Corporate Bylaws - Connecticut

BYLAWS OF [____________________], a Connecticut corporation

A for-profit corporation organized under the Connecticut Business Corporation Act, Conn. Gen. Stat. § 33-600 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Connecticut, as the Board may designate or the business of the corporation may require (Conn. Gen. Stat. § 33-647).

Section 1.2 Registered Office and Registered Agent. The corporation shall continuously maintain in the State of Connecticut a registered office and a registered agent as required by Conn. Gen. Stat. § 33-660. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement with the Connecticut Secretary of the State pursuant to Conn. Gen. Stat. § 33-661.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to Conn. Gen. Stat. § 33-695, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to Conn. Gen. Stat. § 33-696, the corporation shall hold a special meeting of shareholders on call of the Board or the person(s) authorized by the Certificate or these Bylaws, or if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting sign, date, and deliver to the Secretary one or more written demands describing the purpose(s) for which the meeting is to be held. Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held in or out of the State of Connecticut at the place stated in or fixed in accordance with these Bylaws; if no place is stated or fixed, meetings shall be held at the corporation's principal office. As authorized by Conn. Gen. Stat. § 33-703, the Board may determine that any meeting of shareholders shall not be held at any place and shall instead be held solely by means of remote communication, or may authorize participation by remote communication, provided the corporation implements the measures required by that section so that shareholders and proxy holders are deemed present and may vote.

Section 2.4 Notice of Meetings. Pursuant to Conn. Gen. Stat. § 33-699, the corporation shall notify shareholders of the date and time of each annual and special meeting (and, if the meeting is to be held at a place, the place) no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Certificate. Unless the Act or the Certificate requires otherwise, the corporation is required to give notice only to shareholders entitled to vote as of the record date for determining shareholders entitled to notice.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Certificate, or these Bylaws, before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation for inclusion in the minutes, as provided in Conn. Gen. Stat. § 33-700. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business, or objects to consideration of a matter not within the purpose stated in the notice when it is presented.

Section 2.6 Record Date. The Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other purpose, in accordance with Conn. Gen. Stat. § 33-701. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. If not otherwise fixed, the record date for a shareholders' meeting is the day before the first notice is delivered to shareholders (Conn. Gen. Stat. § 33-699(d)).

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of shareholders entitled to notice of the meeting, available for inspection as provided in Conn. Gen. Stat. § 33-702.

Section 2.8 Quorum. Pursuant to Conn. Gen. Stat. § 33-709, shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Certificate or the Act provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is or must be set.

Section 2.9 Voting. Except as otherwise provided by the Act or the Certificate, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting (Conn. Gen. Stat. § 33-706). If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Certificate or the Act requires a greater number of affirmative votes, as provided in Conn. Gen. Stat. § 33-709(c). The election of directors is governed by Conn. Gen. Stat. § 33-712 (plurality voting unless otherwise provided).

Section 2.10 Proxies. A shareholder may vote shares in person or by proxy by signing an appointment form or by an electronic transmission, in accordance with Conn. Gen. Stat. § 33-707. An appointment of a proxy is effective when a signed appointment form or electronic transmission is received by the Secretary or other officer or agent authorized to tabulate votes, and is valid for eleven (11) months unless a longer period is expressly provided. A proxy is revocable unless the appointment form conspicuously states that it is irrevocable and is coupled with an interest.

Section 2.11 Acceptance of Votes. The corporation, if acting in good faith, is entitled to accept or reject a vote, consent, waiver, or proxy appointment in accordance with the standards of Conn. Gen. Stat. § 33-708.

Section 2.12 Greater Quorum or Voting Requirements. The Certificate may provide for a greater quorum or voting requirement for shareholders than is provided by the Act, subject to Conn. Gen. Stat. § 33-711.

Section 2.13 Action by Written Consent. Pursuant to Conn. Gen. Stat. § 33-698, action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all such shareholders and delivered to the corporation for inclusion in the minutes or filing with the corporate records. The Certificate may provide for action by less-than-unanimous written consent of the holders of shares having not less than the minimum number of votes that would be required to take the action at a meeting; in that case no written consent is effective unless, within sixty (60) days of the earliest dated signed consent delivered to the corporation, consents signed by holders of shares having sufficient votes to take the action have been delivered to the corporation.

