-1102 and 33-110333-1104General standards for directors.33-1105Liability for unlawful distribution.33-1106Liability for loans.33-1107 and 33-110833-1107 and 33-110833-1109Officers.33-1110Functions of officers.33-1111Standards of conduct for officers.33-1112Resignation and removal of officers.33-1113Contract rights of officers.33-1114 and 33-111533-1114 and 33-111533-1116Definitions.33-1117Permissible indemnification.33-1118Mandatory indemnification.33-1119Advance for expenses.33-1120Court-ordered indemnification and advance for expenses.33-1121Determination and authorization of indemnification.33-1122Indemnification of and advance for expenses to officers, employees and agents.33-1123Insurance.33-1124Variation by corporate action.33-1125Exclusivity of provisions.33-112633-112633-1127Definitions.33-1128Judicial action.33-1129Directors' action.33-1130Members' action.33-1131Taking advantage of a business opportunity.33-1132 to 33-113933-1132 to 33-113933-1140Authority to amend.33-1141Certain amendments by board of directors.33-1142Amendment by board of directors and members.33-1143Amendments by incorporators.33-1144Certificate of amendment.33-1145Restated certificate of incorporation.33-1146Amendment pursuant to reorganization.33-1147Effect of amendment.33-1148 and 33-114933-1148 and 33-114933-1150Amendment by board of directors or members.33-1151Bylaw increasing quorum or voting requirement for members.33-1152Bylaw increasing quorum or voting requirement for directors.33-1153 and 33-115433-1153 and 33-115433-1155Merger.33-1156Action on plan of merger.33-1157Certificate of merger.33-1158Effect of merger.33-1159Merger with foreign corporation.33-1159aMerger with foreign corporation.33-1159bAbandoned merger.33-1160 to 33-116433-1160 to 33-116433-1165Sale or other disposition of assets in regular course of affairs. Mortgage or other encumbrance or transfer of assets.33-1166Sale or other disposition of assets leaving no significant continuing activity.33-1167 to 33-116933-1167 to 33-116933-1170Dissolution by incorporators or initial directors.33-1171Dissolution by resolution of board of directors and members.33-1172Certificate of dissolution.33-1173Revocation of dissolution.33-1174Effect of dissolution.33-1175Adoption of plan for distribution of assets.33-1176Liquidating distribution of assets.33-1177Known claims against dissolved corporation.33-1178Unknown claims against dissolved corporation.33-1178aProceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution.33-1178bDuties of directors of dissolved corporation.33-1179 and 33-118033-1179 and 33-118033-1181Administrative dissolution.33-1182Effect of administrative dissolution.33-1183Reinstatement following administrative dissolution.33-1184Appeal from refusal of reinstatement.33-1185 and 33-118633-1185 and 33-118633-1187Grounds for judicial dissolution.33-1188Procedure for judicial dissolution.33-1189Receivership or custodianship.33-1190Decree of dissolution.33-1191 and 33-119233-1191 and 33-119233-1193Deposit of assets with State Treasurer or other state official.33-1194 to 33-119933-1194 to 33-119933-1200Provisions applicable to specially chartered corporations.33-1201Formation of specially chartered corporation.33-1202Amendment of special charter.33-1203Surrender of charter and reincorporation.33-1204Franchise tax.33-1205Dissolution of specially chartered beach association.33-1206 to 33-120933-1206 to 33-120933-1210Authority to conduct affairs required.33-1211Consequences of conducting affairs without authority.33-1212Application for certificate of authority.33-1213Amended certificate of authority.33-1214Effect of certificate of authority.33-1215Corporate name of foreign corporation.33-1216Registered office and registered agent of foreign corporation.33-1217Change of registered office or registered agent of foreign corporation.33-1218Resignation of registered agent of foreign corporation.33-1219Service of process on foreign corporation.33-1220 and 33-122133-1220 and 33-122133-1222Withdrawal of foreign corporation.33-1223 and 33-122433-1223 and 33-122433-1225Grounds for revocation.33-1226Procedure for and effect of revocation.33-1227Appeal from revocation.33-1228 to 33-123433-1228 to 33-123433-1235Corporate records.33-1236Inspection of records by members.33-1237Scope of inspection right.33-1238Court-ordered inspection.33-1239Inspection of records by directors.33-1240Exception to notice requirement.33-1241Financial statements.33-1242Other reports to members.33-1243Reports.33-1244Failure to file report. Incorrect report.33-1245Interim notice of change of director or officer.33-1246 to 33-128433-1246 to 33-128433-1285Judicial relief.33-1286Applicability to domestic corporations in existence on January 1, 1997.33-1287Applicability to qualified foreign corporations.33-1288Savings provisions.33-1289Reservation of power to amend or repeal.33-1290Severability.33-1291 to 33-133033-1291 to 33-1330