Table of Contents
Sec. 36a-70. (Formerly Sec. 36-53). Organization of Connecticut banks. Interim banks.
Bankers' banks. Community banks. Community development banks. Uninsured banks.
Sec. 36a-71. (Formerly Sec. 36-54). Franchise not transferable; forfeiture.
Sec. 36a-72. (Formerly Sec. 36-61). General statutes to prevail.
Sec. 36a-73. Applicability of title 33.
Secs. 36a-74 to 36a-79.
Sec. 36a-80. (Formerly Sec. 36-62). Bylaws.
Sec. 36a-81. (Formerly Sec. 36-64). Relocation of main office.
Sec. 36a-82. (Formerly Sec. 36-87). Change of name.
Sec. 36a-83. (Formerly Sec. 36-90). Examination by shareholders.
Sec. 36a-84. (Formerly Sec. 36-117a). Amendment of charter of mutual savings banks.
Sec. 36a-85. (Formerly Sec. 36-175). Savings and loans' depositors' votes.
Sec. 36a-86. (Formerly Sec. 36-128). Audit by accountants; director liability.
Secs. 36a-87 to 36a-94.
Sec. 36a-95. (Formerly Sec. 36-9c). Interlocking directors.
Sec. 36a-96. (Formerly Sec. 36-9e). Bonds of officers and employees.
Sec. 36a-97. (Formerly Sec. 36-9ee). Limitation on liability of directors of banks and
credit unions.
Sec. 36a-98. (Formerly Sec. 36-69). Compensation for attending committee meetings,
auditing and appraising. Compensation to director or trustee for endorsing paper, recommending loans and selling Connecticut bank stocks and securities prohibited.
Sec. 36a-99. (Formerly Sec. 36-121). Removal of corporator of a mutual savings bank.
Sec. 36a-100. (Formerly Sec. 36-126b). Benefits for officers and employees.
Secs. 36a-101 to 36a-104.
Sec. 36a-105. (Formerly Sec. 36-88). Authorization and issuance of additional shares.
Sec. 36a-106. (Formerly Sec. 36-89b). Preferred shares. Capital notes and debentures.
Sec. 36a-107. Reduction of capital stock and change in par value.
Sec. 36a-108. (Formerly Sec. 36-89a). Preemptive rights of holders of capital stock.
Sec. 36a-109. Rights or options to purchase shares.
Sec. 36a-110. Dividends.
Sec. 36a-111. Acquisition and disposal of own stock.
Sec. 36a-112. (Formerly Sec. 36-91). Voting restrictions.
Secs. 36a-113 to 36a-119.
Sec. 36a-120. (Formerly Sec. 36-29g). Reserves for Connecticut banks and Connecticut
credit unions.
Secs. 36a-121 to 36a-124.
ORGANIZATION
Sec. 36a-70. (Formerly Sec. 36-53). Organization of Connecticut banks. Interim banks. Bankers' banks. Community banks. Community development banks.
Uninsured banks. (a) One or more persons may organize a Connecticut bank. Sec. 36a-71. (Formerly Sec. 36-54). Franchise not transferable; forfeiture. The
right of any Connecticut bank to conduct the business for which it was organized shall
not be transferable. This right shall be forfeited when such bank voluntarily ceases to
conduct the business for which it was organized. The provisions of this section shall
not affect a Connecticut bank which becomes a federal bank and which has continued
the business for which it was organized without voluntary interruption. Sec. 36a-72. (Formerly Sec. 36-61). General statutes to prevail. The provisions
of the general statutes shall prevail over any inconsistent charter provision of any Connecticut bank. Sec. 36a-73. Applicability of title 33. The provisions of this title shall prevail
over any inconsistent provision of title 33 governing the corporate administration and
procedure of a Connecticut bank. The provisions of said title 33, unless inapplicable by
their terms, shall govern the corporate administration and procedure of a Connecticut
bank to the extent that any such corporate administration or procedure is not otherwise
prescribed by provisions of this title that are applicable to the specific type of Connecticut bank. Secs. 36a-74 to 36a-79. Reserved for future use. Sec. 36a-80. (Formerly Sec. 36-62). Bylaws. Upon the adoption of the bylaws or
of any additions thereto or any alteration, amendment or repeal thereof by any Connecticut bank, a copy of the bylaws, additions, alteration, amendment or repeal shall forthwith
be filed with the commissioner. Sec. 36a-81. (Formerly Sec. 36-64). Relocation of main office. (a) With the approval of the commissioner, a Connecticut bank may relocate its main office anywhere
within the state. Sec. 36a-82. (Formerly Sec. 36-87). Change of name. (a) Any capital stock Connecticut bank, after an affirmative vote of at least two-thirds of the issued and outstanding
stock of each class at a meeting noticed and called for the purpose of changing its name,
as certified by the secretary of the bank, may apply to the commissioner for permission
to change its name. Sec. 36a-83. (Formerly Sec. 36-90). Examination by shareholders. The shareholders of any capital stock Connecticut bank may examine the records of such bank
in accordance with section 33-946. Sec. 36a-84. (Formerly Sec. 36-117a). Amendment of charter of mutual savings banks. The charter of a mutual savings bank granted by a special act of the General
Assembly may be amended in the manner provided under part XII of chapter 602 for
the amendment of the certificate of incorporation of a specially chartered corporation,
provided such amendment shall not change its name. The charter of a mutual savings
bank as so amended may contain provisions descriptive of its business but need not
contain the provisions required to be contained in the certificate of incorporation of a
corporation incorporated under chapter 602. Sec. 36a-85. (Formerly Sec. 36-175). Savings and loans' depositors' votes. No
depositor of any savings and loan association shall be entitled to more than one vote in
any meeting of such association. Sec. 36a-86. (Formerly Sec. 36-128). Audit by accountants; director liability.
The governing board of each Connecticut bank shall, annually, have an audit or examination by certified public accountants or holders of certificates of authority as public accountants selected by vote of the governing board or a duly authorized committee
thereof. The accountants shall thoroughly examine the books, records, accounts and
affairs of such bank and submit a signed report to the governing board of such bank
within ninety days of the start of the audit or examination showing the condition of the
bank. One signed report shall be kept on file in such bank and one transmitted to the
commissioner. The directors of such bank shall not be personally liable for any loss
suffered by such bank through the wrongdoing or negligence of any officer or employee,
which wrongdoing or negligence should have been discovered by the accountants in
the performance of their duties, provided such directors shall have exercised due care
to procure thorough and substantial audits by the accountants. Secs. 36a-87 to 36a-94. Reserved for future use. Sec. 36a-95. (Formerly Sec. 36-9c). Interlocking directors. With the approval
of the commissioner, a Connecticut bank or a holding company that controls a Connecticut bank may have as an officer, employee or director a person who serves as an officer,
employee, or director of any holding company, bank or out-of-state bank which is not
an affiliate of the Connecticut bank or the holding company that controls a Connecticut
bank, unless such dual service is prohibited by (1) the Depository Institution Management Interlocks Act, 12 USC Sections 3201 to 3208, inclusive, as from time to time
amended, and the federal regulations prescribed thereunder, as from time to time
amended, that apply to the Connecticut bank or the holding company that controls a
Connecticut bank, or (2) any regulation that the commissioner may adopt in accordance
with chapter 54. Sec. 36a-96. (Formerly Sec. 36-9e). Bonds of officers and employees. The governing board of each Connecticut bank, or out-of-state bank other than a federally-
chartered out-of-state bank that maintains in this state a branch as defined in section
36a-410, shall require that each officer and employee thereof be bonded by a surety
company in favor of the bank in such amounts as are approved by the governing board.