Section 2.14 Adjournment. Any shareholders' meeting may be adjourned. Unless the Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, and place (if any) are announced at the meeting before adjournment, except that notice of an adjourned meeting must be given to shareholders entitled to vote if a new record date is or must be fixed under Conn. Gen. Stat. § 33-701, as provided in Conn. Gen. Stat. § 33-699(e).

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to Conn. Gen. Stat. § 33-735, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction and subject to the oversight of, the Board, subject to any limitation set forth in the Certificate or in a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to Conn. Gen. Stat. §§ 33-736 and 33-737, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Certificate or these Bylaws. Directors must be natural persons and need not be residents of Connecticut or shareholders of the corporation unless the Certificate or these Bylaws so require.

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under Conn. Gen. Stat. § 33-739. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death.

Section 3.4 Resignation. A director may resign at any time by delivering a written resignation to the Board, its chair, or the corporation, in accordance with Conn. Gen. Stat. § 33-741. A resignation is effective when the notice is delivered unless it specifies a later effective date.

Section 3.5 Removal. Shareholders may remove one or more directors with or without cause, unless the Certificate provides that directors may be removed only for cause, in accordance with Conn. Gen. Stat. § 33-742. A director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director.

Section 3.6 Vacancies. Pursuant to Conn. Gen. Stat. § 33-743, unless the Certificate provides otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of Connecticut, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide (Conn. Gen. Stat. § 33-746).

Section 3.8 Special Meetings. Pursuant to Conn. Gen. Stat. § 33-746, special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors]. Special meetings may be held within or without the State of Connecticut.

Section 3.9 Notice of Special Meetings. Unless the Certificate or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but need not describe the purpose, in accordance with Conn. Gen. Stat. § 33-746. Notice may be waived as provided in Conn. Gen. Stat. § 33-747; a director's attendance at or participation in a meeting waives any required notice unless, at the beginning of the meeting or promptly upon arrival, the director objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.10 Quorum and Voting. Pursuant to Conn. Gen. Stat. § 33-748, unless the Certificate or these Bylaws require a greater number, a quorum of the Board consists of a majority of the number of directors fixed (or, for a variable-range board, in office immediately before the meeting begins). The Certificate or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of the number of directors so fixed or prescribed. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Certificate or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to Conn. Gen. Stat. § 33-745, unless the Certificate or these Bylaws provide otherwise, the Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to Conn. Gen. Stat. § 33-749, except to the extent that the Certificate or these Bylaws specifically require that Board action be taken only at a meeting, any action required or permitted to be taken by the Board may be taken without a meeting if each director signs a consent describing the action taken or to be taken and delivers it to the corporation. The action is the act of the Board when one or more consents signed by all the directors are delivered to the corporation; the consent may specify the time at which the action is to be effective, and a director may withdraw consent by a signed revocation delivered before all directors' unrevoked consents are delivered. A consent so signed has the effect of action taken at a meeting and may be described as such in any document.

Section 3.13 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, in accordance with Conn. Gen. Stat. § 33-744.

Section 3.14 Standards of Conduct. Each director shall act (a) in good faith and (b) in a manner the director reasonably believes to be in the best interests of the corporation, and shall discharge the director's duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances, in accordance with Conn. Gen. Stat. § 33-756.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Conn. Gen. Stat. § 33-753, unless the Certificate or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more members of the Board to serve on them. The creation of a committee and appointment of members must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Certificate or these Bylaws to take action under Conn. Gen. Stat. § 33-748.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Certificate, or these Bylaws, each committee may exercise the authority of the Board. A committee may not, however: (a) authorize or approve distributions, except according to a formula or method prescribed by the Board; (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or any committee; (d) adopt, amend, or repeal these Bylaws; or (e) take any other action prohibited by Conn. Gen. Stat. § 33-753.

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members, in accordance with Conn. Gen. Stat. § 33-753.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to Conn. Gen. Stat. § 33-763, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly authorized officer to the extent provided by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to Conn. Gen. Stat. § 33-765, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when delivered unless it specifies a later effective date. The Board may remove any officer at any time with or without cause. Appointment of an officer does not itself create contract rights.

