2023 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 33-798. - Voting on amendments by voting groups.

(a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by sections 33-600 to 33-998, inclusive, on a proposed amendment to the certificate of incorporation if the amendment would:

(1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(3) Change the rights, preferences or limitations of all or part of the shares of the class;

(4) Change the shares of all or part of the class into a different number of shares of the same class;

(5) Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class;

(6) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;

(7) Limit or deny an existing preemptive right of all or part of the shares of the class; or

(8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.

(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(c) If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the certificate of incorporation or required by the board of directors.

(d) A class or series of shares is entitled to the voting rights granted by this section although the certificate of incorporation provides that the shares are nonvoting shares.

(P.A. 94-186, S. 123, 215; P.A. 96-271, S. 89, 254; P.A. 03-18, S. 11; P.A. 12-32, S. 12.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (d) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding provision re voting as separate voting group if corporation has more than one class of shares outstanding, deleting former Subdiv. (1) re increase or decrease in aggregate number of authorized shares of the class, redesignating existing Subdivs. (2) to (9) as Subdivs. (1) to (8), deleting “designation” in Subdiv. (3), deleting “or substantially equal” in Subdivs. (5) and (6), deleting “or dividends” and replacing “declared” with “authorized” in Subdiv. (8) and making technical changes, amended Subsec. (b) by adding reference to holders of shares and amended Subsec. (c) by adding references to holders and classes and adding provision re unless otherwise provided in the certificate of incorporation or required by the board, effective July 1, 2003; P.A. 12-32 amended Subsec. (a) by deleting “or to dissolution” in Subdivs. (5) and (6).