The original or an executed duplicate of each such bond and any renewal or premium
receipt therefor shall be retained on the premises of the main office of each such bank. Sec. 36a-97. (Formerly Sec. 36-9ee). Limitation on liability of directors of
banks and credit unions. The certificate of incorporation or charter of a bank, Connecticut credit union or federal credit union may contain a provision limiting the personal
liability of a director to the bank or credit union or its members 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 bank or credit union during the
year of the violation if such breach did not (1) involve a knowing and culpable violation
of law by the director, (2) enable the director or an associate, as defined in subdivision
(3) of section 33-843, to receive an improper personal economic gain, (3) show a lack
of good faith and a conscious disregard for the duty of the director to the bank or credit
union under circumstances in which the director was aware that the director's conduct
or omission created an unjustifiable risk of serious injury to the bank or credit union,
(4) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the bank or credit union, or (5) create liability under
section 36a-58. 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. Sec. 36a-98. (Formerly Sec. 36-69). Compensation for attending committee
meetings, auditing and appraising. Compensation to director or trustee for endorsing paper, recommending loans and selling Connecticut bank stocks and securities
prohibited. (a) The governing board of any Connecticut bank may fix the compensation
of its officers and employees, of the members of its advisory boards, and of the members
of regularly constituted committees of the governing board for attending committee
meetings, for auditing or for appraising. Members of the governing board or corporators
may receive such reasonable fees as the governing board of the bank may, in its discretion, deem appropriate for attendance at any meeting of the governing board or of the
corporators, but members of the governing board or corporators who are also salaried
officers or employees of such bank shall receive no additional compensation for attendance at any meeting of the governing board or of the corporators or any committee
thereof. Sec. 36a-99. (Formerly Sec. 36-121). Removal of corporator of a mutual savings bank. A corporator of a mutual savings bank may be removed at the annual meeting
of the corporators, provided written notice is given to the corporators at least ten days
before the meeting at which such removal is to be voted upon, if a majority of all the
corporators of the mutual savings bank are present at the meeting and if not less than
four-fifths of the corporators present vote in favor of removal. Sec. 36a-100. (Formerly Sec. 36-126b). Benefits for officers and employees. (a)
Any Connecticut bank, or two or more Connecticut banks together may, in the discretion
of a majority, and in the case of benefits for directors and their families of two-thirds,
of each of such bank's entire governing board, provide death benefits, disability benefits,
accident benefits, hospital, medical, surgical and dental benefits, incentive savings benefits, severance benefits, retirement benefits and other employee benefits, for its active
and retired directors, officers and employees and their families. The Connecticut Bankers Association, the Savings Bank Life Insurance Company, and any other association
or corporation affiliated with Connecticut banks may participate in any such plan. Secs. 36a-101 to 36a-104. Reserved for future use. Sec. 36a-105. (Formerly Sec. 36-88). Authorization and issuance of additional
shares. (a) Chapter 601 shall govern the terms of issuance of shares of stock of a capital
stock Connecticut bank newly organized under section 36a-70. Any share, when issued,
shall be issued at not less than par value, if any, or, if such shares are issued without par
value, for such consideration as may be fixed from time to time by the governing board,
unless the certificate of incorporation reserves to the shareholders the right to fix the
consideration. Sec. 36a-106. (Formerly Sec. 36-89b). Preferred shares. Capital notes and debentures. (a) Subject to the approval of the commissioner, any capital stock Connecticut
bank may increase its authorized capital stock and provide for the issuance of nonassessable preferred shares of one or more classes in accordance with chapter 601. Sec. 36a-107. Reduction of capital stock and change in par value. Subject to
the approval of the commissioner, any capital stock Connecticut bank may, by the affirmative vote of the holders of a majority of the shares, or of each class of shares, entitled
to vote thereon at a meeting noticed and held for that purpose, reduce its capital stock
and the number of its shares, or increase or decrease the par value of its shares of capital
stock. The bank may not take such action if it would result in the reduction of the capital
stock below the minimum requirements for a new capital stock Connecticut bank as
required by section 36a-70 unless otherwise ordered in writing by the commissioner. Sec. 36a-108. (Formerly Sec. 36-89a). Preemptive rights of holders of capital
stock. The preemptive rights of the holders of the capital stock of a capital stock Connecticut bank shall be determined in accordance with section 33-683. Sec. 36a-109. Rights or options to purchase shares. The rights of a capital stock
Connecticut bank to issue or grant rights or options entitling the holders thereof to
purchase authorized shares from such bank shall be determined in accordance with
section 33-675, provided no such rights or options shall be issued or granted to directors,
officers or employees of the bank, or of a subsidiary thereof, unless such issue or grant
is approved by shareholders of the bank within twelve months before or after the date
such issuance or grant is made, or is authorized by and consistent with a plan approved
by shareholders of the bank within twelve months before or after the date such plan is
adopted, which plan shall be set forth or incorporated by reference in the instrument or
instruments evidencing such rights or options. Sec. 36a-110. Dividends. (a) Except for dividends payable in shares of its capital
stock, no capital stock Connecticut bank shall declare a dividend on its capital stock
except from its net profits. As used in this subsection, "net profits" means the remainder
of all earnings from current operations. The total of all dividends declared by such bank
in any calendar year shall not, unless specifically approved by the commissioner, exceed
the total of its net profits of that year combined with its retained net profits of the preceding two years. Sec. 36a-111. Acquisition and disposal of own stock. Subject to the approval of
the commissioner, a capital stock Connecticut bank may acquire and dispose of its own
stock pursuant to section 33-684 provided no such acquisition shall reduce the bank's
equity capital below the minimum for a capital stock Connecticut bank as required by
section 36a-70. Sec. 36a-112. (Formerly Sec. 36-91). Voting restrictions. (a) No person shall
vote on stock at a meeting of the shareholders of any capital stock Connecticut bank if
the stock has been transferred to such bank or to any person in trust for it, but such bank
may vote thereon if it holds the stock as guardian, conservator, administrator, executor
or trustee under a will or of an express trust. Secs. 36a-113 to 36a-119. Reserved for future use. Sec. 36a-120. (Formerly Sec. 36-29g). Reserves for Connecticut banks and
Connecticut credit unions. (a) The amount and form of reserve requirements for Connecticut banks and Connecticut credit unions shall be those provided in 12 USC Section
461 et seq., as from time to time amended, and any regulations issued thereunder.
(b) Except as otherwise provided in this section, any such Connecticut bank shall
commence business with a minimum equity capital of at least five million dollars. Any
Connecticut bank organized to function solely in a fiduciary capacity shall commence
business with a minimum equity capital of at least two million dollars. Such equity
capital shall be paid for in cash before any Connecticut bank commences business. For
purposes of this section, nonwithdrawable accounts and pledged deposits of mutual
savings banks and mutual savings and loan associations shall constitute capital of such
mutual banks and associations to the extent that such accounts or deposits have no fixed
maturity date, cannot be withdrawn at the option of the account holders and do not earn
interest that carries over to subsequent periods.
(c) The person or persons organizing a Connecticut bank shall execute, acknowledge and file with the commissioner an application to organize. Such application to
organize shall include: (1) A proposed certificate of incorporation stating: (A) The name
and type of the Connecticut bank; (B) the town in which the main office is to be located;
(C) in the case of a capital stock Connecticut bank, the amount, authorized number and
par value, if any, of shares of its capital stock; (D) the minimum amount of equity capital
with which the Connecticut bank shall commence business, which amount may be less
than its authorized capital but shall not be less than that required by subsection (b) of
this section; (E) the name, occupation and residence, post office or business address of
each organizer and prospective initial director of the Connecticut bank; and (2) a proposed business plan. The organizers shall separately file with the commissioner a notice
of the residence of each organizer and prospective initial director whose residence address is not included in the proposed certificate of incorporation.
(d) Within twenty days after receipt of the application to organize, the commissioner
shall order, at the expense of the organizers, an independent feasibility study and an
independent three-year financial forecast prepared by a certified public accounting firm
or other professional firm designated by the commissioner.
(e) Upon receipt of the feasibility study and financial forecast required by subsection
(d) of this section, the commissioner shall issue an order designating a time and place
for a hearing on the application. Such hearing shall be held in accordance with chapter
54 not more than thirty days from receipt of such feasibility study and financial forecast.
A copy of such feasibility study and financial forecast shall be made available to the
organizers. Any exhibit or documentation submitted to the commissioner by the organizers at the time of filing or by the preparer or preparers of the feasibility study and financial
forecast, other than financial statements and biographical information relating to the
individual organizers, shall be available for public inspection prior to such hearing unless
the commissioner determines that good cause exists to keep any such exhibit or documentation confidential.
(f) The organizers shall cause to be published a copy of the proposed certificate of
incorporation and the time and place set for the hearing once a week for three consecutive
weeks prior to the date of the hearing, in a newspaper designated by the commissioner
published in the town where the main office of the Connecticut bank is to be located
or, if there is no newspaper published in such town, in a newspaper having a circulation
therein; and a like copy sent by registered or certified mail, return receipt requested, to
each bank and out-of-state bank having its main office or a branch in such town, not
less than twenty days prior to the hearing.
