Connecticut Seal

Substitute Senate Bill No. 93

Public Act No. 02-47

AN ACT CONCERNING BANK POWERS AND TRANSACTIONS.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Section 36a-2 of the general statutes is repealed and the following is substituted in lieu thereof (Effective from passage):

As used in this title, unless the context otherwise requires:

(1) "Affiliate" of a person means any person controlling, controlled by, or under common control with, that person;

(2) "Applicant" with respect to any license or approval provision pursuant to this title means a person who applies for that license or approval;

(3) "Automated teller machine" means a stationary or mobile unattended device, including a satellite device but excluding a point of sale terminal, at which banking transactions, including, but not limited to, deposits, withdrawals, advances, payments or transfers, may be conducted;

(4) "Bank" means a Connecticut bank or a federal bank;

(5) "Bank and trust company" means an institution chartered or organized under the laws of this state as a bank and trust company;

(6) "Bank holding company" has the meaning given to that term in 12 USC Section 1841(a), as from time to time amended, except that the term "bank", as used in 12 USC Section 1841(a) includes a bank or out-of-state bank that functions solely in a trust or fiduciary capacity;

(7) "Capital stock" when used in conjunction with any bank or out-of-state bank means a bank or out-of-state bank that is authorized to accumulate funds through the issuance of its capital stock;

(8) "Club deposit" means deposits to be received at regular intervals, the whole amount deposited to be withdrawn by the owner or repaid by the bank in not more than fifteen months from the date of the first deposit, and upon which no interest or dividends need to be paid;

(9) "Commissioner" means the Commissioner of Banking and, with respect to any function of the commissioner, includes any person authorized or designated by the commissioner to carry out that function;

(10) "Company" means any corporation, joint stock company, trust, association, partnership, limited partnership, unincorporated organization, limited liability company or similar organization, but does not include (A) any corporation the majority of the shares of which are owned by the United States or by any state, or (B) any trust which by its terms must terminate within twenty-five years or not later than twenty-one years and ten months after the death of beneficiaries living on the effective date of the trust;

(11) "Connecticut bank" means a bank and trust company, savings bank or savings and loan association chartered or organized under the laws of this state;

(12) "Connecticut credit union" means a cooperative, nonprofit association, the membership of which is limited as provided in section 36a-438, as amended, which is incorporated without capital stock under the laws of this state and licensed under chapter 667 for the purposes of encouraging thrift among its members, creating a source of credit at a fair and reasonable rate of interest and providing an opportunity for its members to use and control their own money to improve their economic and social condition;

(13) "Consolidation" means a combination of two or more institutions into a new institution; all institutions party to the consolidation, other than the new institution, are "constituent" institutions; the new institution is the "resulting" institution;

(14) "Control" has the meaning given to that term in 12 USC Section 1841(a), as from time to time amended;

(15) "Customer" means any person using a service offered by a financial institution;

(16) "Demand account" means an account into which demand deposits may be made;

(17) "Demand deposit" means a deposit that is payable on demand, a deposit issued with an original maturity or required notice period of less than seven days or a deposit representing funds for which the bank does not reserve the right to require at least seven days' written notice of the intended withdrawal, but does not include any time deposit;

(18) "Deposit" means funds deposited with a depository;

(19) "Deposit account" means an account into which deposits may be made;

(20) "Depositor" includes a member of a mutual savings and loan association;

(21) "Director" means a member of the governing board of a financial institution;

(22) "Equity capital" means the excess of a Connecticut bank's total assets over its total liabilities, as defined in the instructions of the federal Financial Institutions Examination Council for consolidated reports of condition and income;

(23) "Executive officer" means every officer of a Connecticut bank who participates or has authority to participate, otherwise than in the capacity of a director, in major policy-making functions of such bank, regardless of whether such officer has an official title or whether that title contains a designation of assistant and regardless of whether such officer is serving without salary or other compensation. The president, vice president, secretary and treasurer of such bank are deemed to be executive officers, unless, by resolution of the governing board or by such bank's bylaws, any such officer is excluded from participation in major policy-making functions, otherwise than in the capacity of a director of such bank, and such officer does not actually participate in such policy-making functions;

(24) "Federal agency" has the meaning given to that term in 12 USC Section 3101, as from time to time amended;

(25) "Federal bank" means a national banking association, federal savings bank or federal savings and loan association having its principal office in this state;

(26) "Federal branch" has the meaning given to that term in 12 USC Section 3101, as from time to time amended;

(27) "Federal credit union" means any institution chartered or organized as a federal credit union pursuant to the laws of the United States having its principal office in this state;

(28) "Fiduciary" means a person undertaking to act alone or jointly with others primarily for the benefit of another or others in all matters connected with its undertaking and includes a person acting in the capacity of trustee, executor, administrator, guardian, assignee, receiver, conservator, agent, custodian under the Connecticut Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, and acting in any other similar capacity;

(29) "Financial institution" means any Connecticut bank, Connecticut credit union, or other person whose activities in this state are subject to the supervision of the commissioner, but does not include a person whose activities are subject to the supervision of the commissioner solely pursuant to chapter 672a, 672b or 672c or any combination thereof;

(30) "Foreign bank" has the meaning given to that term in 12 USC Section 3101, as from time to time amended;

(31) "Foreign country" means any country other than the United States and includes any colony, dependency or possession of any such country;

(32) "Governing board" means the group of persons vested with the management of the affairs of a financial institution irrespective of the name by which such group is designated;

(33) "Holding company" means a bank holding company or a savings and loan holding company, except, as used in sections 36a-180 to 36a-191, inclusive, "holding company" means a company that controls a bank;

(34) "Insured depository institution" has the meaning given to that term in 12 USC Section 1813, as from time to time amended;

(35) "Licensee" means any person who is licensed or required to be licensed pursuant to the applicable provisions of this title;

(36) "Loan" includes any line of credit or other extension of credit;

(37) "Merger" means the combination of one or more institutions with another which continues its corporate existence; all institutions party to the merger are "constituent" institutions; the merging institution which upon the merger continues its existence is the "resulting" institution;

(38) "Mutual" when used in conjunction with any institution that is a bank or out-of-state bank means any such institution without capital stock;

(39) "Mutual holding company" means [any mutual savings bank or mutual savings and loan association reorganized or any nonstock corporation formed in connection with a reorganization pursuant to] a mutual holding company organized under sections 36a-192 to 36a-199, inclusive, [to hold a majority of the ordinary voting shares of a reorganized savings institution] and unless otherwise indicated, a subsidiary holding company controlled by a mutual holding company organized under sections 36a-192 to 36a-199, inclusive;

(40) "Out-of-state" includes any state other than Connecticut and any foreign country;

(41) "Out-of-state bank" means any institution that engages in the business of banking, but does not include a bank, Connecticut credit union, federal credit union or out-of-state credit union;

(42) "Out-of-state credit union" means any credit union other than a Connecticut credit union or a federal credit union;

(43) "Out-of-state trust company" means any company chartered to act as a fiduciary but does not include a company chartered under the laws of this state, a bank, an out-of-state bank, a Connecticut credit union, a federal credit union or an out-of-state credit union;

(44) "Person" means an individual, company, including a company described in subparagraphs (A) and (B) of subdivision (10) of this section, or any other legal entity, including a federal, state or municipal government or agency or any political subdivision thereof;

(45) "Point of sale terminal" means a device located in a commercial establishment at which sales transactions can be charged directly to the buyer's deposit, loan or credit account, but at which deposit transactions cannot be conducted;

(46) "Reorganized savings bank" means any savings bank incorporated and organized in accordance with sections 36a-192 and 36a-193; [a majority of the ordinary voting shares of which is owned by a mutual holding company; ]

(47) "Reorganized savings and loan association" means any savings and loan association incorporated and organized in accordance with sections 36a-192 and 36a-193; [a majority of the ordinary voting shares of which is owned by a mutual holding company; ]

(48) "Reorganized savings institution" means any reorganized savings bank or reorganized savings and loan association;

(49) "Representative office" has the meaning given to that term in 12 USC Section 3101, as from time to time amended;

