Connecticut § 33-640 - Bylaws.
Full text of Connecticut Connecticut General Statutes § 33-640 — Bylaws., with citation guidance and answers to common questions.
§ 33-640. Bylaws.
Sec. 33-640. Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation.
(c) The bylaws may contain one or both of the following provisions:
(1) A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and
(2) A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures or conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.
(d) Notwithstanding subdivision (2) of subsection (b) of section 33-806, the shareholders in amending, repealing or adopting a bylaw described in subsection (c) of this section may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw in order to provide for a reasonable, practicable and orderly process.
(P.A. 94-186, S. 25, 215; P.A. 96-271, S. 19, 254; P.A. 12-32, S. 8.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 12-32 amended Subsec. (b) to delete “for managing the business and regulating the affairs of the corporation”, added Subsec. (c) re bylaw provisions concerning solicitation of proxies or consents and added Subsec. (d) re prohibition on limiting authority of board re bylaw described in Subsec. (c).
Frequently Asked Questions About Connecticut § 33-640
What does Connecticut General Statutes § 33-640 cover?
Section 33-640 ("Bylaws.") is part of the Connecticut General Statutes, the codified statutory law of Connecticut. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Connecticut § 33-640?
A common citation format is "Connecticut General Statutes § 33-640" (Connecticut). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Connecticut law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Connecticut official source linked on this page or consult a licensed Connecticut attorney.
How does Connecticut § 33-640 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Connecticut can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Connecticut.