2009 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-912. Amendment of special charter.

      Sec. 33-912. Amendment of special charter. (a) Amendment of a special charter by the General Assembly shall require acceptance by the corporation if and to the extent provided in the act of amendment.

      (b) The certificate of incorporation of a specially chartered corporation may be amended by its shareholders for the purposes and in the manner provided by sections 33-600 to 33-998, inclusive, for corporations incorporated under said sections except that its certificate of incorporation as so amended shall not authorize it to engage in any business or to carry on its business in any area unless either (1) it could be so authorized under section 33-645, or (2) it was so authorized by its certificate of incorporation prior to such amendment. A specially chartered corporation the name of which does not contain the words "corporation" or "company" or "incorporated" or "limited" or "Societa per Azioni" or an abbreviation of one of such words may amend its certificate of incorporation pursuant to this subsection without changing its name.

      (c) A restated certificate of incorporation adopted by a specially chartered corporation need not, in order to preserve the provisions of special acts of the legislature setting forth its franchises, whether of a public or a private nature, the nature of its business, and its special rights, privileges and immunities, recite such provisions.

      (P.A. 94-186, S. 181, 215; P.A. 96-271, S. 132, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing and amended Subsec. (b) to add "Societa per Azioni", effective January 1, 1997.

      Annotations to former section 33-3:

      This section held not to apply to municipal corporations. 29 C. 197. Amendment requiring railroad company to stop trains held binding without acceptance. 43 C. 351. Amendment held inoperative until vote of acceptance had been passed and recorded. 73 C. 509. Acceptance by railroad of charter right for layout of certain width is acceptance of whole width although vote of acceptance does not so state. 92 C. 356. Cited. 131 C. 505.

      Cited. 12 CS 292.

      Annotations to former section 33-4:

      Toll bridge company required to maintain draw is subject to later act enforcing opening of draw. 4 C. 54. Where charter is in nature of contract, it cannot be amended to disadvantage of company. 16 C. 178; 17 C. 40; Id., 454; 18 C. 53. Amendment authorizing city to take stock in railroad company did not relieve stockholder from liability for subscription. 38 C. 70. If no power to repeal a charter is reserved, none can be exercised. 42 C. 583. Exercise of franchise is subject to proper regulation. 44 C. 105. Statute requiring railroad company to remove grade crossing operates as amendment to charter; general laws and police regulations bind corporations without their consent. 60 C. 1; 62 C. 527; 151 U.S. 556; 203 U.S. 379; Id., 556. Power of state under reservation of power to amend. 75 C. 442; 80 C. 646; 84 C. 275. Power to amend without consent of corporation. 43 C. 351; 89 C. 677. Amendment of special charters by general laws. 43 C. 351; 65 C. 410; 79 C. 164. Amendment to be accepted and recorded; then relates back to date of passage. 73 C. 506. Relation of stockholder to corporation as contract; change in creditor's remedy permissible. 79 C. 163; 212 U.S. 567. Amendment before organization of corporation. 80 C. 652. Acceptance; of part of amendment; by how many stockholders; by acts thereunder; removal of tax exemption or change in stockholder's liability. 84 C. 275. Acceptance where corporation itself seeks amendment. 89 C. 677. Does not eliminate necessity for acceptance under section 33-3 in absence of provision in amendment itself expressly stating that consent is unnecessary. 131 C. 512, diss. op.

      Cited. 12 CS 292. Requiring a credit union license does not substantially impair the objects of a charter or any rights which have vested under it. 14 CS 296.