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Certificate, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign. The duties of the Secretary include responsibility for preparing minutes and maintaining and authenticating records under Conn. Gen. Stat. § 33-764.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Authority; Standards of Conduct. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board, consistent with Conn. Gen. Stat. § 33-764, and shall discharge those duties in accordance with the officer standards of conduct in Conn. Gen. Stat. § 33-765a.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by Conn. Gen. Stat. § 33-672. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Connecticut, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with Conn. Gen. Stat. § 33-676. Each certificate shall be signed (either manually or in facsimile) by two officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate, in accordance with Conn. Gen. Stat. § 33-677.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by Conn. Gen. Stat. § 33-678. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the front or back of the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Permissible Indemnification. To the fullest extent authorized by Conn. Gen. Stat. § 33-771, and except as that section otherwise provides, the corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (a) the individual conducted himself or herself in good faith; (b) the individual reasonably believed (i) in the case of conduct in an official capacity, that the conduct was in the best interests of the corporation, and (ii) in all other cases, that the conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct was unlawful; or the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the Certificate as authorized by Conn. Gen. Stat. § 33-636(b)(5). The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere is not, of itself, determinative that the director failed to meet the relevant standard of conduct.

Section 7.2 Limitations on Indemnification. As required by Conn. Gen. Stat. § 33-771(d), unless ordered by a court under Conn. Gen. Stat. § 33-774, the corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director met the relevant standard of conduct; or (b) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in an official capacity.

Section 7.3 Mandatory Indemnification. Pursuant to Conn. Gen. Stat. § 33-772, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director, against reasonable expenses incurred in connection with the proceeding. (As provided in Conn. Gen. Stat. § 33-771(e), a corporation incorporated in Connecticut before January 1, 1997, shall, except to the extent the Certificate expressly provides otherwise, indemnify directors to the extent permitted under that section, as limited by Conn. Gen. Stat. § 33-775.)

Section 7.4 Advance for Expenses. Pursuant to Conn. Gen. Stat. § 33-773, the corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred in connection with the proceeding by an individual who is a party because that individual is a member of the Board, if the director delivers to the corporation a signed written undertaking to repay any funds advanced if (a) the director is not entitled to mandatory indemnification under Conn. Gen. Stat. § 33-772, and (b) it is ultimately determined under Conn. Gen. Stat. § 33-774 or § 33-775 that the director is not entitled to indemnification. The undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the director's financial ability to repay.

Section 7.5 Determination and Authorization. A determination that indemnification of a director is permissible, and any authorization of indemnification or advance for expenses, shall be made in the manner specified in Conn. Gen. Stat. §§ 33-773 and 33-775, including by a majority vote of the qualified directors (if there are two or more), by a committee of qualified directors, by independent legal counsel, or by the shareholders (excluding shares controlled by a director who is not a qualified director).

Section 7.6 Indemnification of Officers. Pursuant to Conn. Gen. Stat. § 33-776, the corporation may indemnify and advance expenses to an officer of the corporation to the same extent as to a director, and to such further extent, consistent with public policy, as may be provided by contract, the Certificate, these Bylaws, or a resolution of the Board. An officer who is not a director is also entitled to mandatory indemnification and may apply for court-ordered indemnification to the same extent as a director.

Section 7.7 Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another entity, against liability asserted against or incurred by the individual in that capacity, whether or not the corporation would have the power to indemnify or advance expenses to the individual against the same liability under this Article, in accordance with Conn. Gen. Stat. § 33-777.

Section 7.8 Non-Exclusivity; Continuation. The indemnification and advancement of expenses provided by this Article are in addition to and not exclusive of any other rights to which a person may be entitled under the Certificate, these Bylaws, an agreement, a resolution, or otherwise, consistent with Conn. Gen. Stat. § 33-778. Such rights continue as to a person who has ceased to serve and inure to the benefit of the person's heirs, executors, and administrators.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Certificate and to the limitations of Conn. Gen. Stat. § 33-687.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Certificate permits otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in Conn. Gen. Stat. § 33-687.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with Conn. Gen. Stat. § 33-701. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to Conn. Gen. Stat. § 33-945, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of names and addresses of all shareholders in alphabetical order by class of shares.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records described in Conn. Gen. Stat. § 33-945 (including the Certificate, these Bylaws, certain resolutions, minutes of shareholder meetings for the past three years, written communications to shareholders, a list of current directors and officers, and the most recent annual report) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, Conn. Gen. Stat. §§ 33-946 and 33-947, including the requirements that a demand for certain records be made in good faith and for a proper purpose, described with reasonable particularity, where the records are directly connected with the stated purpose.

