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Free Connecticut Corporate Bylaws Template

Corporate bylaws are the internal rules your Connecticut corporation runs on, and the statute is written to let them vary from the default wherever the parties agree. Document Genius walks you through each section and has yours ready to download in minutes.

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What Are Corporate Bylaws in Connecticut?

Corporate bylaws are the internal rules a Connecticut corporation adopts to govern itself. Section 33-640 of the Connecticut Business Corporation Act covers them.

Something further back in the Act shapes them just as much. Section 33-601 tells courts how to read the whole statute, and it leans in favour of letting Connecticut corporate bylaws stand.

Connecticut Requirements for Corporate Bylaws

Section 33-640 sets the basics, while section 33-601 supplies the interpretive backdrop.

Adoption and Contents

Subsection (a) directs the incorporators or the board of directors to adopt initial bylaws. Subsection (b) permits any provision that is not inconsistent with law or the certificate of incorporation.

Certificate, Not Articles

Connecticut replaced articles of incorporation with certificate of incorporation throughout, by a public act effective at the start of 1997. Drafting in the state’s own vocabulary keeps your document aligned with the statute.

The Construction Rule

Under section 33-601, the Act is to be read as providing a general corporate form with whatever variations the interested parties agree on, subject to the interests of the state and third parties.

It then goes further. No provision of a certificate of incorporation or bylaw is to be held invalid on the ground that it is inconsistent with a section of the Act, unless that section expressly prohibits variation, prescribes minimum or maximum numerical requirements, or a substantial interest of the state or third parties is adversely affected.

Optional Proxy Provisions

Subsections (c) and (d), added in 2012, permit proxy access and proxy expense reimbursement bylaws, and protect the board’s authority over the procedures attached to them.

How Much Can Connecticut Bylaws Depart From the Default?

More than in most states, and section 33-601 is the reason. It sets a presumption that a bylaw survives even where it sits at odds with a section of the Act.

Three things defeat that presumption. The section in question expressly prohibits variation, or it prescribes a minimum or maximum number, or a substantial interest of the state or third parties is adversely affected.

Treat it as breathing room rather than a blank cheque. The presumption helps a considered bylaw stand up; it does not license drafting around a provision that plainly forbids it.

Watch for numbers when you draft. Section 33-601 withholds its protection where a section prescribes a minimum or maximum numerical requirement, so a bylaw setting a figure below a statutory floor gets none of the benefit of the doubt that other provisions receive.

How to Adopt Corporate Bylaws in Connecticut

No filing is involved, so every step below happens inside the corporation.

  1. File your certificate of incorporation to bring the corporation into being.
  2. Choose the adopting group, since subsection (a) accepts the incorporators or the board.
  3. Draft the bylaws, covering how the corporation meets, votes, and appoints its officers.
  4. Check any numerical provisions against the Act, since those get the least latitude.
  5. Adopt the bylaws and minute the vote, recording the group and the date.
  6. Keep the signed set with your corporate records and replace it after amendments.