(50) "Reserves for loan and lease losses" means the amounts reserved by a Connecticut bank against possible loan and lease losses as shown on the bank's consolidated reports of condition and income;

(51) "Satellite device" means an automated teller machine which is not part of an office of the bank, Connecticut credit union or federal credit union which has established such machine;

(52) "Savings account" means a deposit account, other than an escrow account established pursuant to section 49-2a, into which savings deposits may be made and which account must be evidenced by periodic statements delivered at least semiannually or by a passbook;

(53) "Savings and loan association" means an institution chartered or organized under the laws of this state as a savings and loan association;

(54) "Savings bank" means an institution chartered or organized under the laws of this state as a savings bank;

(55) "Savings deposit" means any deposit other than a demand deposit or time deposit on which interest or a dividend is paid periodically;

(56) "Savings and loan holding company" has the meaning given to that term in 12 USC Section 1467a, as from time to time amended;

(57) "State" means any state of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, the trust territory of the Pacific Islands, the Virgin Islands and the Northern Mariana Islands;

(58) "State agency" has the meaning given to that term in 12 USC Section 3101, as from time to time amended;

(59) "State branch" has the meaning given to that term in 12 USC Section 3101, as from time to time amended;

(60) "Subsidiary" has the meaning given to that term in 12 USC Section 1841(d), as from time to time amended;

(61) "Subsidiary holding company" means a stock holding company, controlled by a mutual holding company, that holds one hundred per cent of the stock of a reorganized savings institution;

[(61)] (62) "Supervisory agency" means: (A) The commissioner; (B) the Federal Deposit Insurance Corporation; (C) the Resolution Trust Corporation; (D) the Office of Thrift Supervision; (E) the National Credit Union Administration; (F) the Board of Governors of the Federal Reserve System; (G) the United States Comptroller of the Currency; and (H) any successor to any of the foregoing agencies or individuals;

[(62)] (63) "Time account" means an account into which time deposits may be made; and

[(63)] (64) "Time deposit" means a deposit that the depositor does not have a right and is not permitted to make withdrawals from within six days after the date of deposit, unless the deposit is subject to an early withdrawal penalty of at least seven days' simple interest on amounts withdrawn within the first six days after deposit, subject to those exceptions permissible under Title 12, Part 204 of the Code of Federal Regulations, as from time to time amended.

Sec. 2. Subsection (b) of section 36a-23 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(b) The commissioner may authorize the closing of all banks or Connecticut credit unions in this state or all banks or Connecticut credit unions in any specified towns or counties or any office of any bank or Connecticut credit union whenever it appears to the commissioner that such action is required as a result of an emergency, or for good cause shown.

Sec. 3. Subdivision (1) of subsection (d) of section 36a-65 of the general statutes, as amended by section 1 of public act 01-183, is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(d) (1) The fee for investigating and processing each application is as follows:

(A) Establishment of (i) a branch under subdivision (1) of subsection (b) of section 36a-145, as amended by this act, two thousand dollars; (ii) a mobile branch under subsection (d) of section 36a-145, as amended by this act, one thousand five hundred dollars; (iii) a limited branch under subdivision (1) of subsection (c) of section 36a-145, as amended by this act, one thousand five hundred dollars; (iv) a special need limited branch under subdivision (2) of subsection (c) of section 36a-145, as amended by this act, five hundred dollars; (v) an out-of-state branch under subsection (i) of section 36a-145, as amended by this act, a reasonable fee not to exceed two thousand dollars from which any fees paid to a state other than this state or to a foreign country in connection with the establishment shall be deducted; and (vi) an out-of-state limited or mobile branch under subsection (i) of section 36a-145, as amended by this act, a reasonable fee not to exceed one thousand five hundred dollars from which any fees paid to a state other than this state or to a foreign country in connection with the establishment shall be deducted.

(B) Sale of (i) a branch under subsection (h) of section 36a-145, as amended by this act, two thousand dollars, except there shall be no fee for the sale of a branch of a Connecticut bank to another Connecticut bank or to a Connecticut credit union; and (ii) a limited branch, including a special need limited branch or mobile branch under subsection (h) of section 36a-145, as amended by this act, a fee not to exceed one thousand five hundred dollars.

(C) Relocation of (i) a main office of a Connecticut bank under subsection (a) of section 36a-81, two thousand dollars; and (ii) a branch or a limited branch under subsection (g) of section 36a-145, as amended by this act, five hundred dollars.

(D) Conversions from (i) a branch to a limited branch under subdivision (1) of subsection (c) of section 36a-145, as amended by this act; and (ii) a limited branch to a branch under subdivision [(1)] (4) of subsection (b) of section 36a-145, as amended by this act, five hundred dollars.

(E) Merger or consolidation of a Connecticut bank under section 36a-125, as amended by this act, or subsection (a) of section 36a-126, as amended by this act, two thousand five hundred dollars if two institutions are involved and five thousand dollars if three or more institutions are involved.

(F) Purchase of assets or assumption of liabilities, other than by a Connecticut credit union or federal credit union, under section 36a-210, two thousand five hundred dollars.

(G) Organization of a holding company under section 36a-181, two thousand five hundred dollars.

(H) Organization of any Connecticut bank under section 36a-70, as amended by this act, fifteen thousand dollars, except no fee shall be required for the organization of an interim Connecticut bank.

(I) Reorganization of a mutual savings bank or mutual savings and loan association into a mutual holding company under section 36a-192, five thousand dollars.

(J) Conversions under (i) sections 36a-135 to 36a-138, inclusive, five thousand dollars; (ii) sections 36a-469a, 36a-252, as amended by this act, and 36a-252a, as amended by this act, two thousand five hundred dollars; and (iii) section 10 of [this act] public act 01-183, fifteen thousand dollars.

(K) Acquiring, altering or improving real estate for present or future use of the bank or purchasing real estate adjoining any parcel of real estate owned by the bank under subdivision (33) of subsection (a) of section 36a-250, as amended by this act, five hundred dollars.

Sec. 4. Section 36a-70 of the general statutes, as amended by section 2 of public act 01-183, is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(a) One or more persons may organize a Connecticut bank.

(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. An appeal from the decision approving or disapproving the application may be taken in accordance with chapter 54.

[(k) An appeal from the decision approving or disapproving the application may be taken in accordance with chapter 54. ]

(k) (1) Prior to the issuance of a final certificate of authority, the organizers may (A) with the approval of the commissioner, amend the proposed certificate of incorporation to change (i) the name or the type of the Connecticut bank, (ii) the town in which the main office of the Connecticut bank is to be located, (iii) in the case of a capital stock Connecticut bank, the amount, authorized number and par value, if any, of shares of its capital stock, or (iv) the name of an organizer or prospective initial director of the Connecticut bank; (B) with the approval of the approving authority, amend a material provision of the proposed business plan, or amend the proposed certificate of incorporation to change the minimum amount of equity capital with which the Connecticut bank shall commence business, which amount may be less than its authorized capital but not less than that required by subsection (b) of this section; or (C) file notice with the commissioner to amend the proposed certificate of incorporation to change the occupation or residence, post office or business address of any organizer or prospective initial director of the Connecticut bank.

(2) Upon receipt of an application to change the name of a Connecticut bank under subparagraph (A)(i) of subdivision (1) of this subsection, the commissioner shall cause notice of the filing of such application 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. If, in the opinion of the commissioner, the name selected by the organizers will not tend to confuse the public and if no objection is filed, the commissioner shall approve such change of name. If, in the opinion of the commissioner, the name selected will tend to confuse the public or if an objection is filed, the commissioner shall order a hearing to be held not less than twenty or 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 published in the department's weekly bulletin 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.

(3) The organizers shall file with the Secretary of the State any approval issued pursuant to this subsection, and the approved amendment shall become effective upon such filing. In the case of an amendment notice pursuant to subparagraph (C) of subdivision (1) of this subsection, the organizers shall file such amendment with the Secretary of the State, and such amendment shall become effective upon such filling.

(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, as amended by this act, "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, as amended by this act.

(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. 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, as amended, 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, as amended by this act.

(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, as amended by this act, 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.