Section 9.4 Financial Statements. Upon written request, the corporation shall furnish a requesting shareholder its most recent annual financial statements as required by Conn. Gen. Stat. § 33-951.

Section 9.5 Annual Report. The corporation shall deliver to the Connecticut Secretary of the State the annual report required by Conn. Gen. Stat. § 33-953, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine, as authorized by Conn. Gen. Stat. § 33-647. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with Conn. Gen. Stat. § 33-945.

Section 10.4 Conflict with Certificate or Act. In the event of any conflict between these Bylaws and the Certificate or the Act, the Certificate or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to Conn. Gen. Stat. § 33-806, the Board may amend or repeal these Bylaws unless (a) the Certificate, Conn. Gen. Stat. § 33-807, or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or readopt that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to Conn. Gen. Stat. § 33-807, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Provisions on Quorum or Voting Requirements. A bylaw that increases or otherwise changes a quorum or voting requirement for shareholders or for the Board may be adopted, amended, or repealed only in the manner provided in Conn. Gen. Stat. §§ 33-808 and 33-809, as applicable.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to Conn. Gen. Stat. § 33-641, the corporation may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency in the conduct of the business of the corporation resulting from a catastrophic event or other circumstance that makes it impracticable for a quorum of the Board to be readily assembled.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum, in accordance with Conn. Gen. Stat. § 33-641.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and the relocation of the principal office or the designation of alternative offices, consistent with Conn. Gen. Stat. § 33-641 and the emergency powers in Conn. Gen. Stat. § 33-648.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be used to impose liability on a director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Connecticut corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to Conn. Gen. Stat. § 33-640 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Connecticut Business Corporation Act, Conn. Gen. Stat. § 33-600 et seq. (Title 33, Chapter 601)
• Conn. Gen. Stat. § 33-639 (organization of corporation); § 33-640 (bylaws); § 33-641 (emergency bylaws); § 33-642 (forum-selection bylaws)
• Conn. Gen. Stat. § 33-647 (general powers, including offices and corporate seal); § 33-648 (emergency powers)
• Conn. Gen. Stat. §§ 33-660 to 33-661 (registered office and registered agent)
• Conn. Gen. Stat. §§ 33-672 to 33-678 (issuance of shares; certificates; uncertificated shares; transfer restrictions); § 33-687 (distributions)
• Conn. Gen. Stat. §§ 33-695 to 33-703 (annual and special meetings; court-ordered meeting; action without meeting; notice; waiver; record date; remote communication)
• Conn. Gen. Stat. §§ 33-706 to 33-712 (voting entitlement; proxies; acceptance of votes; quorum and voting requirements; greater requirements; election of directors)
• Conn. Gen. Stat. §§ 33-735 to 33-749 (board: powers; number and qualifications; staggered terms; resignation; removal; vacancies; compensation; meetings; remote participation; notice; waiver; quorum and voting; action without meeting)
• Conn. Gen. Stat. § 33-753 (committees); § 33-756 (general standards of conduct for directors)
• Conn. Gen. Stat. §§ 33-763 to 33-765a (officers; duties; resignation and removal; standards of conduct)
• Conn. Gen. Stat. §§ 33-770 to 33-779 (indemnification): § 33-771 (permissible indemnification; standard of conduct); § 33-772 (mandatory indemnification); § 33-773 (advance for expenses; written undertaking); § 33-774 (court-ordered indemnification); § 33-775 (determination and authorization); § 33-776 (indemnification of officers); § 33-777 (insurance); § 33-778 (non-exclusivity)
• Conn. Gen. Stat. §§ 33-806 to 33-809 (amendment of bylaws; bylaws on quorum/voting requirements)
• Conn. Gen. Stat. §§ 33-945 to 33-953 (corporate records; shareholder inspection rights; financial statements; annual report)