Connecticut § 33-1091 Vacancy on board of directors.

Connecticut Statutes

§ 33-1091 — Vacancy on board of directors.

Connecticut § 33-1091

Title 33Corporations

Ch. 602Nonstock Corporations

This text of Connecticut § 33-1091 (Vacancy on board of directors.) is published on Counsel Stack Legal Research, covering Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Conn. Gen. Stat. § 33-1091 (2026).

Text

(a)Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(1)The members entitled to vote for directors may fill the vacancy;

(2)the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b)If the vacant office was held by a director elected by a class of members, only the members of that class are entitled to vote to fill the vacancy if it is filled by members entitled to vote for directors.

(c)A vacancy that will occur at a specific later date, by reason of a resignation effective

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(a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The members entitled to vote for directors may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (b) If the vacant office was held by a director elected by a class of members, only the members of that class are entitled to vote to fill the vacancy if it is filled by members entitled to vote for directors. (c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 33-1087 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (d) If the board of directors ceases to exist and there are no members having the right to vote for the election of directors, members without such vote shall thereupon be entitled to elect a new board of directors.