Sec. 5. Subsection (h) of section 36a-125 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(h) Upon the effectiveness of the agreement of merger or consolidation, the shareholders, if any, of the constituent banks, except to the extent that they have received cash, property or other securities of the resulting bank or shares or other securities of any other corporation in exchange for or upon conversion of their shares, shall be shareholders of a capital stock resulting bank. Unless such agreement otherwise provides, the resulting bank may require each shareholder to surrender such shareholder's certificates of stock in the constituent bank and in that event no shareholder, until such surrender of that shareholder's certificates, shall be entitled to receive a certificate of stock of the resulting bank or to vote thereon or to collect dividends declared thereon, or to receive cash, property or other securities of the resulting bank, or shares or other securities of any other corporation. Any shareholder of any such constituent bank [who dissents from the merger or consolidation] is entitled to assert [dissenters' rights] appraisal rights and to obtain payment of the fair value of such shareholder's shares under sections 33-855 to 33-872, inclusive, as amended. The rights and obligations of [the objecting] shareholders who assert appraisal rights and the bank shall be determined in accordance with said sections. The stock of a capital stock resulting bank up to an amount of the combined stock of the constituent banks shall be exempt from any franchise tax.

Sec. 6. Subdivision (1) of subsection (a) of section 36a-126 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(a) (1) Except as provided in this subsection, any one or more Connecticut banks may merge or consolidate with one or more federal banks, the resulting bank to continue business as a Connecticut bank, in accordance with the provisions of section 36a-125, as amended by this act, governing the merger and consolidation of two or more Connecticut banks. No such merger or consolidation shall take place if: (A) It involves the acquisition of a bank that has not been in existence and continuously operating for at least five years, unless the commissioner waives this requirement; or (B) the resulting Connecticut bank, including all depository institutions which are affiliates of the resulting Connecticut bank, upon consummation of the merger or consolidation, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits. Any such constituent federal bank shall be considered a constituent bank for purposes of compliance with section 36a-125, as amended by this act, except that with respect to any provision therein governing corporate procedure, including the rights of dissenting members or shareholders who assert appraisal rights, if any, such constituent federal bank shall comply instead with the laws of the United States. Any such constituent federal bank shall also comply with other applicable laws of the United States concerning the merger and consolidation of federal banks with state banks, the resulting bank to continue business under a state charter.

Sec. 7. Section 36a-135 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(a) (1) Any mutual savings bank, federal mutual savings bank, mutual savings and loan association, or federal mutual savings and loan association may convert into a mutual savings bank, federal mutual savings bank, mutual savings and loan association, or federal mutual savings and loan association, in accordance with the provisions of this section and any regulations the commissioner may adopt in accordance with chapter 54 as are necessary to allow such conversions on an equitable basis, provided this section does not apply to the conversion of a mutual federal bank into another mutual federal bank.

(2) Any conversion pursuant to this section involving the conversion of or to a federal mutual savings bank or federal mutual savings and loan association shall be authorized only if permitted by federal law and shall be subject to all requirements prescribed by federal law.

(3) The converting institution shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation, and a certificate by the secretary of the converting institution that the proposed plan of conversion has been approved, in accordance with subdivision (4) of this subsection, by the governing board, and, in the case of a converting savings and loan association, federal savings bank or federal savings and loan association, the depositors or members thereof.

(4) The plan of conversion shall require the approval of a majority of the governing board of the converting institution. In the case of a converting savings and loan association, the plan of conversion shall also require the favorable vote of not less than fifty-one per cent of the votes cast by depositors of such association at a special meeting called to consider such conversion. In the case of a converting federal savings bank or federal savings and loan association, the plan of conversion shall require any vote of depositors or members prescribed by federal law.

(5) In the case of a converting savings and loan association, any depositor may, within fifteen days after written notice given such depositor of such conversion, signify to such association, in writing, such depositor's dissent therefrom. Any such dissenting depositor shall not, as a result of the conversion, become a depositor of the converted institution, and shall be entitled to receive from the converted institution the value of such depositor's savings account in the converting association, to be ascertained by an appraisal, made as the governing board of the converted institution prescribes. If the value so fixed is not satisfactory to such depositor, such depositor may appeal to the commissioner, who shall make a reappraisal, which is final. If the reappraisal exceeds the value fixed by the governing board, the converted institution shall pay the expenses thereof. If the reappraisal does not exceed the value fixed by the governing board, the appellant shall pay the expenses thereof. The value so ascertained shall be a debt due such depositor from such converted institution. Any depositor of a converting association who does not dissent in accordance with this subdivision shall become a depositor of the converted institution and shall receive, without payment, a withdrawable deposit account or accounts in the converted institution equal in withdrawable amount to the withdrawal value of such depositor's deposit account or accounts in the converting association.

(b) In any conversion of a mutual savings bank or mutual savings and loan association to a federal mutual savings bank or federal mutual savings and loan association under this section:

(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that the converting institution has complied with all applicable provisions of law.

(2) After receipt of the commissioner's approval, the converting institution shall promptly file such approval with the Secretary of the State and with the town clerk of the town in which its principal office is located. Upon such filing, and upon the receipt of all necessary approvals required under federal law, the converting institution shall cease to be a mutual savings bank or mutual savings and loan association and shall become a federal mutual savings bank or federal mutual savings and loan association, as the case may be. The converted institution shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency.

(c) In any conversion under this section involving the conversion to a mutual savings bank or mutual savings and loan association:

(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that: (A) The converting institution has complied with all applicable provisions of law; (B) the converting institution has equity capital at least equal to the minimum equity capital required for the organization of a Connecticut bank; and (C) the proposed conversion will serve the public necessity and convenience.

(2) After receipt of the commissioner's approval, the converting institution shall promptly file such approval and its amended certificate of incorporation with the Secretary of the State and with the town clerk of the town in which its principal office is located. Upon such filing, the converting institution ceases to be the type of institution from which it converted and becomes a mutual savings bank or mutual savings and loan association, as the case may be. The converted institution shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency. Upon such conversion, the converted institution possesses all of the rights, privileges and powers granted to it by its amended certificate of incorporation and by the provisions of the general statutes applicable to the type of institution into which it converted, and all of the assets, business and good will of the converting institution are transferred to and vested in it without any deed or instrument of conveyance provided the converting institution may execute any deed or instrument of conveyance as is convenient to confirm such transfer. The converted institution is subject to all of the duties, relations, obligations, trusts and liabilities of the converting institution, whether as debtor, depository, registrar, transfer agent, executor, administrator, trustee or otherwise, and is liable to pay and discharge all such debts and liabilities, to perform all such duties and to administer all such trusts in the same manner and to the same extent as if the converted institution had itself incurred the obligation or liability or assumed the duty, relation or trust. All rights of creditors of the converting institution and all liens upon the property of such institution are preserved unimpaired and the converted institution is entitled to receive, accept, collect, hold and enjoy any and all gifts, bequests, devises, conveyances, trusts and appointments in favor of or in the name of the converting institution and whether made or created to take effect prior to or after the conversion.

(3) The persons named as directors in the amended certificate of incorporation of the converted institution shall be its directors until the first annual election of directors after the conversion or until the expiration of their terms as directors, and have the power to take all necessary actions and to adopt bylaws concerning the business and management of such converted institution.

Sec. 8. Subsection (d) of section 36a-136 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(d) The converting institution shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation and a certificate by the secretary of the converting institution that the proposed plan of conversion has been approved, in accordance with subsection (e) of this section, by the governing board and in the case of a converting savings and loan association, federal savings bank or federal savings and loan association, the depositors or members thereof.

Sec. 9. Section 36a-137 of the general statutes, as amended by section 4 of public act 01-183, is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(a) (1) Any capital stock Connecticut bank or capital stock federal bank may convert into any other capital stock Connecticut bank or capital stock federal bank upon the approval of the conversion by the commissioner, provided this section does not apply to the conversion of a capital stock federal bank to another capital stock federal bank. The requirements of the commissioner's approval and subdivisions (3) to (5), inclusive, of this subsection do not apply to the conversion of a capital stock Connecticut bank into a national banking association.

