Sec. 33-797. Amendment by board of directors and shareholders.
Sec. 33-797. Amendment by board of directors and shareholders. (a) If a corporation has issued shares, an amendment to the certificate of incorporation shall be
adopted as provided in this section. A proposed amendment must be adopted by the
board of directors.
(b) Except as provided in sections 33-796, 33-801, and 33-802, after adopting the
proposed amendment, the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders
a recommendation that the shareholders approve the amendment, unless the board of
directors makes a determination that because of conflicts of interest or other special
circumstances it should not make such a recommendation, in which case the board of
directors must transmit to the shareholders the basis for such determination.
(c) The board of directors may condition its submission of the amendment to the
shareholders on any basis.
(d) If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether
or not entitled to vote, of the meeting of shareholders at which the amendment is to be
submitted for approval. The notice must state that the purpose, or one of the purposes,
of the meeting is to consider the amendment and must contain or be accompanied by a
copy of the amendment.
(e) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or
the board of directors acting pursuant to subsection (c) of this section requires a greater
vote or a vote by voting groups, and except as provided in subsection (f) of this section,
the amendment to be adopted must be approved by: (1) A majority of the votes entitled
to be cast on the amendment by any voting group with respect to which the amendment
would create appraisal rights; and (2) the votes required by sections 33-709 and 33-710
by every other voting group entitled to vote on the amendment.
(f) Notwithstanding any provision of subsection (e) of this section to the contrary,
an amendment to the certificate of incorporation of a corporation which was incorporated
under the laws of this state, whether under chapter 599 of the general statutes, revision
of 1958, revised to January 1, 1995, or any other general law or special act, prior to
January 1, 1997, and which at the time of any shareholder vote on such a proposed
amendment has less than one hundred shareholders of record, shall, unless the certificate
of incorporation of such corporation expressly provides otherwise, be approved by the
affirmative vote of at least two-thirds of the voting power of each voting group entitled
to vote thereon.
(P.A. 94-186, S. 122, 215; P.A. 96-271, S. 86-88, 254; P.A. 03-18, S. 10.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of
incorporation where appearing and amended Subsec. (f) to replace "January 1, 1996" with "January 1, 1997", effective
January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re adoption of amendment
if corporation has issued shares and re adoption of proposed amendment by the board, amended Subsec. (b) by making
technical changes, adding exception for provisions of Secs. 33-796, 33-801 and 33-802, replacing provision requiring the
board to recommend the amendment to the shareholders in order for the amendment to be adopted with provision requiring
the board to submit the amendment to the shareholders for their approval after the amendment is adopted, adding provision
requiring the board to transmit to the shareholders a recommendation that the shareholders approve the amendment, deleting
provisions re communication of basis for determination to the shareholders and re shareholder approval of the amendment
as provided in Subsec. (e) and adding provision requiring board to transmit to the shareholders the basis for its determination
not to recommend approval of the amendment, amended Subsec. (c) by replacing "submission of the proposed amendment"
with "submission of the amendment to the shareholders", amended Subsec. (d) by adding provision re notice if the amendment is required to be approved by the shareholders at a meeting, replacing provision re notice of proposed shareholder
meeting in accordance with Sec. 33-699 with provision re notice of meeting of shareholders at which the amendment is
to be submitted for approval, deleting references to proposed amendment and summary of the amendment and making
technical changes, amended Subsec. (e) by replacing "dissenter's rights" with "appraisal rights" and amended Subsec. (f)
by making a technical change, effective July 1, 2003.