Connecticut § 33-744 - Vacancy on board of directors.
Full text of Connecticut Connecticut General Statutes § 33-744 — Vacancy on board of directors., with citation guidance and answers to common questions.
§ 33-744. Vacancy on board of directors.
Sec. 33-744. Vacancy on board of directors. (a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.
(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 33-741 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(P.A. 94-186, S. 92, 215; P.A. 96-271, S. 67, 254; P.A. 09-55, S. 15.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 09-55 amended Subsec. (b) to add “only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors”.
Source: official Connecticut text · Last verified 2026-08-27
Frequently Asked Questions About Connecticut § 33-744
What does Connecticut General Statutes § 33-744 cover?
Section 33-744 ("Vacancy on board of directors.") 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 § 33-744?
A common citation format is "Connecticut General Statutes § 33-744" (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 § 33-744 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.