(2) Any conversion pursuant to this section involving the conversion of or to a capital stock federal bank shall be authorized only if permitted by federal law and shall be subject to all requirements prescribed by federal law.

(3) The converting bank shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation and a certificate by the secretary of the converting bank that the proposed plan of conversion and proposed amended certificate of incorporation have been approved in accordance with subdivision (4) of this subsection by the governing board and the shareholders.

(4) The plan of conversion and proposed amended certificate of incorporation shall require the approval of a majority of the governing board of the converting bank and, in the case of a converting Connecticut bank, the favorable vote of not less than two-thirds of the holders of each class of the bank's capital stock cast at a meeting called to consider such conversion. In the case of a converting federal bank, the plan of conversion shall require any vote of shareholders prescribed by federal law.

(5) Any shareholder of a converting Connecticut bank [who, on or before the date of the shareholders' meeting to vote on such conversion, objects to the conversion by filing a written objection with the secretary of the bank may, within ten days after the effective date of such conversion, make written demand upon the converted bank for payment of such shareholder's stock; and thereafter such shareholder's rights shall be the same as those of a shareholder who dissents from the merger of two or more capital stock Connecticut banks] is entitled to assert appraisal rights and to obtain payment of the fair value of such shareholder's shares under sections 33-855 to 33-872, inclusive, as amended.

(b) In any conversion under this section of a capital stock Connecticut bank to a capital stock federal bank other than a national banking association:

(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that the converting bank has complied with all applicable provisions of law.

(2) After receipt of the commissioner's approval, the converting bank shall promptly file the approval with the Secretary of the State and with the town clerk of the town in which its principal office is located. Upon filing, and upon the receipt of all necessary approvals required under federal law, the converting bank ceases to be a capital stock Connecticut bank and becomes a capital stock federal bank. The converted bank shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency.

(c) In any conversion under this section of a capital stock Connecticut bank to a national banking association, the converting bank shall: (1) File a notice of its intent to convert with the commissioner at the time it submits an application to convert with the Office of the Comptroller of the Currency; and (2) submit its charter, or a copy thereof, to the commissioner upon consummation of the conversion.

(d) In any conversion under this section involving the conversion to a capital stock Connecticut bank:

(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that: (A) The converting bank has complied with all applicable provisions of law; (B) the converting bank has equity capital at least equal to the minimum equity capital for the organization of a Connecticut bank; and (C) the proposed conversion will serve public necessity and convenience.

(2) After receipt of the commissioner's approval, the converting bank shall promptly file such approval and its amended certificate of incorporation with the Secretary of the State and with the town clerk of the town in which its principal office is located. Upon such filing, the converting bank shall cease to be the type of bank from which it converted and shall become a bank and trust company, capital stock savings bank or capital stock savings and loan association, as the case may be. The converted Connecticut bank shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency. Upon such conversion, the converted Connecticut bank possesses all of the rights, privileges and powers granted to it by its amended certificate of incorporation and by the provisions of the general statutes applicable to the type of Connecticut bank into which it converted, and all of the assets, business and good will of the converting bank are transferred to and vested in it without any deed or instrument of conveyance, provided the converting bank may execute any deed or instrument of conveyance as is convenient to confirm such transfer. The converted Connecticut bank is subject to all of the duties, relations, obligations, trusts and liabilities of the converting bank, whether as debtor, depository, registrar, transfer agent, executor, administrator, trustee or otherwise, and is liable to pay and discharge all such debts and liabilities, to perform all such duties and to administer all such trusts in the same manner and to the same extent as if the converted Connecticut bank had itself incurred the obligation or liability or assumed the duty, relation or trust. All rights of creditors of the converting bank and all liens upon the property of such bank are preserved unimpaired and the converted Connecticut bank is entitled to receive, accept, collect, hold and enjoy any and all gifts, bequests, devises, conveyances, trusts and appointments in favor of or in the name of the converting bank and whether made or created to take effect prior to or after the conversion.

(3) The persons named as directors in the amended certificate of incorporation shall be the directors of the converted Connecticut bank until the first annual election of directors after the conversion or until the expiration of their terms as directors, and shall have the power to take all necessary actions and to adopt bylaws concerning the business and management of such Connecticut bank.

(4) No such converted Connecticut bank shall exercise any of the fiduciary powers granted to Connecticut banks by law until express authority therefor has been given by the commissioner, unless such powers were legally exercised by the bank at the time of conversion.

(5) The franchise tax required to be paid by capital stock Connecticut banks on an increase of capital stock shall be paid upon the capital stock of any such converted Connecticut bank converting from a capital stock federal bank, the amount subject to such tax to be determined by deducting from the entire amount of such stock, the amount of the capital stock of the capital stock federal bank upon which such tax was paid during its existence as a capital stock Connecticut bank, if such capital stock federal bank came into existence by virtue of conversion from a capital stock Connecticut bank or by virtue of merger or consolidation of a capital stock Connecticut bank with a capital stock federal bank.

(e) Notwithstanding the provisions of subsection (a) of this section, no reorganized savings institution shall have the power to convert into a bank and trust company, capital stock savings bank or capital stock savings and loan association, as the case may be.

Sec. 10. Section 36a-145 of the general statutes, as amended by section 5 of public act 01-183, is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(a) As used in this section:

(1) "Branch" means any office at a fixed location of a Connecticut bank, other than the main office, at which deposits are received, checks paid and money lent and which maintains minimum banking hours from nine o'clock a. m. until three o'clock p. m. , Monday through Friday.

(2) "Limited branch" means any office at a fixed location of a Connecticut bank at which banking business is conducted other than the main office, branch or mobile branch.

(3) "Mobile branch" means any office of a Connecticut bank at which banking business is conducted which is in fact moved or transported to one or more predetermined locations in accordance with a predetermined schedule.

(4) "Relocate" means to move within the same immediate neighborhood without substantially affecting the nature of the business or customers served.

(b) (1) With the approval of the commissioner, any Connecticut bank may establish a branch in this state.

(2) The commissioner shall not approve the establishment of a branch under this subsection unless the commissioner considers whether: (A) Establishment of the branch will result in an oversaturation of depository institutions in the town in which the branch is to be located or in the area surrounding the town; (B) establishment of the branch is consistent with safe and sound banking practices in the town or the surrounding area; (C) the Connecticut bank seeking approval of the branch intends to operate the branch on a long-term basis; and (D) the Connecticut bank maintains, and will continue to maintain, a reasonable ratio of loans made in the state to deposits received from residents of the state. In determining whether to approve the establishment of a branch under this subsection, the commissioner shall not consider the existence of any office established under subsection (d) of section 36a-425, as amended, by the Connecticut bank, or by a holding company of which the Connecticut bank is a subsidiary, that is situated at or near the location of the branch.

(3) The commissioner shall not approve the establishment of any branch under this subsection unless the commissioner makes the findings required under section 36a-34.

(4) With the approval of the commissioner, any Connecticut bank may convert a limited branch in this state to a branch. The commissioner shall not approve a conversion under this subdivision unless the commissioner considers such factors and makes such findings under subdivisions (2) and (3) of this subsection as the commissioner deems applicable.

(c) (1) With the approval of the commissioner, any Connecticut bank may establish in this state a limited branch, either de novo or resulting from the conversion of a branch, that provides limited services or is open for limited time periods. The commissioner shall not approve the establishment of a limited branch under this subdivision unless the commissioner considers such factors and makes such findings under subdivisions (2) and (3) of subsection (b) of this section as the commissioner deems applicable. The commissioner shall approve such establishment if the commissioner determines that: (A) The interest of the neighborhood where the limited branch is to be located will be served to advantage by the establishment or conversion of the proposed branch, (B) the proposed products, services and banking hours are appropriate to meet the convenience and needs of the neighborhood, and (C) in the case of an establishment resulting from the conversion of a branch to a limited branch, alternative banking services are available in the neighborhood so that any reduction in services or hours will not result in unmet banking needs.

