Connecticut General Statutes Title 33. Corporations § 33-601. Construction of statutes

(a)Sections 33-600 to 33-998, inclusive, shall be so construed as to provide for a general corporate form for the conduct of lawful business with such variations and modifications from the form so provided as the interested parties may agree upon, subject to the interests of the state and third parties. Whether or not a section of said sections contains the words “unless the certificate of incorporation or bylaws otherwise provide”, or words of similar import, no provision of a certificate of incorporation or bylaw shall be held invalid on the ground that it is inconsistent with such section unless such section expressly prohibits variations therefrom or prescribes minimum or maximum numerical requirements, or a substantial interest of the state or third parties is adversely affected thereby.

(b) If the certificate of incorporation in effect on January 1, 1997, of a corporation with capital stock formed under the laws of this state, whether general law or special act, prior to said date, contains any provision contrary to, inconsistent with or in addition to any provision of sections 33-600 to 33-998, inclusive, but which provision was permitted to be contained in such certificate pursuant to the provisions of applicable law in effect prior to January 1, 1997, the provisions contained in such certificate shall govern such corporation and the provisions of said sections shall not be held or construed to alter or affect any provision of the certificate of incorporation of such corporation inconsistent with the provisions of said sections, except as provided in sections 33-890, 33-913, 33-953 and 33-954.