Corporate Board Meeting and Written-Consent Requirements in Connecticut

At a glance

Requirements one by one

The board ordinarily directs the corporation

Connecticut's governing statute is the Connecticut Business Corporation Act. Sections 33-735 and 33-737 require a board of one or more individuals and place corporate powers and management under its authority and direction, subject to the certificate and a qualifying shareholder agreement. The board's number is specified or fixed through the certificate or bylaws.

Ordinary callers and adjournment depend on the governing documents

Section 33-748 permits regular and special meetings in or outside Connecticut, but the ordinary board-meeting provisions do not name a default caller or general adjournment procedure. Section 33-640 permits any bylaw provision consistent with law and the certificate, so the current governing documents control those ordinary mechanics.

The Act does specify a formation-only rule: if initial directors are named, a majority calls the organizational meeting under § 33-639. That limited rule does not make a majority the default caller for later regular or special board meetings.

Emergency bylaws can replace ordinary call and quorum mechanics

Unless the certificate provides otherwise, § 33-641 permits emergency bylaws when a catastrophic event prevents a quorum from being readily assembled. Those bylaws may set procedures for calling a meeting, change quorum requirements, and designate additional or substitute directors. They cease to operate when the emergency ends.

Special meetings default to two days' notice

The meeting-notice and waiver provisions are §§ 33-750 to -751. Regular meetings may occur without notice unless the certificate or a bylaw says otherwise. Section 33-750 requires at least two days' notice of the date, time, and place of a special meeting unless the governing documents set a longer or shorter period. Purpose is unnecessary unless those documents require it.

Section 33-603 generally permits written notice, reasonable oral notice, and conventional delivery methods. Electronic delivery requires recipient consent or authorization in the certificate or bylaws plus information showing the date and sender authorization. Unless a contrary rule applies, the day notice is given is excluded and the meeting day is included when computing the period.

A director may sign a written waiver before or after the meeting and file it with the minutes or records. Attendance or participation also waives notice unless the director objects at the beginning or promptly upon arrival and does not later vote for or assent to the action (§ 33-751).

Remote participation must allow simultaneous hearing

Unless the certificate or a bylaw provides otherwise, § 33-748(b) lets the board permit any or all directors to participate through a communication method by which all participating directors can simultaneously hear each other. Qualifying participation counts as presence in person. The section adds no separate identity-verification or vote-record condition.

An asynchronous message exchange is not a remote meeting under the simultaneous- hearing standard. It must satisfy the separate consent rule if it is intended to take board action.

Fixed and variable boards use different quorum baselines

Section 33-752 uses a majority of the fixed number for a fixed board. For a variable-range board, it uses a majority of the prescribed number or, if none is prescribed, the number in office immediately before the meeting begins.

The certificate or bylaws may require more or authorize less, but a reduced quorum cannot be below one-third of the fixed or prescribed number. The ordinary vote rule requires quorum when the vote is taken, so action does not continue under that rule after quorum is lost.

A majority present acts, and presence can imply assent

With quorum present, the affirmative vote of a majority of directors present is the ordinary act of the board unless the certificate or a bylaw requires more.

A present director is deemed to assent unless the director timely objects to the meeting, has dissent or abstention entered in the minutes, or delivers written notice to the presiding officer before adjournment or to the corporation immediately afterward. A director who voted in favor cannot preserve a dissent or abstention under § 33-752(d).

Written action requires every director's delivered consent

Unless the certificate or bylaws specifically require board action to occur only at a meeting, § 33-749 permits action when each director signs a consent describing the action and delivers it to the corporation. The act occurs when one or more consents signed by all directors are delivered, although the consent may specify an effective time.

A director may withdraw by signing and delivering a revocation before the corporation receives unrevoked consents signed by all directors. Connecticut's definitions and § 33-603 recognize electronic records, electronic signatures, and qualifying electronic delivery. Because every director must consent, the section states no later notice to a nonconsenting director.

Committees inherit board procedure but retain listed limits

Section 33-753 lets the board create a committee of one or more directors. Creation and appointment require the greater of a majority of all directors in office or the governing-document number required for board action. Sections 33-748 through 33-752 apply to committee members, so the meeting, consent, notice, waiver, quorum, vote, and presumed-assent rules carry over.

A committee cannot approve distributions outside a board-prescribed formula or limit, approve or propose shareholder-required action, fill board vacancies or most committee vacancies, or adopt, amend, or repeal bylaws. The board may appoint alternates, and an authorized unanimous present-member route can supply a substitute for an absent or disqualified member.

Permanent records and defective-action repair are separate systems

Section 33-945 requires permanent minutes of board meetings and permanent records of board action without a meeting and committee action taken in place of the board. The corporation may use an electronic record or another form convertible into paper within a reasonable time.

Sections 33-606a through 33-606g separately address defective corporate action. The board's ratifying action identifies the act, date, authorization failure, and approval; the quorum and vote are those applicable to the action being ratified at the time of ratification. Shareholder approval, notice, a validation filing, and a court proceeding may also be required. That repair system does not replace the ordinary meeting and consent rules.

What trips people up

The two-day rule is a default, not an unchangeable minimum. The certificate or a bylaw may prescribe a longer or shorter period.

Consent is not complete when the last director merely signs. Section 33-749 keys board action and the revocation cutoff to delivery of all unrevoked signed consents to the corporation.

For a variable-range board with no prescribed number, the quorum denominator is the number in office immediately before the meeting begins, not the maximum of the range.

Common questions

May a Connecticut board have only one director?

Yes. Section 33-737 permits one or more individuals, with the number fixed in accordance with the certificate or bylaws.

Does the notice period count the day notice is sent?

Not by default. Section 33-603 excludes the day notice is given and includes the day of the meeting unless a contrary provision applies.

Can a director revoke after everyone has signed but before delivery?

Yes, if the signed revocation reaches the corporation before it receives all of the unrevoked signed consents. Section 33-749 makes delivery, not merely the last signature, the cutoff.

Statutes and sources

• Conn. Gen. Stat. §§ 33-601 and 33-603 — delivery, signature, electronic communications, and notice computation.
• Conn. Gen. Stat. §§ 33-639 to -641 — organization, bylaws, and emergency bylaws.
• Conn. Gen. Stat. §§ 33-735 and 33-737 — board authority and size.
• Conn. Gen. Stat. §§ 33-748 to -753 — meetings, consent, notice, waiver, quorum, vote, dissent, and committees.
• Conn. Gen. Stat. §§ 33-606a to -606g — defective-action ratification and validation.
• Conn. Gen. Stat. § 33-945 — permanent records and electronic form.

The official General Assembly chapter URL and verbatim operative text are preserved in the source entries above. All were accessed August 16, 2026.