(2) With the approval of the commissioner, any Connecticut bank may establish in this state a special need limited branch that provides limited services or is open for limited time periods in order to meet a special need of the neighborhood in which such limited branch is to be located. The commissioner shall not approve the establishment of a special need limited branch under this subdivision unless the commissioner considers such factors and makes such findings and determinations under subdivision (1) of this subsection as the commissioner deems necessary.

(3) A limited branch or mobile branch shall be conspicuously identified as a branch of the Connecticut bank. The commissioner may condition the approval of such branch with any other requirement that the commissioner deems necessary or appropriate for the protection of depositors or the Connecticut bank.

(d) With the approval of the commissioner for each predetermined location, any Connecticut bank may establish in this state a mobile branch that provides full or limited services or is open for full or limited time periods. The commissioner shall not approve the establishment of a mobile branch under this subsection unless the commissioner makes the considerations, findings and determinations required under subdivision (1) of subsection (c) of this section, provided that in the case of a mobile branch established in order to meet a special need of the neighborhood in which such mobile branch is to be located, the commissioner shall not approve such establishment unless the commissioner makes the considerations and determinations required under subdivision (2) of subsection (c) of this section.

(e) Nothing in this section shall prohibit a Connecticut bank from establishing or operating a branch, limited branch or mobile branch in the same or approximately the same location as another depository institution, or continuing to operate as a branch, limited branch or mobile branch in this state in the same or approximately the same location, the business of any other depository institution which has been acquired by the Connecticut bank.

(f) (1) A Connecticut bank which proposes to close any branch or limited branch shall submit to the commissioner a notice of the proposed closing not later than the first day of the ninety-day period ending on the date proposed for that closing. The notice shall include a detailed statement of the reasons for the decision to close the branch or limited branch and the statistical and other information in support of such reasons. After receipt of the notice, the commissioner may require the Connecticut bank to submit any additional information.

(2) The Connecticut bank shall provide notice of the proposed closing to its customers by:

(A) Posting a notice in a conspicuous manner on the premises of the branch or limited branch proposed to be closed during a period not less than the thirty-day period ending on the date proposed for that closing, and

(B) Including a notice in at least one of any regular account statements mailed to customers of the branch or limited branch proposed to be closed or in a separate mailing, by not later than the beginning of the ninety-day period ending on the date proposed for that closing.

(3) (A) A Connecticut bank which proposes to close any mobile branch shall submit to the commissioner a notice of the proposed closing not later than thirty days prior to the date proposed for such closing. The notice shall include a detailed statement of the reasons for the decision to close the mobile branch and the statistical and other information in support of such reasons. After receipt of the notice, the commissioner may require the Connecticut bank to submit any additional information.

(B) A Connecticut bank which proposes to close any predetermined location of a mobile branch shall notify the commissioner prior to the closing of such location.

(g) With the approval of the commissioner, any Connecticut bank may relocate within this state any branch or limited branch established in this state in accordance with such notice and other requirements as the commissioner may prescribe. [As used in this subsection, "relocate" means to move within the same immediate neighborhood without substantially affecting the nature of the business or customers served. ]

(h) With the approval of the commissioner, a Connecticut bank may sell a branch, limited branch or mobile branch established in this state to any bank, Connecticut credit union or federal credit union. The selling Connecticut bank must have been in existence and continuously operating for at least five years unless the commissioner waives this requirement. The commissioner shall not approve such sale if such acquiring bank or credit union, including all insured depository institutions which are affiliates of the bank or credit union, upon consummation of the sale, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits.

(i) With the approval of the commissioner, a Connecticut bank may establish a branch, limited branch or mobile branch outside of this state in accordance with applicable law. The commissioner shall not grant such approval, unless: (1) The commissioner finds, in accordance with regulations adopted pursuant to chapter 54, that the Connecticut bank has a record of compliance with the requirements of the Community Reinvestment Act of 1977, 12 USC 2901 et seq. , as from time to time amended, sections 36a-30 to 36a-33, inclusive, to the extent applicable, and applicable consumer protection laws; (2) the Connecticut bank is adequately capitalized and the commissioner determines that it will continue to be adequately capitalized; and (3) the Connecticut bank is adequately managed and the commissioner determines that it will continue to be adequately managed. The commissioner may examine and supervise the out-of-state branches of any such Connecticut bank and may enter into agreements with other state or federal banking regulators or similar regulators in a foreign country concerning such examinations or supervision.

(j) With the approval of the commissioner, any Connecticut bank may relocate outside of this state any branch or limited branch established outside of this state in accordance with such notice requirements as the commissioner may prescribe.

(k) With the approval of the commissioner, a Connecticut bank may sell a branch, limited branch or mobile branch established outside of this state. The selling Connecticut bank must have been in existence and continuously operating for at least five years unless the commissioner waives this requirement.

Sec. 11. Subsection (e) of section 36a-194 of the general statutes is repealed and the following is substituted in lieu thereof (Effective from passage):

(e) If at any time, the mutual holding company that does not control a subsidiary holding company of a reorganized savings institution sells or otherwise disposes of ordinarily voting shares in the reorganized savings institution and as a result such mutual holding company no longer owns [more than] at least fifty-one per cent of the ordinarily voting shares of such reorganized savings institution, or if the reorganized savings institution sells substantially all of its assets in a transaction in which substantially all of the deposit liabilities of such reorganized savings institution are assumed and become liabilities of the purchaser of such assets, the commissioner may apply to the superior court for the judicial district of Hartford or the judicial district in which such mutual holding company is situated for the appointment of a receiver to wind up the affairs of the mutual holding company; and the court may appoint such receiver after reasonable notice to the mutual holding company and such reorganized savings institution. Such receivership is governed by the provisions of sections 36a-223 to 36a-239, inclusive.

Sec. 12. Subsection (d) of section 36a-195 of the general statutes is repealed and the following is substituted in lieu thereof (Effective from passage):

(d) A reorganized savings institution, other than that held by a subsidiary holding company, shall have the power to issue to persons other than the mutual holding company of which it is a subsidiary, an amount of common stock and securities convertible into common stock which in the aggregate does not exceed forty-nine per cent of the issued and outstanding common stock of such reorganized savings institution. For purposes of the forty-nine per cent limitation, any issued and outstanding securities that are convertible into common stock shall be considered as issued and outstanding common stock.

Sec. 13. Section 36a-198 of the general statutes is repealed and the following is substituted in lieu thereof (Effective from passage):

[The commissioner may adopt such regulations in accordance with the provisions of chapter 54 as may be necessary to implement the provisions of sections 36a-192 to 36a-199, inclusive. ]

(a) A mutual holding company may establish a subsidiary holding company as a direct subsidiary to hold one hundred per cent of the stock of its reorganized savings institution subsidiary. The formation and operation of the subsidiary holding company may not be utilized as a means to evade or frustrate the purposes of sections 36a-192 to 36a-199, inclusive. The subsidiary holding company may be established either at the time of the initial mutual holding company reorganization or at a subsequent date, subject to the approval of and in accordance with any conditions or limitations imposed by the commissioner. A proposal to establish a subsidiary holding company shall be filed with the commissioner and shall include the proposed certificate of incorporation and bylaws of the subsidiary holding company and any other information required by the commissioner.

(b) For purposes of section 36a-196, the subsidiary holding company shall be treated as a reorganized savings institution issuing stock and shall be subject to the requirements of that section. In the case of a stock issuance by a subsidiary holding company, the aggregate amount of outstanding common stock of the subsidiary holding company owned or controlled by persons other than the subsidiary holding company's mutual holding company parent at the close of the proposed issuance shall be less than fifty-one per cent of the subsidiary holding company's total outstanding common stock.

Sec. 14. Subsection (a) of section 36a-220 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(a) If it appears to the commissioner that (1) the charter of any Connecticut bank or out-of-state bank that maintains in this state a branch as defined in section 36a-410 is forfeited, (2) the public is in danger of being defrauded by such bank, it is unsafe or unsound for such bank to continue business or its assets are being dissipated, (3) such bank is insolvent, or (4) the Federal Deposit Insurance Corporation or its successor agency has terminated insurance of the insurable accounts or deposits of such bank, unless such Connecticut bank has filed an application with the commissioner to convert to an uninsured bank pursuant to section 10 of public act 01-183, the commissioner shall apply to the superior court for the judicial district of Hartford or the judicial district in which the main office of such bank is located for an injunction restraining such bank from conducting business or, in the case of a Connecticut bank, for the appointment of a conservator or for a receiver to wind up its affairs.