(g) For applications to organize bank and trust companies and capital stock savings
banks, the commissioner shall notify the State Treasurer and State Comptroller of the
time and place of the hearing.
(h) (1) The approving authority shall consider the following factors before granting
a temporary certificate of authority: (A) The population of the area to be served by the
proposed Connecticut bank; (B) the adequacy of existing banking facilities in the area
to be served by the proposed Connecticut bank; (C) the convenience and necessity to
the public of the proposed facilities; and (D) the character and experience of the proposed
directors and officers. (2) The application shall be approved if the approving authority
determines: (A) That the interest of the public will be served to advantage by the establishment of the proposed Connecticut bank; (B) that conditions in the locality in which
the proposed bank will transact business afford reasonable promise of successful operation; and (C) that the proposed directors possess capacity and fitness for the duties and
responsibilities with which they will be charged. (3) Except as otherwise provided in
subsections (p), (q), (r), (s) and (t) of this section, the approving authority shall be, in
the case of an application to organize a bank and trust company or a capital stock savings
bank, a majority of the commissioner, State Treasurer, and State Comptroller, and, in
the case of an application to organize a mutual savings bank or a mutual or capital stock
savings and loan association, the commissioner acting alone.
(i) If the application is approved by the approving authority, a temporary certificate
of authority, valid for eighteen months, shall be issued to the organizers authorizing them
to complete the organization of the Connecticut bank. The organizers shall thereupon file
one copy of the temporary certificate of authority and one copy of the certificate of
incorporation with the Secretary of the State. The commissioner may, upon the application of the organizers and after a hearing thereon, extend, for cause, the period for which
the temporary certificate of authority is valid.
(j) If the application is not approved by the approving authority, the approving
authority shall, in writing, so notify the organizers.
(k) An appeal from the decision approving or disapproving the application may be
taken in accordance with chapter 54.
(l) The approving authority shall cause to be made an examination of the proposed
Connecticut bank upon notice from the organizers that the following conditions have
occurred: (1) The proposed bank has been fully organized according to law; (2) the State
Treasurer has been paid the franchise tax and filing fee specified in subsection (o) of
this section; (3) the proposed bank has raised the minimum equity capital required; and
(4) in the case of a proposed capital stock Connecticut bank, a certified list of each
subscriber who will own at least five per cent of any class of voting securities of the
proposed bank, showing the number of shares owned by each, has been filed with the
commissioner. If all provisions of law have been complied with, a final certificate of
authority to commence the business for which the bank was organized shall be issued
by the approving authority, except as provided in subdivision (5) of subsection (r) of
this section. One copy of the final certificate shall be filed with the Secretary of the
State, one copy shall be retained by the bank, and one copy shall be retained by the
commissioner.
(m) The reasonable charges and expenses of organization or reorganization of a
capital stock Connecticut bank, and the reasonable expenses of any compensation or
discount for the sale, underwriting or purchase of its shares, may be paid or allowed by
such bank out of the par value received by it for its shares, or in the case of shares without
par value, out of the stated capital received by it for its shares, without rendering such
shares not fully paid and nonassessable.
(n) The Connecticut bank shall not commence business until a final certificate of
authority has been issued in accordance with subsection (l) of this section and, except
in the case of a Connecticut bank organized to function solely in a fiduciary capacity,
an interim Connecticut bank organized pursuant to subsection (p) of this section, or an
uninsured bank organized pursuant to subsection (t) of this section, until its insurable
accounts or deposits are insured by the Federal Deposit Insurance Corporation or its
successor agency. The acceptance of subscriptions for deposits by a mutual savings
bank or mutual savings and loan association as may be necessary to obtain insurance
by the Federal Deposit Insurance Corporation or its successor agency shall not be considered to be commencing business. No Connecticut bank other than a Connecticut bank
organized to function solely in a fiduciary capacity may exercise any of the fiduciary
powers granted to Connecticut banks by law until express authority therefor has been
given by the commissioner.
(o) Prior to the issuance of a final certificate of authority to commence business in
accordance with subsection (l) of this section, the Connecticut bank shall pay to the
State Treasurer a franchise tax, together with a filing fee of twenty dollars for the required
papers. The franchise tax for a mutual savings bank and mutual savings and loan association shall be thirty dollars. The franchise tax for all capital stock Connecticut banks shall
be one cent per share of the authorized capital stock.
(p) One or more persons may organize an interim Connecticut bank solely (1) for
the acquisition of an existing bank, whether by acquisition of stock, by acquisition of
assets, or by merger or consolidation, or (2) to facilitate any other corporate transaction
authorized by this title in which the commissioner has determined that such transaction
has adequate regulatory supervision to justify the organization of an interim Connecticut
bank. Such interim Connecticut bank shall not accept deposits or otherwise commence
business. Subdivision (2) of subsection (c) and subsections (d), (f), (g), (h) and (o) of this
section shall not apply to the organization of an interim bank, provided the commissioner
may, in the commissioner's discretion, order a hearing under subsection (e) or require
that the organizers publish or mail the proposed certificate of incorporation or both. The
approving authority for an interim Connecticut bank shall be the commissioner acting
alone. If the approving authority determines that the organization of the interim Connecticut bank complies with applicable law, the approving authority shall issue a temporary
certificate of authority conditioned on the approval by the appropriate supervisory
agency of the corporate transaction for which the interim Connecticut bank is formed.
(q) (1) As used in this subsection, "bankers' bank" means a Connecticut bank that
is (A) owned exclusively by any combination of banks, out-of-state banks, Connecticut
credit unions, federal credit unions, or out-of-state credit unions having their principal
office in Connecticut, Maine, Massachusetts, New Hampshire, New York, Rhode Island
or Vermont and (B) organized to engage exclusively in providing services for such other
banks, out-of-state banks, Connecticut credit unions, federal credit unions, or out-of-
state credit unions and their directors, officers and employees.
(2) One or more persons may organize a bankers' bank in accordance with the
provisions of this section, except that subsections (g) and (h) of this section shall not
apply. The approving authority for a bankers' bank shall be the commissioner acting
alone. Before granting a temporary certificate of authority in the case of an application
to organize a bankers' bank, the approving authority shall consider (A) whether the
proposed bankers' bank will facilitate the provision of services that such banks, out-of-
state banks, Connecticut credit unions, federal credit unions, or out-of-state credit unions
would not otherwise be able to readily obtain, and (B) the character and experience of
the proposed directors and officers. The application to organize a bankers' bank shall
be approved if the approving authority determines that the interest of the public will be
directly or indirectly served to advantage by the establishment of the proposed bankers'
bank, and the proposed directors possess capacity and fitness for the duties and responsibilities with which they will be charged.
(3) A bankers' bank shall have all of the powers of and be subject to all of the
requirements applicable to a Connecticut bank under this title which are not inconsistent
with this subsection, except: (A) A bankers' bank may provide services only for other
banks, out-of-state banks, Connecticut credit unions, federal credit unions, or out-of-
state credit unions having their principal office in Maine, Massachusetts, New Hampshire, New York, Rhode Island or Vermont and for the directors, officers and employees
of such banks, out-of-state banks, Connecticut credit unions, federal credit unions, or
out-of-state credit unions; (B) only such other banks, out-of-state banks, Connecticut
credit unions, federal credit unions, or out-of-state credit unions, may own the capital
stock of or otherwise invest in a bankers' bank; (C) upon the written request of the
organizers of a bankers' bank, the commissioner may waive specific requirements of
this title and the regulations adopted thereunder if the commissioner finds that (i) the
requirement pertains primarily to banks that provide retail or consumer banking services
and is inconsistent with this subsection, and (ii) the requirement may impede the ability
of the bankers' bank to compete or to provide desired services to its market provided,
any such waiver and the commissioner's findings shall be in writing and shall be made
available for public inspection; and (D) the commissioner may, by regulation, limit the
powers that may be exercised by a bankers' bank.
(4) The commissioner may adopt regulations, in accordance with chapter 54, to
administer the provisions of this subsection.
(r) (1) As used in this subsection and section 36a-252, "community bank" means
a Connecticut bank that is organized pursuant to this subsection and is subject to the
provisions of this subsection and section 36a-252.
