Connecticut § 33-806 - Amendment by shareholders or board of directors.
Full text of Connecticut Connecticut General Statutes § 33-806 — Amendment by shareholders or board of directors., with citation guidance and answers to common questions.
§ 33-806. Amendment by shareholders or board of directors.
Sec. 33-806. Amendment by shareholders or board of directors. (a) A corporation's shareholders may amend or repeal the corporation's bylaws.
(b) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The certificate of incorporation, section 33-808 or, if applicable, section 33-809 reserves that power exclusively to the shareholders in whole or part; or (2) except as provided in subsection (d) of section 33-640, the shareholders in amending, repealing or adopting a bylaw expressly provide that the board of directors may not amend, repeal or reinstate that bylaw.
(P.A. 94-186, S. 129, 215; P.A. 96-271, S. 96, 254; P.A. 03-18, S. 16; P.A. 09-55, S. 16; P.A. 12-32, S. 9.)
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. 03-18 added new Subsec. (a) re shareholder amendment or repeal of bylaws, redesignated existing Subsec. (a) as new Subsec. (b) and amended same by deleting reference to Secs. 33-600 to 33-998, adding references to Sec. 33-808, adopting a bylaw and reinstating a bylaw and making technical changes, and deleted former Subsec. (b) re shareholder amendment or repeal of bylaws, effective July 1, 2003; P.A. 09-55 amended Subsec. (b) to add in Subdiv. (1) “or, if applicable, section 33-809”, to replace in Subdiv. (2) “a particular bylaw” with “a bylaw” and to make technical changes; P.A. 12-32 amended Subsec. (b)(2) to add exception to Sec. 33-640(d).
Board of directors can amend corporation's bylaws, but only if bylaws or certificate of incorporation does not reserve such power to the shareholders. 72 CA 426.
Source: official Connecticut text · Last verified 2026-08-27
Frequently Asked Questions About Connecticut § 33-806
What does Connecticut General Statutes § 33-806 cover?
Section 33-806 ("Amendment by shareholders or 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 § 33-806?
A common citation format is "Connecticut General Statutes § 33-806" (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 § 33-806 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.