Sec. 15. Subsection (a) of section 36a-250 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(a) Except as otherwise provided in subsection (b) of this section, a Connecticut bank may:

(1) Transact a general banking business and exercise by its governing board or duly authorized officers or agents, subject to applicable law, all such incidental powers as are necessary thereto. The express powers authorized for a Connecticut bank under subdivisions (2) to (41), inclusive, of this subsection do not preclude the existence of additional powers deemed to be incidental to the transaction of a general banking business pursuant to this subdivision;

(2) (A) Receive deposits as authorized by and subject to the provisions of sections 36a-290 to 36a-305, inclusive, section 36a-307, sections 36a-315 to 36a-323, inclusive, as amended, and sections 36a-330 to 36a-338, inclusive, including: (i) Savings deposits; (ii) time deposits; (iii) demand deposits; (iv) public funds or money held in a fiduciary capacity; (v) school savings funds; and (vi) club deposits; and (B) pay interest or dividends thereon;

(3) Act as a depository of court and trust funds;

(4) Purchase and sell coins and bullion;

(5) Receive for safekeeping or otherwise all kinds of personal property, including papers, documents and evidences of indebtedness;

(6) Conduct a safe deposit business on its banking premises;

(7) Act (A) as guardian or conservator of the estate of any person, but not of the person, (B) as a trustee, receiver, executor or administrator, or (C) in any other fiduciary capacity, all without bond unless a bond is ordered by the court;

(8) Act as agent or attorney in fact for the holders of securities or the owners of real estate;

(9) Act as transfer agent or registrar of stocks and bonds;

(10) Execute and deliver signature guaranties as may be incidental or usual in the transfer of investment securities;

(11) Act as agent, fiscal agent or trustee for any corporation or for holders of bonds, notes or other securities, and pledge assets to secure deposits in its banking department when (A) made by it as trustee under a trust indenture for the holders of revenue bonds issued by this state, any municipality, district, municipal corporation or authority or political subdivision thereof, and the express provisions of the authority or its political subdivision, and the express provisions of the trust indenture require the deposit to be so secured, (B) made by it as fiscal agent for a housing authority in connection with a federally-assisted housing project and federal regulations or other requirements call for the deposits to be so secured, or (C) made by it to secure deposits in individual retirement accounts and qualified retirement plan accounts, established in accordance with the applicable provisions of the Internal Revenue Code of 1986, or any prior or subsequent corresponding internal revenue code of the United States, as from time to time amended, where such deposits exceed the maximum of federal deposit insurance available for such accounts;

(12) Act as fiscal agent for this state or any of its political subdivisions when authorized by the executive head of this state or of the political subdivision;

(13) Act as agent (A) in the collection of taxes for any qualified treasurer of any taxing district or qualified collector of taxes or (B) for any electric, electric distribution, gas, water or telephone company operating within this state in receiving moneys due that company for utility services furnished by it;

(14) Act as agent for the sale, issue and redemption of obligations of the United States and pledge assets to the United States or to the proper federal reserve bank for its obligations as that agent;

(15) (A) Act as agent for an insured depository institution affiliate in receiving deposits, renewing time deposits, closing loans, servicing loans and receiving payments on loans and other obligations, and in so doing shall not be considered to be a branch of such affiliate;

(B) A Connecticut bank may not conduct any activity as an agent under subparagraph (A) of this subdivision which such bank is prohibited from conducting as a principal;

(16) Act as treasurer of any organization exempt from federal income taxation under Section 501 of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended;

(17) Establish a charitable fund, either in the form of a charitable trust or a nonprofit corporation to assist in making charitable contributions, provided (A) the trust or nonprofit corporation is exempt from federal income taxation and may accept charitable contributions under Section 501 of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, (B) the trust or nonprofit corporation's operations shall be disclosed fully to the commissioner upon request, and (C) the trust department of the bank or one or more directors or officers of the bank act as trustees or directors of the fund;

(18) In the discretion of a majority of its governing board, make contributions or gifts to or for the use of any corporation, trust or community chest, fund or foundation created or organized under the laws of the United States or of this state and organized and operated exclusively for charitable, educational or public welfare purposes, or of any hospital which is located in this state and which is exempt from federal income taxes and to which contributions are deductible under Section 501(c) of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended;

(19) Discount, purchase and sell accounts receivable, negotiable and nonnegotiable promissory notes, drafts, bills of exchange and other forms of indebtedness;

(20) (A) Accept for payment at future dates drafts drawn upon it, and (B) except as provided in section 36a-299, sell or issue without charge negotiable checks or drafts drawn by or on the bank. Negotiable checks or drafts drawn, sold or issued by a bank may be drawn on that bank or be payable by or through another bank or out-of-state bank;

(21) Make secured and unsecured loans and issue letters of credit as authorized by and subject to section 36a-260;

(22) (A) Issue credit cards and debit cards and enter into card agreements with the bank's card holders and with other card issuers, (B) lend money to individuals, honor drafts and similar orders drawn or accepted, whether by written instrument or electronic transmission, and pay and agree to pay obligations incurred in connection with those agreements, (C) become affiliated with any credit card corporation or association, and (D) subject to sections 36a-155 to 36a-159, inclusive, where applicable, provide electronic fund transfer facilities and services and enter into agreements with customers and other persons regarding the provision of such facilities;

(23) Provide home banking services to customers as provided in section 36a-170;

(24) Contract for and pay the premiums upon life insurance in the amount of the unpaid balance due on loans;

(25) Borrow money and pledge assets therefor, and pledge assets to secure trust funds on deposit awaiting investment;

(26) Enter into leases of personal property acquired upon the specific request of and for the use of a prospective lessee;

(27) Make investments as authorized by this title;

(28) Sell to any person, including any state or federal agency or instrumentality, any loan or group of loans legally owned by the bank, repurchase any such loan or group of loans, and act as collecting, remitting and servicing agent in connection with any such loans and charge for its acts as agent. Any such bank is authorized to purchase the minimum amount of capital stock of the applicable agency or instrumentality if required by that entity to be purchased in connection with the assignment of loans to that entity and to hold and dispose of that stock;

(29) With the approval of the commissioner, deal in and underwrite, to the same extent as is permitted to a national banking association, obligations of: (A) The United States or any of its agencies; (B) any state or any political subdivision or instrumentality of the state or (C) Canada, any province of Canada or any political subdivision of Canada;

(30) Issue and sell securities which (A) are guaranteed by the Federal National Mortgage Association or any other agency or instrumentality authorized by state or federal law to create a secondary market with respect to loans of the type originated by the bank, or (B) subject to the approval of the commissioner, relate to loans originated by the bank and are guaranteed or insured by a financial guaranty insurance company or comparable private entity;

(31) Subject to the approval of the commissioner, authorize the issuance and sale of evidences of indebtedness, including debentures, debt instruments of all maturities and capital notes, at such times, in such amount and upon such terms as are determined by the governing board, provided the issuance of such evidences of indebtedness which are payable on demand or mature within five years of their issuance or which are effected in the ordinary course of business do not require the approval of the commissioner. The proceeds of such evidences of indebtedness which mature after five years of their issuance which are subordinate to the claims of depositors upon liquidation of the bank shall be considered part of its capital for the purpose of computing any loan, deposit or investment limitation under this title;

(32) With the approval of and upon such conditions and under such regulations as may be prescribed or adopted by the commissioner, establish and maintain one or more mutual funds and offer to the public shares or participations therein;