(2) One or more persons may organize a community bank in accordance with the
provisions of this section, except that subsection (g) of this section shall not apply. Any
such community bank shall commence business with a minimum equity capital of at
least three million dollars. In the case of a capital stock community bank, no person,
whether acting individually or in concert with others, shall subscribe for, purchase or
otherwise acquire, by merger, acquisition or otherwise, in excess of nine and nine-tenths
per cent of the capital stock of the bank. The approving authority for a community bank
shall be the commissioner acting alone. In addition to the considerations and determinations required by subsection (h) of this section, before granting a temporary certificate
of authority to organize a community bank, the approving authority shall determine
that (A) each of the proposed directors and proposed executive officers, as defined in
subparagraph (D) of subdivision (3) of this subsection, possesses capacity and fitness
for the duties and responsibilities with which such director or officer will be charged
and (B) there is satisfactory community support for the proposed community bank based
on evidence of such support provided by the organizers to the approving authority. If the
approving authority cannot make such determination with respect to any such proposed
director or proposed executive officer, the approving authority may refuse to allow such
proposed director or proposed executive officer to serve in such capacity in the proposed
community bank.
(3) A community bank shall have all of the powers of and be subject to all of the
requirements and limitations applicable to a Connecticut bank under this title which are
not inconsistent with this subsection, except: (A) No community bank may (i) exercise
any of the fiduciary powers granted to Connecticut banks by law until express authority
therefor has been given by the approving authority, (ii) establish and maintain one or
more mutual funds, (iii) invest in derivative securities other than mortgage backed securities fully guaranteed by governmental agencies or government sponsored agencies,
(iv) own any real estate for the present or future use of the bank unless the approving
authority finds, based on an independently prepared analysis of costs and benefits, that
it would be less costly to the bank to own instead of lease such real estate, or (v) make
mortgage loans secured by nonresidential real estate the aggregate amount of which, at
the time of origination, exceeds ten per cent of all assets of such bank; (B) the aggregate
amount of all loans made by a community bank shall not exceed eighty per cent of the
total deposits held by such bank; (C) (i) the total direct or indirect liabilities of any one
obligor, whether or not fully secured and however incurred, to any community bank,
exclusive of such bank's investment in the investment securities of such obligor, shall
not exceed at the time incurred ten per cent of the equity capital and reserves for loan
and lease losses of such bank, and (ii) the limitations set forth in subsection (a) of section
36a-262 shall apply to this subparagraph; and (D) the limitations set forth in subsection
(a) of section 36a-263 shall apply to all community banks, provided, a community bank
may (i) make a mortgage loan to any director or executive officer secured by premises
occupied or to be occupied by such director or officer as a primary residence, (ii) make
an educational loan to any director or executive officer for the education of any child
of such director or executive officer, and (iii) extend credit to any director or executive
officer in an amount not exceeding ten thousand dollars for extensions of credit not
otherwise specifically authorized in this subparagraph. The aggregate amount of all
loans or extensions of credit made by a community bank pursuant to this subparagraph
shall not exceed thirty-three and one-third per cent of the equity capital and reserves
for loan and lease losses of such bank. As used in this subparagraph, "executive officer"
means every officer of a community bank who participates or has authority to participate,
other than in the capacity of a director, in major policy-making functions of the bank,
regardless of whether such officer has an official title or whether such officer serves
without salary or other compensation. The vice president, chief financial officer, secretary and treasurer of a community bank are presumed to be executive officers unless,
by resolution of the governing board or by the bank's bylaws, any such officer is excluded
from participation in major policy-making functions, other than in the capacity of a
director of the bank, and such officer does not actually participate in major policy-
making functions.
(4) The audit and examination requirements set forth in section 36a-86 shall apply
to each community bank.
(5) Any organizers who filed an application to organize a Connecticut bank under
this section prior to November 1, 1996, and have not been issued or denied a final
certificate of authority under subsection (l) of this section, and who give notice to the
applicable approving authority specified in subsection (h) of this section that the proposed bank has raised equity capital in an amount not less than three million dollars,
may amend such application to an application to organize a community bank under
this subsection. Such organizers shall file (A) an amended certificate of incorporation
limiting the powers of the proposed bank in accordance with this subsection, (B) an
amended proposed business plan, (C) an amended feasibility study, (D) an amended
three-year financial forecast prepared by a certified public accounting firm or other
professional firm approved by the commissioner, and (E) evidence satisfactory to the
approving authority under this subsection that there is community support for the proposed community bank. Within twenty days after receipt of the amended feasibility
study, the commissioner may, at the expense of the organizers, order an independent
feasibility study. The approving authority under this subsection shall make the considerations and determinations required by subdivision (2) of this subsection. If the amended
application is approved by the approving authority under this subsection and the organizers have given notice to said approving authority that the requirements of subsection (l)
of this section have been met, a final certificate of authority to commence business as
a community bank shall be issued by the approving authority under this subsection.
(6) The commissioner may adopt regulations, in accordance with chapter 54, to
administer the provisions of this subsection and section 36a-252.
(s) (1) As used in this subsection, "community development bank" means a Connecticut bank that is organized to serve the banking needs of a well-defined neighborhood, community or other geographic area as determined by the commissioner, primarily, but not exclusively, by making commercial loans in amounts of one hundred fifty
thousand dollars or less to existing businesses or to persons seeking to establish businesses located within such neighborhood, community or geographic area.
(2) One or more persons may organize a community development bank in accordance with the provisions of this section, except that subsection (g) of this section shall
not apply. The approving authority for a community development bank shall be the
commissioner acting alone. Any such community development bank shall commence
business with a minimum equity capital determined by the commissioner to be appropriate for the proposed activities of such bank, provided, if such proposed activities
include accepting deposits, such minimum equity capital shall be sufficient to enable
such deposits to be insured by the Federal Deposit Insurance Corporation or its successor
agency.
(3) The state, acting through the State Treasurer, may be the sole organizer of a
community development bank or may participate with any other person or persons in
the organization of any community development bank, and may own all or a part of any
capital stock of such bank. No application fee shall be required under subparagraph (E)
of subdivision (1) of subsection (d) of section 36a-65 and no franchise tax shall be
required under subsection (o) of this section for any community development bank
organized by or in participation with the state.
(4) In addition to the considerations and determinations required by subsection (h)
of this section, before granting a temporary certificate of authority to organize a community development bank, the approving authority shall determine that (A) each of the
proposed directors and proposed executive officers possesses capacity and fitness for
the duties and responsibilities with which such director or officer will be charged and
(B) there is satisfactory community support for the proposed community development
bank based on evidence of such support provided by the organizers to the approving
authority. If the approving authority cannot make such determination with respect to
any such proposed director or proposed executive officer, the approving authority may
refuse to allow such proposed director or proposed executive officer to serve in such
capacity in the proposed community development bank. As used in this subdivision,
"executive officer" means every officer of a community development bank who participates or has authority to participate, other than in the capacity of a director, in major
policy-making functions of the bank, regardless of whether such officer has an official
title or whether such officer serves without salary or other compensation. The vice
president, chief financial officer, secretary and treasurer of a community development
bank are presumed to be executive officers unless, by resolution of the governing board
or by the bank's bylaws, any such officer is excluded from participation in major policy-
making functions, other than in the capacity of a director of the bank, and such officer
does not actually participate in major policy-making functions.
(5) Notwithstanding any contrary provision of this title: (A) The commissioner may
limit the powers that may be exercised by a community development bank or impose
conditions on the exercise by such bank of any power allowed by this title as the commissioner deems necessary in the interest of the public and for the safety and soundness of
the community development bank, provided, any such limitations or conditions, or both,
shall be set forth in the final certificate of authority issued in accordance with subsection
(l) of this section; and (B) the commissioner may waive in writing any requirement
imposed on a community development bank under this title or any regulation adopted
under this title if the commissioner finds that such requirement is inconsistent with the
powers that may be exercised by such community development bank under its final
certificate of authority.
(6) The commissioner may adopt regulations, in accordance with chapter 54, to
carry out the provisions of this subsection.
(t) (1) As used in this subsection, "uninsured bank" means a Connecticut bank that
does not accept retail deposits and for which insurance of deposits by the Federal Deposit
Insurance Corporation or its successor agency is not required, and "retail deposits"
means any deposits made by individuals who are not accredited investors, as defined
in 17 CFR Section 230.501(a).
