2005 Connecticut Code - Sec. 33-1129. Directors\' action.
Sec. 33-1129. Directors' action. (a) Directors' action respecting a transaction is
effective for purposes of subdivision (1) of subsection (b) of section 33-1128 if the
transaction received the affirmative vote of a majority, but no fewer than two, of those
qualified directors on the board of directors or on a duly empowered committee of the
board who voted on the transaction after either required disclosure to them, to the extent
the information was not known by them, or compliance with subsection (b) of this
section; provided that action by a committee is so effective only if (1) all committee
members are qualified directors, and (2) committee members are either all the qualified
directors on the board or are appointed by the affirmative vote of a majority of the
qualified directors on the board.
(c) A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.
(d) For purposes of this section, "qualified director" means, with respect to a director's conflicting interest transaction, any director who does not have either (1) a conflicting interest respecting the transaction, or (2) a familial, financial, professional or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.
(P.A. 96-256, S. 95, 209.)
History: P.A. 96-256 effective January 1, 1997.
Disclaimer: These codes may not be the most recent version. Connecticut may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.