(33) With the written approval of the commissioner: (A) Acquire, alter or improve real estate for present or future use in the business of the bank, except that approval of the commissioner is not necessary in case of the alteration or improvement of real estate already owned by the bank or a corporation controlled by it as provided in subsection (d) of section 36a-276, if the expenditure for such purposes does not in any one calendar year exceed five per cent of the bank's equity capital and reserves for loan and lease losses or five hundred thousand dollars, whichever is less; (B) purchase real estate adjoining any parcel of real estate then owned by it and acquired in the usual course of business, provided the aggregate of all investments and loans authorized in subparagraphs (A) and (B) of this subdivision and in the equipment used by such bank in its operations, together with the amount of any indebtedness incurred by any corporation holding real estate of the bank and such bank's proportionate share, computed according to stock ownership, of any indebtedness incurred by any service corporation, does not exceed fifty per cent of the equity capital and reserves for loan and lease losses of the bank, unless the commissioner finds that the rental income from any part of the premises not occupied by the bank will be sufficient to warrant larger investment;

(34) Convey any real estate owned by it at the price and upon such terms of payment as its governing board or an authorized committee thereof determines and sets forth in the bank's records. If any such sale is wholly or partly for credit, a note secured by a first mortgage on the real estate may evidence that credit. With the written approval of the commissioner, the bank may accept other real estate in whole or in part for any such conveyance;

(35) Establish and maintain an international banking facility, as defined in regulations adopted by the Board of Governors of the Federal Reserve System, subject to such regulations as the commissioner may adopt, in accordance with chapter 54, to specify, and impose restrictions upon, the types of activities in which the international banking facility may engage;

(36) Join the Federal Reserve System;

(37) With the approval of the commissioner, join the Federal Home Loan Bank System and borrow funds as provided under federal law;

(38) Even if not expressly authorized to exercise fiduciary powers, act as trustee or custodian of a plan which qualifies as part of a retirement plan for self-employed individuals or an individual retirement account under the provisions of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, if the governing instrument limits the investment of the funds held pursuant to such plan to the following investments: (1) Savings deposits and time deposits; and (2) with respect to retirement plans for self-employed individuals, notes of members in such plans which evidence the indebtedness of such members for funds borrowed from the plans. Funds held pursuant to any plan which so qualifies may be deposited in any Connecticut bank without regard to any statutory limit on the amount which such bank may have on deposit from one depositor;

(39) Sell insurance and fixed and variable annuities directly, sell insurance and such annuities indirectly through a subsidiary, or enter into arrangements with third-party marketing organizations for the sale by such third-party marketing organizations of insurance or such annuities on the premises of the Connecticut bank or to customers of the Connecticut bank; provided (A) such insurance and annuities are issued or purchased by or from an insurance company licensed in accordance with section 38a-41, and (B) the Connecticut bank, subsidiary or third-party marketing organization, and any officer or employee thereof, shall be licensed as required by section 38a-769 before engaging in any of the activities authorized by this subdivision. As used in this subdivision, "annuities" and "insurance" have the same meanings as set forth in section 38a-1, except that "insurance" does not include title insurance. The provisions of this subdivision do not authorize a Connecticut bank or a subsidiary of a Connecticut bank to underwrite insurance or annuities;

(40) With the prior written approval of the commissioner, engage in closely related activities, unless the commissioner determines that any such activity shall be conducted by a subsidiary of the Connecticut bank, utilizing such organizational, structural or other safeguards as the commissioner may require, in order to protect the Connecticut bank from exposure to loss. As used in this subdivision, "closely related activities" means those activities that are closely related to the business of banking, are convenient and useful to the business of banking, are reasonably related to the operation of a Connecticut bank or are financial in nature including, but not limited to, business and professional services, data processing, courier and messenger services, credit-related activities, consumer services, services related to real estate, financial consulting, tax planning and preparation, community development activities, any activities reasonably related to such activities, or any activity permitted under the Bank Holding Company Act of 1956, 12 USC Section 1841 et seq. , as from time to time amended, or the Home Owners' Loan Act of 1933, 12 USC Section 1461 et seq. , as from time to time amended, or the regulations promulgated under such acts as from time to time amended; and

(41) Engage in any activity that a federal bank or an out-of-state bank may be authorized to engage in under federal or state law, provided the Connecticut bank shall file with the commissioner prior written notice of its intention to engage in such activity. Such notice shall include a description of the activity, a description of the financial impact of the activity on the Connecticut bank, citation of the legal authority to engage in the activity under federal or state law, a description of any limitations or restrictions imposed on such activity under federal or state law, and any other information that the commissioner may require. The Connecticut bank may engage in such activity unless the commissioner disapproves such activity not later than thirty days after the notice is filed. The commissioner may adopt regulations in accordance with chapter 54 to ensure that any such activity is conducted in a safe and sound manner with adequate consumer protections. The provisions of this subdivision do not authorize a Connecticut bank or a subsidiary of a Connecticut bank to sell title insurance.

Sec. 16. Section 36a-252 of the general statutes, as amended by section 7 of public act 01-183, is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(a) Any community bank organized pursuant to subsection (r) of section 36a-70, as amended by this act, may, upon the approval of the commissioner, convert to a Connecticut bank that is authorized to operate without the limitations provided in subdivision (3) of subsection (r) of section 36a-70, as amended by this act.

(b) A community bank that proposes to convert shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation and a certificate by the secretary of the community bank that the proposed plan of conversion and proposed amended certificate of incorporation have been approved in accordance with subsection (c) of this section.

(c) The proposed plan of conversion and proposed amended certificate of incorporation shall require the approval of a majority of the governing board of the community bank and the favorable vote of not less than two-thirds of the holders of each class of the bank's capital stock, if any, or, in the case of a mutual community bank, the corporators thereof, cast at a meeting called to consider such conversion.

(d) Any shareholder of a capital stock community bank that proposes to convert who, on or before the date of the shareholders' meeting to vote on such conversion, objects to the conversion by filing a written objection with the secretary of such bank may, within ten days after the effective date of such conversion, make written demand upon the bank for payment of such shareholder's stock. Any such shareholder that makes such objection and demand shall have the same rights as those of a shareholder who [dissents from] asserts appraisal rights with respect to the merger of two or more capital stock Connecticut banks.

(e) The commissioner shall approve a conversion under this section if the commissioner determines that: (1) The community bank has complied with all applicable provisions of law; (2) the community bank has equity capital of at least five million dollars; (3) the community bank has received satisfactory ratings on its most recent state or federal safety and soundness examination and Community Reinvestment Act examination; and (4) the proposed conversion will serve the public necessity and convenience.

(f) After receipt of the commissioner's approval, the community bank shall promptly file such approval and its amended certificate of incorporation with the Secretary of the State and with the town clerk of the town in which its principal office is located. Upon such filing, the bank shall cease to be a community bank subject to the limitations provided in subdivision (3) of subsection (r) of section 36a-70, as amended by this act, and shall be a Connecticut bank possessed of all rights, privileges and powers granted to it by its amended certificate of incorporation and by the provisions of the general statutes applicable to its type of Connecticut bank, and all of the assets, business and good will of the community bank shall be transferred to and vested in such Connecticut bank without any deed or instrument of conveyance, provided the converting bank may execute any deed or instrument of conveyance as is convenient to confirm such transfer. Such Connecticut bank shall be subject to all of the duties, relations, obligations, trusts and liabilities of the community bank, whether as debtor, depository, registrar, transfer agent, executor, administrator or otherwise, and shall be liable to pay and discharge all such debts and liabilities, to perform all such duties in the same manner and to the same extent as if the Connecticut bank had itself incurred the obligation or liability or assumed the duty or relation. All rights of creditors of the community bank and all liens upon the property of such bank shall be preserved unimpaired and the Connecticut bank shall be entitled to receive, accept, collect, hold and enjoy any and all gifts, bequests, devises, conveyances, trusts and appointments in favor of or in the name of the community bank and whether made or created to take effect prior to or after the conversion.

(g) The persons named as directors in the amended certificate of incorporation shall be the directors of such Connecticut bank until the first annual election of directors after the conversion or until the expiration of their terms as directors, and shall have the power to take all necessary actions and to adopt bylaws concerning the business and management of such Connecticut bank.

(h) No such Connecticut bank may exercise any of the fiduciary powers granted to Connecticut banks by law until express authority therefor has been given by the commissioner, unless such authority was previously granted to the community bank.