(2) One or more persons may organize an uninsured bank in accordance with the
provisions of this section, except that subsection (g) of this section shall not apply. The
approving authority for an uninsured bank shall be the commissioner acting alone. Any
such uninsured bank shall commence business with a minimum equity capital of at least
five million dollars unless the commissioner establishes a different minimum capital
requirement for such uninsured bank based upon its proposed activities.
(3) An uninsured bank shall have all of the powers of and be subject to all of the
requirements and limitations applicable to a Connecticut bank under this title which are
not inconsistent with this subsection, except no uninsured bank may accept retail deposits and, notwithstanding any provision of this title, sections 36a-30 to 36a-34, inclusive,
do not apply to uninsured banks.
(4) (A) An uninsured bank shall display conspicuously, at each window or other
place where deposits are usually accepted, a sign stating that deposits are not insured
by the Federal Deposit Insurance Corporation or its successor agency.
(B) An uninsured bank shall either (i) include in boldface conspicuous type on each
signature card, passbook, and instrument evidencing a deposit the following statement:
"This deposit is not insured by the FDIC" or (ii) require each depositor to execute a
statement that acknowledges that the initial deposit and all future deposits at the uninsured bank are not insured by the Federal Deposit Insurance Corporation or its successor
agency. The uninsured bank shall retain such acknowledgment as long as the depositor
maintains any deposit with the uninsured bank.
(C) An uninsured bank shall include on all of its deposit-related advertising a conspicuous statement that deposits are not insured by the Federal Deposit Insurance Corporation or its successor agency.
(1949 Rev., S. 5778; 1953, S. 2647d; 1963, P.A. 194; 251, S. 1; 642, S. 39; February, 1965, P.A. 262; 1969, P.A. 504,
S. 3; 1971, P.A. 313; P.A. 73-175; P.A. 74-254, S. 3; P.A. 75-4; P.A. 77-614, S. 161, 610; P.A. 78-43; 78-121, S. 90, 113;
78-303, S. 41, 136; P.A. 79-71, S. 1, 2; P.A. 87-9, S. 2, 3; P.A. 90-2, S. 7, 20; P.A. 92-12, S. 22; 92-54, S. 1, 6; P.A. 94-
122, S. 35, 340; P.A. 95-129, S. 3; 95-244, S. 2; P.A. 97-190; 97-209, S. 3, 6; P.A. 98-260, S. 1; P.A. 99-36, S. 34; 99-
158, S. 4; P.A. 00-28.)
History: 1963 acts inserted new Subdiv. (d) in Subsec. (3) requiring that articles of incorporation state minimum amount
of capital and surplus required for state bank and trust company to commence business, reduced minimum par value of
shares from ten to five dollars in Subsec. (2) and in Subsec. (11) replaced charter fee of one dollar per thousand dollars of
authorized capital stock with franchise tax of one cent per share of stock and raised filing fee from ten to twenty dollars;
1965 act authorized commission to extend validity period of temporary certificate of authority in Subsec. (8); 1969 act
reduced minimum par value of shares to one dollar in Subsec. (2); 1971 act increased minimum capital stock from one
hundred thousand to five hundred thousand dollars required to commence business in towns of less than fifty thousand
persons and from two hundred thousand to seven hundred fifty thousand dollars in towns of fifty thousand or more persons
under Subsec. (2); P.A. 73-175 raised minimum capital stock required to commence business to one million dollars,
applicable in all towns regardless of population; P.A. 74-254 deleted reference to taking appeals "in the manner provided
in chapter 637" in Subsec. (10); P.A. 75-4 required that exhibits or feasibility studies be available for public inspection
prior to hearings in Subsec. (4); P.A. 77-614 replaced bank commissioner with banking commissioner, effective January
1, 1979; P.A. 78-43 replaced banking commission with references to commissioner, state treasurer and state comptroller
as necessary in Subsecs. (6) to (12) and replaced provisions re notice of appeal in Subsec. (10) with provision requiring
that appeal be taken in accordance with chapter 54; P.A. 78-121 allowed organization of bank and trust company by one
person rather than nine persons in Subsec. (1), deleted provision in Subsec. (2) which stated minimum and maximum par
values of shares, deleted provisions in Subsec. (3) which had required that articles of incorporation state town's population,
which distinguished between residence and post office addresses of corporation members and which had required inclusion
of names of members willing to accept responsibilities and discharge duties of a director and required that occupations of
incorporators and prospective initial director be included, specified that hearings be conducted in accordance with chapter
54 in Subsec. (6) and deleted requirement that copy of certificate of authorization be filed with town clerk of town where
corporation is located in Subsec. (11); P.A. 78-303 made no change; P.A. 79-71 changed period of validity for temporary
certificate of authority in Subsec. (8) from twelve to eighteen months; (Revisor's note: Pursuant to P.A. 87-9 "banking
commissioner" was changed editorially by the Revisors to "commissioner of banking"); P.A. 90-2 added Subsec. (13)
prohibiting, with certain exceptions, the organization of new state bank and trust companies until February 1, 1992; P.A.
92-12 redesignated Subsecs., Subdivs. and Subparas. and made technical changes; P.A. 92-54 amended Subsec. (2) to
require a minimum capital and surplus of one million dollars for state bank and trust companies organized to function
solely in a fiduciary capacity and two million five hundred thousand dollars for all other state bank and trust companies;
P.A. 94-122 reduced the number of people needed to start a mutual or capital stock savings and loan association from nine
to one in Subsec. (a), replaced "capital stock and surplus" with "equity capital" in Subsec. (b), required organizers to
separately file notice of the residence of each organizer or director whose address is not included in the certificate of
incorporation in Subsec. (d), allowed mutual savings banks to be organized under the statutes in Subsec. (g), made newspaper
and other notice requirements consistent for all three types of banks and changed the requirement re filing the stockholder
list with the state treasurer in Subsec. (k), added Subsec. (l) re expenses of organization, reorganization or sale or purchase
of shares, authorized the formation of interim banks and set the franchise tax in Subsec. (o) and changed "articles of
incorporation" to "certificate of incorporation" throughout, effective January 1, 1995; Sec. 36-53 transferred to Sec. 36a-
70 in 1995; P.A. 95-129 amended Subsec. (c) re feasibility study, business plan and financial forecast, amended Subsec.
(d) re feasibility study or review by commissioner and re exclusion from public inspection of financial statements, biographies and other exclusions by the commissioner, added Subsec. (e) re the independent feasibility study or review by the
commissioner, added Subsec. (q) re bankers' banks, and relettered Subsecs. (e) to (o), inclusive, as Subsecs. (f) to (p); P.A.
95-244 amended Subsec. (q)(3)(C) to permit waiver of a requirement only if the organizers make written request, the
commissioner makes the specified finding re the requirement being waived, and the waiver and finding are in writing and
available for public inspection; P.A. 97-190 amended Subsec. (p) to provide that requirements of Subdivs. (2), (3) and (4)
of Subsec. (c) do not apply to organization of interim bank; P.A. 97-209 amended provisions re independent feasibility
studies and independent financial forecasts in Subsecs. (c), (d) and (e), added provision re public inspection of exhibits or
documentation in Subsec. (e), amended Subsec. (l) to add exception for provisions of Subdiv. (5) of Subsec. (r), added
Subsec. (r) re community banks and added Subsec. (s) re community development banks, effective June 24, 1997; P.A.
98-260 amended Subsec. (i) to permit temporary certificates of authority to be extended by the commissioner rather than
the approving authority and to delete provision requiring an extension application before the termination of the eighteen-
month period; P.A. 99-36 made technical changes in Subsec. (p); P.A. 99-158 amended Subsec. (b) by adding exception
for other provisions of section and deleting exception for bank organized to function solely in a fiduciary capacity, amended
Subsec. (h) by deleting "for purposes of this section" and adding exception for provisions of Subsecs. (p) to (t) in Subdiv.(3),
amended Subsec. (n) by adding reference to an uninsured bank organized pursuant to Subsec. (t), and added Subsec. (t)
re uninsured banks; P.A. 00-28 amended Subsec. (q) to allow a bankers' bank to be owned by or provide services to
Connecticut credit unions, federal credit unions or out-of-state credit unions.
Annotations to former section 36-53:
Cited. 116 C. 181.
