Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Connecticut
At a glance
| Governing law and documents | Revised Nonstock Corporation Act, §§ 33-1000–1290; certificate/bylaws may vary notice, remote attendance and quorum subject to statutory floor (§§ 33-1095, -1098, -1100). |
|---|---|
| Meeting type, caller, and place | Regular/special meetings in/out of state; bylaws may provide special-meeting demand; court may order meeting on specified director application (§§ 33-1095(a), -1096(a)). |
| Regular meeting notice | Default none for date/time/place/purpose; bylaw adoption, amendment or repeal needs written notice stating it (§ 33-1098(a)). |
| Special meeting notice | Default at least 2 days' notice of date/time/place; purpose usually unnecessary, but bylaw action needs written notice stating it (§ 33-1098(b)). |
| Notice waiver and objection | Signed written waiver before/after, filed in records; attendance waives absent prompt meeting objection and no later vote/assent (§ 33-1099). |
| Remote attendance | Unless certificate/bylaws differ, all participants must simultaneously hear one another; qualifying director deemed present (§ 33-1095(b)). |
| Quorum and minimum | Default majority of fixed seats, or prescribed number for variable board; if no prescribed number, sitting directors; documents may lower to at least 1/3, never below 2 (§ 33-1100(a)–(b)). |
| Director proxy | Board vote uses directors present, including qualifying remote participants; § 33-1100(c) measures their affirmative votes, without a director-proxy procedure. |
| Vote and assent | Quorum required at vote; majority of directors present unless act/documents require more; present director deemed assenting unless timely objection or recorded/written dissent or abstention (§ 33-1100(c)–(d)). |
Requirements one by one
Notice and participation
Under § 33-1098(a), a regular meeting generally needs no date, time, place, or purpose notice. Subsection (b) ordinarily requires two days' notice of date, time, and place for a special meeting. A bylaw cannot be brought up for adoption, amendment, or repeal at either meeting unless a written meeting notice states that matter. Under § 33-1095(b), remote participation counts as presence when all participating directors can hear one another simultaneously, unless the certificate or bylaws provide otherwise.
Quorum and vote
Under § 33-1100(a), the act counts a fixed board against its fixed number. For a variable-range board it uses the prescribed number, or directors in office immediately before the meeting if no number is prescribed. The certificate or bylaws may lower quorum to one-third of the applicable number, but never below two. Quorum must exist when the vote is taken; a majority of directors present then acts unless a higher rule applies.
What trips people up
Under § 33-1099, attendance generally waives notice. To preserve a meeting objection, a director must object at the beginning or promptly on arrival and must not later vote for or assent to an action. Section 33-1100(d) separately specifies how a present director can avoid presumed assent by objection, minutes entry, or written dissent or abstention.
The court route in § 33-1096 can address a board that has not met for at least twelve months. It also covers a valid bylaw special-meeting demand that drew no notice within thirty days or a meeting inconsistent with its notice. The court can set meeting notice and a matter-specific quorum.
Common questions
May a director attend by phone? Yes, if all participating directors can hear one another simultaneously under § 33-1095(b), subject to the governing documents.
Does a director proxy count as a present director? Section 33-1100(c) measures the vote by directors present, and § 33-1095(b) expressly treats qualifying remote participation as presence. Those provisions do not supply an affirmative director-proxy voting procedure.
Statutes and sources
- Conn. Gen. Stat. §§ 33-1000, 33-1095–1096, 33-1098–1100, current official chapter accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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