Nonprofit Corporation Articles Amendment Approval and Filing in Connecticut

At a glance

Requirements one by one

Propose and approve the amendment

Under § 33-1140(a), a Connecticut nonstock corporation may add or change a permitted certificate provision or delete one that is not required. § 33-1142(a) requires the board to adopt a proposed amendment; § 33-1100(c) supplies the general board default of a majority of directors present at a quorum unless law or governing documents require more. Under § 33-1142(b), the board submits it to members entitled to vote and recommends approval, unless conflicts or special circumstances lead it to explain why it makes no recommendation.

If members vote, § 33-1142(c), (e) requires at least two-thirds of votes cast. Each class entitled to vote separately must also give two-thirds of its own votes cast. Under § 33-1071(a), the certificate can increase, limit, or deny a class's ordinary voting rights. The Act, certificate, or board may demand more; § 33-1076(c) protects an existing or proposed higher voting requirement against a lower-threshold amendment. § 33-1074(a) supplies the ordinary meeting quorum: voting members present in person or by permitted proxy, unless the Act or documents say otherwise.

Use the correct no-member route

If there are no members or none entitled to vote, § 33-1142(f) requires two-thirds of directors present at a board meeting with a quorum. Before directors exist, § 33-1143 permits two-thirds of incorporators to amend. § 33-1141 also lets the board make narrow changes without member action, unless the certificate provides otherwise, including deletion of initial director details and certain limited name changes.

Give notice and file

For a member meeting, § 33-1142(d) requires notice of the amendment purpose and a copy of the amendment. § 33-1065(a) ordinarily places meeting notice 10 to 60 days before the meeting. § 33-1064(a) permits unanimous written member consent. A written ballot route is available only if the certificate or bylaws authorize it, and § 33-1064(b)-(d) supplies ballot and solicitation rules.

§ 33-1144 requires the filed certificate of amendment to give the corporate name, amendment text, adoption date, and a statement of the applicable due approval. Under § 33-1004(f), (i), the chair, president, another officer, or an applicable incorporator signs and delivers it to the Secretary of the State. § 33-1013(a)(6) sets a $20 filing fee. § 33-1006(a)-(b) makes filing the ordinary effective event, allows a specified time on filing day, and permits a later date and time.

§ 33-1145(b)-(d) allows an amended restatement; a new amendment needing member approval follows § 33-1142, and the filed restatement supersedes earlier certificates.

What trips people up

The § 33-1141 board-only power is limited to the changes listed there and yields to a contrary certificate term. Under § 33-1142(e), the vote is measured by votes cast, including a separate class's votes cast, rather than all voting power. A board may condition submission on a higher vote under § 33-1142(b)(2).

Common questions

Does a name amendment end a case filed under the old name?

No. § 33-1147 says a name amendment does not abate a proceeding brought by or against the corporation in its former name.

Must an amendment certificate be notarized?

§ 33-1004(g) says the document may, but need not, contain an acknowledgment or verification; the signer must state a name and signing capacity.

Statutes and sources

Verbatim excerpts from the current official Chapter 602 appear in the source entries above.