Subsec. (5):
Where but nineteen days elapsed between mailing of notice to each bank and hearing, there was jurisdictional defect.
26 CS 362, 365, 366. In computation of "not less than twenty nor more than forty days" both terminal days are excluded.
Id. Publication requirement satisfied by publication once each week for three successive weeks even though there has not
been a lapse of twenty-one days between the first notice and the hearing. Id.
Subsec. (11):
Cited. 116 C. 181.
Subsec. (12):
Cited. 116 C. 181.
(Return to TOC) (Return to Chapters) (Return to Titles)
(1949, Rev., S. 5779; P.A. 94-122, S. 36, 340.)
History: P.A. 94-122 extended to savings and loan associations the prohibition on transferral of bank franchises, effective
January 1, 1995; Sec. 36-54 transferred to Sec. 36a-71 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(1949 Rev., S. 5785; P.A. 94-122, S. 37, 340.)
History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-61 transferred to Sec. 36a-72 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(P.A. 94-122, S. 38, 340.)
History: P.A. 94-122 effective January 1, 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(Return to TOC) (Return to Chapters) (Return to Titles)
CORPORATE FORM. ADMINISTRATION
(1949 Rev., S. 5786; P.A. 94-122, S. 39, 340.)
History: P.A. 94-122 deleted the provision that new or amended bylaws do not take effect until filed with the commissioner and made technical changes, effective January 1, 1995; Sec. 36-62 transferred to Sec. 36a-80 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(b) The commissioner, before granting an approval under subsection (a) of this
section, shall consider: (1) The population of the area to be served by the proposed
relocation of the main office of the Connecticut bank; (2) the adequacy of existing
banking facilities; (3) the economic need for such proposed relocation; and (4) the convenience and necessity to the public of the proposed relocation.
(1949 Rev., S. 5788; P.A. 78-121, S. 91, 113; P.A. 87-34, S. 1, 5; P.A. 94-122, S. 40, 340.)
History: P.A. 78-121 added reference to authorization to change location in general statutes; P.A. 87-34 replaced prior
provision requiring that a state bank and trust company obtain the approval of the general assembly before changing location
with new provision re obtaining approval of the commissioner and the vote of the outstanding shares of each class of capital
stock, effective October 1, 1988; P.A. 94-122 included mutual savings banks in office relocation procedures, eliminated
the need for a two-thirds vote by each class of stockholder for office relocation and added Subsec. (b) re standards for
approval, effective January 1, 1995; Sec. 36-64 transferred to Sec. 36a-81 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(b) Any mutual savings bank, after an affirmative vote of at least two-thirds of its
governing board at a meeting called for the purpose of changing its name, or any mutual
savings and loan association, after an affirmative vote of two-thirds of its depositors at
a meeting noticed and called for the purpose of changing its name, may apply to the
commissioner for permission to change its name.
(c) Upon receiving such application, the commissioner shall cause notice of its
submission to be published in the department's weekly bulletin. The notice shall state
that written objections to such application may be made, for a period of thirty days from
the date of publication of the bulletin, on the grounds that the name selected will tend
to confuse the public. At least ten days prior to the date by which objections may be
made, the applicant shall mail a copy of the application and a notice of the date by
registered or certified mail, return receipt requested, to each bank or out-of-state bank
having its main office or a branch in the town or towns in which the applicant has its
main office or a branch.
(d) If, in the opinion of the commissioner, the name selected by the applicant will
not tend to confuse the public and if no such objection is filed, the commissioner shall
approve such change of name. Such approval shall be filed in the office of the Secretary
of the State, and such change of name shall be effective upon filing.
(e) If, in the opinion of the commissioner, the name selected will tend to confuse
the public or if such objection is filed, the commissioner shall order a hearing to be held
not less than twenty nor more than thirty days from the date originally set for the filing
of objections to the application for change of name, and notice of such hearing shall be
sent by the applicant to each bank and out-of-state bank as provided in subsection (c)
at least fourteen days prior to the hearing. At the hearing, the commissioner shall hear
all persons desiring to be heard and shall make a ruling within fifteen days. If the application is approved, the approval shall be filed and shall be effective as provided in subsection (d).
(1949 Rev., S. 5806; 1963, P.A. 74, S. 2; P.A. 87-9, S. 1, 3; P.A. 88-65, S. 30; P.A. 92-12, S. 32; P.A. 94-122, S. 41,
340; P.A. 96-54, S. 8, 9.)
History: 1963 act clarified that two-thirds vote required in Subsec. (1) applies with respect to "each class" of stock and
deleted requirement in Subsec. (2) that copy of certificate be filed with town clerk of town(s) where applicant has main
office or branch; P.A. 87-9 amended Subsec. (1) by substituting the reference to "capital stock bank" for "bank and trust
company"; P.A. 88-65 deleted references to industrial banks in Subsecs. (1) and (3); P.A. 92-12 redesignated Subsecs.
and made technical changes; (Revisor's note: The words "of banking" were deleted editorially by the Revisors after
"commissioner" in Subsec. (a) for consistency); P.A. 94-122 extended name change procedures to savings banks and
savings and loan associations, added Subsec. (b) requiring a two-thirds vote to approve a name change, renumbered former
Subsecs. (b) and (c) as Subsecs. (d) and (e), and clarified that objections must be based on a tendency to confuse the public
in Subsec. (c), effective January 1, 1995; Sec. 36-87 transferred to Sec. 36a-82 in 1995; P.A. 96-54 amended Subsec. (c)
re objections to applications and notice of applications in department bulletin, effective May 7, 1996.
Annotations to former section 36-87:
Cited. 130 C. 19.
(Return to TOC) (Return to Chapters) (Return to Titles)
(1949 Rev., S. 5809; P.A. 85-188, S. 5; 85-379, S. 11; P.A. 94-122, S. 42, 340; P.A. 96-271, S. 188, 254.)
History: P.A. 85-188 and P.A. 85-379 deleted provision authorizing stockholders of any state bank and trust company
to examine books, accounts, securities and expenditures of such bank at the annual meeting or at any special meeting which
any five stockholders owning not less in all than one hundred shares of stock are authorized to call for such purpose, and
substituted provision authorizing stockholders of any state capital stock bank to examine books, accounts, securities and
expenditures of such bank in accordance with Sec. 33-334; P.A. 94-122 made technical changes, effective January 1, 1995;
Sec. 36-90 transferred to Sec. 36a-83 in 1995; P.A. 96-271 replaced "books, accounts, securities and expenditures" with
"records" and replaced reference to Sec. 33-334 with Sec. 33-946, effective January 1, 1997.
(Return to TOC) (Return to Chapters) (Return to Titles)
(1969, P.A. 499, S. 2; P.A. 75-159, S. 2, 3; P.A. 78-121, S. 100, 113; P.A. 94-122, S. 43, 340; P.A. 96-256, S. 195, 209.)
History: P.A. 75-159 prohibited amendments to change name; P.A. 78-121 deleted prohibition against amendments to
enlarge powers of bank and added provision stating that right to conduct business is not transferable; P.A. 94-122 made
procedures re amending charters of savings banks apply only to mutual savings banks which were chartered by special
act, effective January 1, 1995; Sec. 36-117a transferred to Sec. 36a-84 in 1995; P.A. 96-256 replaced reference to "part
IX of chapter 600" with "part XII of chapter 602" and reference to "chapter 600" with "chapter 602", effective January
1, 1997.
(Return to TOC) (Return to Chapters) (Return to Titles)
(1949 Rev., S. 5897; P.A. 78-121, S. 41, 113; P.A. 94-122, S. 44, 340.)
History: P.A. 78-121 referred to savings and loan associations rather than "building or" savings and loan associations;
P.A. 94-122 changed "member" to "depositor", effective January 1, 1995; Sec. 36-175 transferred to Sec. 36a-85 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(1949 Rev., S. 5842; February, 1965, P.A. 64; P.A. 78-121, S. 79, 113; P.A. 94-122, S. 45, 340.)
History: 1965 act required audits in all cases by public accountants where previously audits by "not fewer than two
competent, experienced and trustworthy persons who are not officers, directors, trustees or employees" of the bank was
an option, rewording provisions accordingly; P.A. 78-121 substituted "members of the governing board" for "directors or
trustees"; P.A. 94-122 extended annual audit requirements and liability protections previously applicable to savings banks
to state bank and trust companies, effective January 1, 1995; Sec. 36-128 transferred to Sec. 36a-86 in 1995.
