There is a newer version of the Connecticut General Statutes
2009 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-639. Organization of corporation.
Sec. 33-639. Organization of corporation. (a) After incorporation: (1) If initial
directors are named in the certificate of incorporation, the initial directors shall hold
an organizational meeting, at the call of a majority of the directors, to complete the
organization of the corporation by appointing officers, adopting bylaws and carrying
on any other business brought before the meeting; (2) if initial directors are not named
in the certificate, the incorporator or incorporators shall hold an organizational meeting
at the call of a majority of the incorporators: (A) To elect directors and complete the
organization of the corporation; or (B) to elect a board of directors who shall complete
the organization of the corporation.(b) Action required or permitted by sections 33-600 to 33-998, inclusive, to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or out of this state.
(d) An organizational meeting held before incorporation is valid as if it were held after incorporation if the persons holding the meeting could properly have held such meeting after incorporation.
(P.A. 94-186, S. 24, 215; P.A. 96-271, S. 18, 254; P.A. 97-246, S. 5, 99.)
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. 97-246 added new Subsec. (d) re validity of organizational meeting held before incorporation, effective June 27, 1997.
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