Sec. 33-636. Certificate of incorporation.
Sec. 33-636. Certificate of incorporation. (a) The certificate of incorporation
shall set forth: (1) A corporate name for the corporation that satisfies the requirements
of section 33-655; (2) the number of shares the corporation is authorized to issue; (3)
the street address of the corporation's initial registered office and the name of its initial
registered agent at that office; and (4) the name and address of each incorporator.
(b) The certificate of incorporation may set forth: (1) The names and addresses of
the individuals who are to serve as the initial directors; (2) provisions not inconsistent
with law regarding: (A) The purpose or purposes for which the corporation is organized;
(B) managing the business and regulating the affairs of the corporation; (C) defining,
limiting and regulating the powers of the corporation, its board of directors and shareholders; (D) a par value for authorized shares or classes of shares; (E) the imposition
of personal liability on shareholders for the debts of the corporation to a specified extent
and upon specified conditions; (3) any provision that under sections 33-600 to 33-998,
inclusive, is required or permitted to be set forth in the bylaws; (4) a provision limiting
the personal liability of a director to the corporation or its shareholders for monetary
damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the corporation during the year of the violation
if such breach did not (A) involve a knowing and culpable violation of law by the
director, (B) enable the director or an associate, as defined in section 33-840, to receive
an improper personal economic gain, (C) show a lack of good faith and a conscious
disregard for the duty of the director to the corporation under circumstances in which
the director was aware that his conduct or omission created an unjustifiable risk of
serious injury to the corporation, (D) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to the corporation, or
(E) create liability under section 33-757, provided no such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective
date of such provision; and (5) a provision permitting or making obligatory indemnification of a director for liability, as defined in section 33-770, to any person for any action
taken, or any failure to take any action, as a director, except liability that (A) involved
a knowing and culpable violation of law by the director, (B) enabled the director or an
associate, as defined in section 33-840, to receive an improper personal gain, (C) showed
a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission
created an unjustifiable risk of serious injury to the corporation, (D) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation or (E) created liability under section 33-757, provided no
such provision shall affect the indemnification of or advance of expenses to a director
for any liability stemming from acts or omissions occurring prior to the effective date
of such provision.
(c) The certificate of incorporation need not set forth any of the corporate powers
enumerated in sections 33-600 to 33-998, inclusive.
(d) Provisions of the certificate of incorporation may be made dependent upon facts
objectively ascertainable outside the certificate of incorporation in accordance with
subsection (l) of section 33-608.
(P.A. 94-186, S. 21, 215; P.A. 96-271, S. 16, 254; P.A. 97-246, S. 4, 99; P.A. 03-158, S. 5; P.A. 06-68, S. 27.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of
incorporation where appearing, effective January 1, 1997; P.A. 97-246 amended Subsec. (b)(4) to make a technical change
and added Subsec. (b)(5) authorizing a provision re indemnification of a director, effective June 27, 1997; P.A. 03-158
added Subsec. (d) re provisions dependent upon facts objectively ascertainable outside the certificate of incorporation;
P.A. 06-68 made a technical change in Subsec. (b)(5).
Annotations to former section 33-33:
Stock may be issued under agreement by corporation to call it in, upon request, in satisfaction of indebtedness to
company. 82 C. 417. Estoppel from statement that shares are fully paid for. Id., 560. Estoppel of one who takes preferred
shares of corporation not authorized to issue this class of stock. 134 U.S. 291. Restrictions on sale of stock held contrary
to statute. Atty.-Gen. Rep. 1909-1910, p. 29. Cited. 111 C. 208.