Connecticut § 33-1124 - Variation by corporate action.

§ 33-1124. Variation by corporate action.

Sec. 33-1124. Variation by corporate action. (a) A corporation may, by a provision in its certificate of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 33-1117 or advance funds to pay for or reimburse expenses in accordance with section 33-1119. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of section 33-1119 and subsection (c) of section 33-1121. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 33-1119 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

(b) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the certificate of incorporation, the bylaws or a resolution of the board of directors or members of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by subdivision (3) of section 33-1158.

(c) A corporation may, by a provision in its certificate of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to sections 33-1116 to 33-1125, inclusive.

(d) Sections 33-1116 to 33-1125, inclusive, do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he is not a party.

(P.A. 96-256, S. 92, 209; P.A. 97-246, S. 62, 99; P.A. 01-199, S. 43.)

History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 substantially revised section, including adding new Subsec. (b) re limitation on indemnification of or advance for expenses to a director of a predecessor of the corporation, adding new Subsec. (c) authorizing a corporation in its certificate of incorporation to limit statutory rights of indemnification and advance for expenses and designating former Subsec. (b) as Subsec. (d), effective June 27, 1997; P.A. 01-199 amended Subsec. (a) to make a technical change and add provision that obligatory provision shall be deemed to satisfy the requirements for authorization in Sec. 33-1119(c) and Sec. 33-1121(c).