Sec. 33-639. Organization of corporation. - Connecticut Statutes

      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.