Connecticut Corporate Bylaws

The Connecticut corporate bylaws set the election procedures for directors in addition to determining a corporation’s code of behavior and policies. Corporations are also allowed emergency bylaws for cases where a full quorum is impossible.

Last updated December 6th, 2024

The Connecticut corporate bylaws set the election procedures for directors in addition to determining a corporation’s code of behavior and policies. Corporations are also allowed emergency bylaws for cases where a full quorum is impossible.

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Are bylaws required in Connecticut?

Yes, in Connecticut, corporations must adopt a set of bylaws in order to comply with state law. [1]

Connecticut Corporate Laws

  • Corporate Tax: Connecticut imposes a 7.5% tax on corporations. [2]
  • Board Of Directors: The bylaws explicitly define the number of directors on the board and “may be increased or decreased from time to time” through amendments to its provisions. [3]
    • Board Meetings – Regular or special board meetings are allowed, but by default, attendance using “any means of communication” with live response times is allowed unless otherwise directed by the bylaws.[4]
    • Number: The bylaws may increase or decrease the exact number of directors on the board “from time to time by amendment,” but it is specifically mandated that it be at least three individuals.[5]
    • Qualifications – Bylaws are used to prescribe the requirements for a director or a nominee but must always remain “lawful and reasonable as applied to the corporation.”[6]
    • Elections – Director elections occur annually, with “the first annual shareholder’s meeting and each annual meeting thereafter.” [7]
    • Staggering – Elections may be staggered, thus preventing a board-wide change in directors, by dividing the board into five groups “with each group containing approximately the same percentage of the total as near as may be.” [8]
  • Officers: The board of directors or the bylaws appoints officers, and once in position, each officer “may appoint one or more officers,” so long as the bylaws allow this.[9]
  • Quorum: While the bylaws set the number of directors needed for a quorum, Connecticut state law requires at least “one-third of the fixed or prescribed number of directors” present. [10]
  • Shareholder Meetings: Bylaws determine meeting specifics, such as location, accessibility, and “remote communication” options.[11]
  • Emergency Bylaws: Corporations can develop bylaws to govern voting procedures when a disaster or catastrophe prevents a full quorum; however, amendments made during this “are subject to amendment or repeal by the shareholders.” [12]

Sources

    1. CT Gen Stat § 33-640. (2023)
    2. CT Gen Stat § 12-214. (2023)
    3. CT Gen Stat § 33-737. (2023)
    4. CT Gen Stat § 33-737. (2023)
    5. CT Gen Stat § 33-1082. (2023)
    6. CT Gen Stat § 33-736. (2023)
    7. CT Gen Stat § 33-740. (2023)
    8. CT Gen Stat § 33-748. (2023)
    9. CT Gen Stat § 33-763. (2023)
    10. CT Gen Stat § 33-752. (2023)
    11. CT Gen Stat § 33-695. (2023)
    12. CT Gen Stat § 33-641. (2023)