(i) The franchise tax required to be paid by capital stock Connecticut banks upon an increase of capital stock shall be paid upon the capital stock of any such Connecticut bank, provided, any franchise tax paid by the community bank shall be subtracted from any amount owed under this subsection.

Sec. 17. Section 36a-252a of the general statutes, as amended by section 6 of public act 01-10 and section 9 of public act 01-183, is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(a) Any Connecticut bank that is an uninsured bank, as defined in subsection (t) of section 36a-70, as amended by this act, or any Connecticut bank that functions solely in a fiduciary capacity, may, upon the approval of the commissioner, convert to a Connecticut bank that is authorized to accept retail deposits, as defined in subsection (t) of section 36a-70, as amended by this act, and operate without the limitations provided in subdivisions (3) and (4) of subsection (t) of section 36a-70, as amended by this act, or subsection (b) of section 36a-250.

(b) The converting bank shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation and a certificate by the secretary of the converting bank that the proposed plan of conversion and proposed amended certificate of incorporation have been approved in accordance with subsection (c) of this section.

(c) The proposed plan of conversion and proposed amended certificate of incorporation shall require the approval of a majority of the governing board of the converting bank and the favorable vote of not less than two-thirds of the holders of each class of the converting bank's capital stock, if any, or in the case of a converting mutual bank, the corporators thereof, cast at a meeting called to consider such conversion.

(d) Any shareholder of a capital stock Connecticut bank that proposes to convert under this section, who, on or before the date of the shareholders' meeting to vote on such conversion, objects to the conversion by filing a written objection with the secretary of such bank may, within ten days after the effective date of such conversion, make written demand upon the bank for payment of such shareholder's stock. Any such shareholder that makes such objection and demand shall have the same rights as those of a shareholder [who dissents from] that asserts appraisal rights with respect to the merger of two or more capital stock Connecticut banks.

(e) The commissioner shall approve a conversion under this section if the commissioner determines that: (1) The converting bank has complied with all applicable provisions of law; (2) the converting bank has equity capital of at least five million dollars; (3) the converting bank has received satisfactory ratings on its most recent safety and soundness examination; (4) the proposed conversion will serve the public necessity and convenience; and (5) the converting bank will provide adequate services to meet the banking needs of all community residents, including low-income residents and moderate-income residents to the extent permitted by its charter, in accordance with a plan submitted by the converting bank to the commissioner, in such form and containing such information as the commissioner may require. Upon receiving any such plan, the commissioner shall make the plan available for public inspection and comment at the Department of Banking and cause notice of its submission and availability for inspection and comment to be published in the department's weekly bulletin. With the concurrence of the commissioner, the converting bank shall publish, in the form of a legal advertisement in a newspaper having a substantial circulation in the area, notice of such plan's submission and availability for public inspection and comment. The notice shall state that the inspection and comment period will last for a period of thirty days from the date of publication. The commissioner shall not make such determination until the expiration of the thirty-day period. In making such determination, the commissioner shall, unless clearly inapplicable, consider, among other factors, whether the plan identifies specific unmet credit and consumer banking needs in the local community and specifies how such needs will be satisfied, provides for sufficient distribution of banking services among branches or satellite devices, or both, located in low-income neighborhoods, contains adequate assurances that banking services will be offered on a nondiscriminatory basis and demonstrates a commitment to extend credit for housing, small business and consumer purposes in low-income neighborhoods.

(f) After receipt of the commissioner's approval, the converting bank shall promptly file such approval and its amended certificate of incorporation with the Secretary of the State and with the town clerk of the town in which its principal office is located. Upon such filing, the bank shall cease to be an uninsured bank subject to the provisions of subdivisions (3) and (4) of subsection (t) of section 36a-70, as amended by this act, or a Connecticut bank organized to function solely in a fiduciary capacity, subject to the limitations provided in subsection (b) of section 36a-250, and shall be a Connecticut bank subject to all of the requirements and limitations and possessed of all rights, privileges and powers granted to it by its amended certificate of incorporation and by the provisions of the general statutes applicable to its type of Connecticut bank. Such Connecticut bank shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency. Upon such filing with the Secretary of the State and with the town clerk, all of the assets, business and good will of the converting bank shall be transferred to and vested in such Connecticut bank without any deed or instrument of conveyance, provided the converting bank may execute any deed or instrument of conveyance as is convenient to confirm such transfer. Such Connecticut bank shall be subject to all of the duties, relations, obligations, trusts and liabilities of the converting bank, whether as debtor, depository, registrar, transfer agent, executor, administrator or otherwise, and shall be liable to pay and discharge all such debts and liabilities, and to perform all such duties in the same manner and to the same extent as if the Connecticut bank had itself incurred the obligation or liability or assumed the duty or relation. All rights of creditors of the converting bank and all liens upon the property of such bank shall be preserved unimpaired and the Connecticut bank shall be entitled to receive, accept, collect, hold and enjoy any and all gifts, bequests, devises, conveyances, trusts and appointments in favor of or in the name of the converting bank and whether made or created to take effect prior to or after the conversion.

(g) The persons named as directors in the amended certificate of incorporation shall be the directors of such Connecticut bank until the first annual election of directors after the conversion or until the expiration of their terms as directors, and shall have the power to take all necessary actions and to adopt bylaws concerning the business and management of such Connecticut bank.

(h) No such Connecticut bank resulting from the conversion of an uninsured bank may exercise any of the fiduciary powers granted to Connecticut banks by law until express authority therefor has been given by the commissioner, unless such authority was previously granted to the converting bank.

(i) The franchise tax required to be paid by capital stock Connecticut banks upon an increase of capital stock shall be paid upon the capital stock of any such Connecticut bank, provided, any franchise tax paid by the converting bank shall be subtracted from any amount owed under this subsection.

Sec. 18. Section 36a-434a of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(a) Any out-of-state trust company, whether or not owned or controlled by an out-of-state holding company or a foreign banking corporation, as defined in subsection (a) of section 36a-425, may, with the approval of the commissioner, establish and maintain an office in this state to act as a fiduciary or engage in a trust business in this state, provided the laws of the state in which such trust company is chartered authorize (1) similar companies chartered in this state to act as a fiduciary, and (2) banks organized to function solely in a fiduciary capacity to establish and maintain such office in such state. Such approved out-of-state trust company shall be deemed to transact business in this state for the purposes of section 33-920, subsection (a) of section 33-1210, section 34-223, as amended, or section 34-429 and shall comply with the applicable requirements of said sections. Application for approval to establish and maintain an office pursuant to this section shall be made on forms prescribed by the commissioner. Such application shall state the minimum equity capital of the out-of-state trust company which shall be at least two million dollars. Such application shall be accompanied by evidence of compliance with the applicable requirements of the regulator in the state in which the out-of-state trust company is chartered for the establishment and maintenance of such office and the bond required under section 36a-434b. The out-of-state trust company shall pay to the commissioner, at the time of making such application, a nonrefundable fee of one thousand five hundred dollars. The [application shall be deemed approved and the applicant may commence business at the office unless the] commissioner [disapproves] shall approve or disapprove the application within thirty days after the application has been filed with the commissioner. The thirty-day period of review may be extended by the commissioner, in writing, on a determination that the application raises issues that require additional information or additional time for analysis.

(b) The commissioner may approve the application if the commissioner finds that: (1) The proposed managers of the office have the capacity and fitness for the duties and responsibilities with which they will be charged; (2) the out-of-state trust company has sufficient financial resources to undertake its proposed activities; and (3) the establishment of the office is in the public interest.

Sec. 19. Subsection (c) of section 10 of public act 01-183 is repealed and the following is substituted in lieu thereof (Effective October 1, 2002):

(c) The proposed plan of conversion and proposed amended certificate of incorporation shall require the approval of a majority of the governing board of the converting bank and the favorable vote of not less than two-thirds of the holders of each class of the bank's capital stock, if any, or, in the case of a mutual bank, the corporators thereof, cast at a meeting called to consider such conversion.

Approved May 9, 2002