Annotations to former section 36-128:
Effect of this provision in action against directors for negligence in failing to discover fraud of cashier. 89 C. 470.
(Return to TOC) (Return to Chapters) (Return to Titles)
(Return to TOC) (Return to Chapters) (Return to Titles)
DIRECTORS AND OFFICERS
(P.A. 73-124, S. 1−4; P.A. 78-121, S. 13, 113; P.A. 83-291, S. 1, 2; 83-406, S. 10, 11; P.A. 88-59; P.A. 94-122, S. 46,
340; P.A. 95-21.)
History: P.A. 78-121 deleted reference to building associations in Subsec. (a) and deleted former Subsecs. (c) and (e)
which had protected rights of any person to be officer, employee, etc., of state bank and trust company and savings bank
having same home office before January 1, 1971, and rights to hold any position with state or federally chartered banking
institution for three-year period beginning October 1, 1973, relettering as necessary; P.A. 83-291 included federal savings
banks in the prohibition against interlocking directorates, permitted interlocking directorates when one institution is a
subsidiary of the other or when two or more institutions are subsidiaries of the same holding company and amended Subsec.
(c) to include savings banks, federal savings banks and federal or state savings and loan associations in the exemption;
P.A. 83-406 duplicated addition of federal savings banks in Subsec. (a) and Subsec. (c) changes of P.A. 83-291; P.A. 88-
59 extended the application of the section to holding companies and defined the term "holding company"; P.A. 94-122
deleted Subsecs. (a) and (c) and made technical changes, effective January 1, 1995; Sec. 36-9c transferred to Sec. 36a-95
in 1995; P.A. 95-21 changed section content from prohibiting to authorizing interlocking officers, employees and directors
of nonaffiliate banks and holding companies, added the requirement of commissioner's approval and added the exceptions
in Subdivs. (1) and (2) re 12 USC and regulations.
(Return to TOC) (Return to Chapters) (Return to Titles)
(P.A. 78-121, S. 88, 113; P.A. 94-122, S. 47, 340; P.A. 95-155, S. 9, 29.)
History: P.A. 94-122 deleted the exemption from bonding for bank employees who are artisans, mechanics or laborers
without authority to handle the bank's money or contracts, effective January 1, 1995; Sec. 36-9e transferred to Sec. 36a-
96 in 1995; P.A. 95-155 added reference to certain out-of-state banks and deleted requirement that surety company must
be authorized to do business in this state, effective June 27, 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(P.A. 90-131, S. 1, 2; P.A. 94-122, S. 48, 340; P.A. 96-271, S. 189, 254.)
History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-9ee transferred to Sec. 36a-97 in 1995;
P.A. 96-271 replaced reference to Sec. 33-374d with Sec. 33-843, effective January 1, 1997.
(Return to TOC) (Return to Chapters) (Return to Titles)
(b) No director of a Connecticut bank shall receive any compensation for endorsing
any paper discounted or any loan made, nor shall any director, officer or employee
of such bank receive any compensation for recommending or otherwise assisting in
obtaining a loan from or by such bank, nor shall any executive officer of such bank
receive any compensation for selling or aiding in the sale of any stocks or securities of
such bank, except that the provisions of this section shall not apply to regular compensation paid to its officers and employees by the bank, nor to any fees paid to directors for
attendance at any regular or special meeting of such bank or committee thereof nor to
any fees paid to any such director, officer or employee for services rendered in connection with the appraisal of any real estate, the mortgage of which real estate has been
offered to such bank as security for a loan.
(1949 Rev., S. 5793; P.A. 91-357, S. 16, 78; P.A. 94-122, S. 49, 340.)
History: P.A. 91-357 made technical changes; P.A. 94-122 divided section into Subsecs., adding new provisions as
Subsec. (a) making compensation requirements apply equally to savings banks, bank and trust companies and savings and
loan associations, effective January 1, 1995; Sec. 36-69 transferred to Sec. 36a-98 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(1949 Rev., S. 5850; P.A. 94-122, S. 50, 340.)
History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-121 transferred to Sec. 36a-99 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(b) The provisions of this section shall be subject to the conditions and requirements
imposed by the Employee Retirement Income Security Act of 1974, Public Law 93-
406, and its amendments.
(P.A. 73-154, S. 1, 3; P.A. 76-43, S. 1, 2; P.A. 78-121, S. 85, 113; P.A. 86-104, S. 1, 2; P.A. 94-122, S. 51, 340.)
History: P.A. 76-43 replaced former Subsec. (b) governing group life insurance with new provisions and deleted Subsec.
(c) re retirement date and benefits; P.A. 78-121 substituted "governing board" for "board of directors or trustees"; P.A.
86-104 amended Subsec. (a) to delete provision specifying that benefits paid by bank to active or retired officers, employees
or their families may be paid directly by bank or by corporate trustee or insurance company; P.A. 94-122 gave all banks
express authority to provide benefits to officers and employees by a majority vote of the board, added similar authority
for directors by a two-thirds vote and allowed the Connecticut Bankers' Association instead of the Savings Banks' Association to participate in such plans, effective January 1, 1995; Sec. 36-126b transferred to Sec. 36a-100 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(Return to TOC) (Return to Chapters) (Return to Titles)
SHARES AND DIVIDENDS
(b) Any capital stock Connecticut bank may increase its authorized capital stock to
any amount approved by the commissioner. An amendment to the certificate of incorporation of such bank increasing or decreasing its authorized capital stock shall be executed
and filed as provided in section 33-608. No such amendment shall become effective
until a certificate from the commissioner approving such increase or decrease has been
filed with the Secretary of the State.
(c) Any increase in authorized capital stock made under the provisions of subsection
(b) of this section shall be by the affirmative vote of the holders of a majority of the
shares, or of each class of shares, entitled to vote thereon at a meeting noticed and called
for that purpose. The governing board of such bank may provide for the issuance from
time to time of its authorized but unissued stock and, except as otherwise provided by
law, may determine all matters with respect thereto.
(d) When the authorized capital stock of any such capital stock Connecticut bank
is increased under subsection (b) of this section and the shares are issued at a price in
excess of the par value, if any, such excess received over the par value shall be credited
to the surplus account of the capital stock Connecticut bank. In case of the issuance of
shares without par value, the entire amount of consideration received therefor, expressed
in dollars, shall constitute stated capital unless, at any time before sixty days after the
issuance of such shares, the governing board allocates to capital surplus any portion
thereof.
(1949 Rev., S. 5807; 1957, P.A. 376; 1963, P.A. 74, S. 3; 1967, P.A. 367, S. 1−4; 551, S. 3, 4; P.A. 73-179, S. 1, 2;
P.A. 85-188, S. 2; 85-379, S. 8; P.A. 86-403, S. 68, 132; P.A. 92-12, S. 33; P.A. 94-122, S. 52, 340; P.A. 96-271, S. 190,
254; P.A. 97-246, S. 96, 99.)
History: 1963 act rephrased Subsec. (1), deleting reference to provisions of statutes re payment of fees, filing certificates
and returns, etc. and requirement that copy of certificate authorizing increase be filed with town clerk of town where bank
and trust company is located and adding provision re when increase or decrease in stock takes effect, required in Subsec.
(2) that vote be "at least" rather than "more than" two-thirds and added provision re issuance of authorized but unissued
stock by governing board and in Subsec. (3) added reference to Sec. 36-89a and substituted reference to Sec. 33-348(d)
for "by such vote"; 1967 acts substituted references to bank commissioner (later banking commissioner) for references to
banking commission in Subsecs. (1) and (4) to (6) and later repealed Subsecs. (4) to (6) and added new Subsecs. (4) and
(5) containing similar provisions; P.A. 73-179 inserted new Subsec. (5), renumbering former Subsec. (5) accordingly; P.A.
