Connecticut § 33-1101 - Committees.

§ 33-1101. Committees.

Sec. 33-1101. Committees. (a) Unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee.

(b) Unless sections 33-1000 to 33-1290, inclusive, provide otherwise, the creation of a committee and appointment of directors to it shall be approved by the greater of (1) a majority of all the directors in office when the action is taken, or (2) the number of directors required by the certificate of incorporation or bylaws to take action under section 33-1100.

(c) The provisions of sections 33-1095 to 33-1100, inclusive, apply both to committees of the board and their directors.

(d) To the extent specified by the board of directors or in the certificate of incorporation or bylaws, each committee may exercise the powers of the board of directors under section 33-1080.

(e) A committee may not, however: (1) Approve or recommend to members action that sections 33-1000 to 33-1290, inclusive, require to be approved by members; (2) fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees; (3) adopt, amend or repeal bylaws; (4) approve a plan of merger; (5) approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of a corporation, other than (A) in the usual and regular course of affairs of the corporation, or (B) a mortgage, pledge or other encumbrance described in subdivision (2) of section 33-1165; or (6) approve a proposal to dissolve.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 33-1104.

(g) The board of directors may appoint one or more directors as alternate directors of any committee to replace any absent or disqualified director during the director's absence or disqualification. If authorized by the certificate of incorporation, the bylaws or the resolution creating the committee, in the event of the absence or disqualification of a director of a committee, the director or directors present at any meeting and not disqualified from voting, may, by unanimous vote, appoint another director to act in place of the absent or disqualified director.

(P.A. 96-256, S. 75, 209; P.A. 97-246, S. 53, 99; P.A. 98-137, S. 45, 62; 98-219, S. 33, 34; P.A. 01-199, S. 39; P.A. 03-18, S. 37.)

History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to delete provisions that described the subject matter of the referenced statutory sections and to rephrase the remaining provisions, effective June 27, 1997; P.A. 98-137 amended Subsec. (e) to divide former Subdiv. (5) into Subdivs. (5), (6) and (7) and amend Subdiv. (6) to add Subpara. (B) re mortgage, pledge or other encumbrance described in Sec. 33-1165(a)(2), effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (a) to specify that Secs. 33-1000 to 33-1290, inclusive, may provide other rules for the creation of committees and appointment of members thereto, authorize the board to appoint “one or more” members to serve on any committee and delete the requirement that each committee have “two or more directors, who serve at the pleasure of the board of directors”, amended Subsec. (b) to make a technical change and specify that Secs. 33-1000 to 33-1290, inclusive, may provide other rules for the approval of the creation of a committee and appointment of directors thereto, amended Subsec. (c) to rephrase provisions, amended Subsec. (d) to replace “authority” with “powers”, amended Subsec. (e)(2) to specify that filling vacancies on committees is “subject to subsection (g) of this section”, made a technical change and deleted former Subdiv. (3) re amendment of the certificate of incorporation, renumbering former Subdivs. (4), (5), (6) and (7) as Subdivs. (3), (4), (5) and (6), and added new Subsec. (g) re appointment of alternate directors of a committee; P.A. 03-18 made a technical change in Subsec. (e)(1) and deleted “subsection (a) of” in Subsec. (e)(5)(B), effective July 1, 2003.

Secs. 33-1102 and 33-1103. Reserved for future use.

(C)

STANDARDS OF CONDUCT