85-188 and 85-379 referred to state capital stock bank rather than state bank and trust company, reduced the number of
shareholders needed to vote certain actions from two-thirds to a majority of shares entitled to vote and added provision
specifying that split-up or division of shares without increasing capital is not to be construed as a share dividend; P.A. 86-
403 made technical changes; P.A. 92-12 redesignated Subsecs. and made technical changes; P.A. 94-122 inserted new
Subsec. (a) re issuance of shares of a newly organized capital stock bank, renumbered former Subsecs. (a) and (b) as
Subsecs. (b) and (c), deleted provisions of former Subsec. (c) re issuance, subscription and assignation of such stock and
relettered the remainder as Subsec. (d), allowed no par value stocks to be authorized during an increase in authorized shares
in new Subsec. (d), and deleted former Subsecs. (d), (e) and (f), effective January 1, 1995; Sec. 36-88 transferred to Sec.
36a-105 in 1995; P.A. 96-271 amended Subsec. (a) to replace reference to Sec. 33-340 with chapter 601 and amended
Subsec. (b) to delete provision re execution and filing of amendment when the authorized capital stock is increased or
decreased "by amending the par value of its shares, or by some other means," and replace reference to Sec. 33-285 with
Sec. 33-422, effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to replace reference to Sec. 33-422 with Sec.
33-608, effective June 27, 1997.
(Return to TOC) (Return to Chapters) (Return to Titles)
(b) Preferred shares, capital notes and debentures which are convertible into shares
of common stock shall be subject to the limitations of subsection (f) of section 33-672.
(c) Before the issuance of preferred shares, any provision of which is fixed or determined by the governing board in accordance with subsection (a) of section 33-666,
the governing board shall amend the certificate of incorporation of the capital stock
Connecticut bank as provided in subsection (d) of section 33-666.
(d) Upon payment of the consideration fixed for the issuance thereof, which shall
be not less than the par value thereof, in the case of shares having a par value, or not
less than the stated capital thereof, in the case of shares without par value, any preferred
stock issued in compliance with this section shall be fully paid and nonassessable.
(1967, P.A. 551, S. 6; 1969, P.A. 185, S. 1; 504, S. 12; P.A. 85-188, S. 4; 85-379, S. 10; P.A. 86-403, S. 69, 132; P.A.
91-357, S. 19, 78; P.A. 92-12, S. 34; P.A. 94-122, S. 53, 340; P.A. 96-271, S. 191−193, 254.)
History: 1969 acts repealed former Subsec. (5) of the 1967 supplement which had stated that dividends payable on
preferred shares and interest payable on capital notes or debentures shall not exceed six per cent of par value or principal
amount and renumbered remaining Subsecs; P.A. 85-188 and P.A. 85-379 referred to state capital stock bank rather than
state bank and trust company, eliminated the one hundred dollar required par value for state bank and trust company
preferred shares and eliminated the required stockholder vote for increasing authorized shares; P.A. 86-403 made technical
changes; P.A. 91-357 made a technical change in Subsec. (4); P.A. 92-12 redesignated Subsecs. and Subdivs. and made
technical changes; P.A. 94-122 deleted Subdiv. (2) of Subsec. (a) re the issuance of evidences of indebtedness in the form
of capital notes or debentures, deleted Subsec. (b) re the governing board's determination of the terms and conditions of
such issuance, renumbered former Subsecs. (c), (d) and (e) as Subsecs. (b), (c) and (d), deleted Subsec. (f) and made
technical and conforming changes, effective January 1, 1995; Sec. 36-89b transferred to Sec. 36a-106 in 1995; P.A. 96-
271 amended Subsec. (a) to replace reference to chapter 599 with chapter 601, amended Subsec. (b) to replace reference
to "section 33-349" with "subsection (f) of section 33-672" and amended Subsec. (c) to replace reference to "subsection
(b) of section 33-341" with "subsection (a) of section 33-666" and "subdivision (2) of subsection (b) of section 33-360"
with "subsection (d) of section 33-666", effective January 1, 1997.
(Return to TOC) (Return to Chapters) (Return to Titles)
(P.A. 94-122, S. 54, 340.)
History: P.A. 94-122 effective January 1, 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(1963, P.A. 74, S. 6; P.A. 85-188, S. 3; 85-379, S. 9; P.A. 94-122, S. 55, 340; P.A. 96-271, S. 194, 254.)
History: P.A. 85-188 and P.A. 85-379 replaced reference to "state bank and trust company" with reference to "state
capital stock bank"; P.A. 94-122 made a technical change, effective January 1, 1995; Sec. 36-89a transferred to Sec. 36a-
108 in 1995; P.A. 96-271 replaced reference to Sec. 33-343 with Sec. 33-683, effective January 1, 1997.
(Return to TOC) (Return to Chapters) (Return to Titles)
(P.A. 94-122, S. 56, 340; P.A. 96-271, S. 195, 254.)
History: P.A. 94-122 effective January 1, 1995; P.A. 96-271 replaced reference to Sec. 33-344 with Sec. 33-675 and
added proviso re prohibition on issuance or granting of such rights or options to directors, officers or employees of the
bank or of a subsidiary thereof unless approved by the shareholders or in accordance with a plan approved by the shareholders, effective January 1, 1997.
(Return to TOC) (Return to Chapters) (Return to Titles)
(b) Subject to the approval of the commissioner, stock dividends may be declared
and paid by a capital stock Connecticut bank in its own authorized but unissued shares
to the extent of its surplus earnings, provided such shares shall be issued at not less than
the par value thereof, if any. There shall be transferred from its surplus or undivided
profits account, or both, as determined by the governing board, to its capital account at
the time such dividend is paid an amount equal to (1) in the case of a dividend payable
in its own shares having a par value, the aggregate par value of the shares to be issued
as a dividend, and (2) in the case of a dividend payable in its own shares without par
value, at such aggregate stated value as shall be fixed by the governing board by resolution adopted at the time such dividend is declared. A split-up or division of the issued
shares of any class into a greater number of shares of the same class without increasing
the stated capital of the capital stock Connecticut bank is not a stock dividend within
the meaning of this subsection.
(P.A. 94-122, S. 57, 340.)
History: P.A. 94-122 effective January 1, 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)
(P.A. 94-122, S. 58, 340; P.A. 96-271, S. 196, 254.)
History: P.A. 94-122 effective January 1, 1995; P.A. 96-271 replaced reference to Sec. 33-358 with Sec. 33-684 and
deleted provision re exclusion of restricted portion of bank's surplus from the bank's equity capital in computing the bank's
loan and investment limitations, effective January 1, 1997.
(Return to TOC) (Return to Chapters) (Return to Titles)
(b) Notwithstanding the provisions of sections 33-706 and 33-715 to 33-717, inclusive, an irrevocable proxy, voting trust, voting agreement or similar arrangement with
respect to the shares of a capital stock Connecticut bank is valid or enforceable only if
approved by the commissioner. The commissioner, upon complaint from any person or
upon the commissioner's own investigation, may issue an order pursuant to section 36a-
52 directing that any person entering into or assisting in the operation of such proxy,
trust, agreement or arrangement cease and desist from such activity.
(1949 Rev., S. 5810; P.A. 85-188, S. 6; 85-379, S. 12; P.A. 94-122, S. 59, 340; P.A. 96-271, S. 197, 254.)
History: P.A. 85-188 and P.A. 85-379 replaced references to "state bank and trust company" and "bank" with references
to "state capital stock bank"; P.A. 94-122 added Subsec. (b) removing the prohibition on irrevocable proxies and voting
trusts for shares of capital stock Connecticut banks and allowing them with the commissioner's approval, effective January
1, 1995; Sec. 36-91 transferred to Sec. 36a-112 in 1995; P.A. 96-271 amended Subsec. (b) to replace reference to "sections
33-337 to 33-339, inclusive," with "sections 33-706 and 33-715 to 33-717, inclusive,", effective January 1, 1997.
(Return to TOC) (Return to Chapters) (Return to Titles)
(Return to TOC) (Return to Chapters) (Return to Titles)
RESERVE REQUIREMENTS
(b) Notwithstanding subsection (a) of this section, whenever, in the opinion of the
commissioner, the protection of depositors of any or all Connecticut banks or Connecticut credit unions, or both, requires, the commissioner may order such banks and credit
unions to maintain such reserves in an amount and in such form as the commissioner
deems appropriate.
(P.A. 81-128, S. 10; P.A. 94-122, S. 60, 340.)
History: P.A. 94-122 made technical changes re reserve requirements, effective January 1, 1995; Sec. 36-29g transferred
to Sec. 36a-120 in 1995.
(Return to TOC) (Return to Chapters) (Return to Titles)