Sec. 36a-100. (Formerly Sec. 36-126b). Benefits for officers and employees. (a)
Any Connecticut bank, or two or more Connecticut banks together may, in the discretion
of a majority, and in the case of benefits for directors and their families of two-thirds,
of each of such bank's entire governing board, provide death benefits, disability benefits,
accident benefits, hospital, medical, surgical and dental benefits, incentive savings benefits, severance benefits, retirement benefits and other employee benefits, for its active
and retired directors, officers and employees and their families. The Connecticut Bankers Association, the Savings Bank Life Insurance Company, and any other association
or corporation affiliated with Connecticut banks may participate in any such plan.
(b) The provisions of this section shall be subject to the conditions and requirements
imposed by the Employee Retirement Income Security Act of 1974, Public Law 93-406, and its amendments.
(P.A. 73-154, S. 1, 3; P.A. 76-43, S. 1, 2; P.A. 78-121, S. 85, 113; P.A. 86-104, S. 1, 2; P.A. 94-122, S. 51, 340.)
History: P.A. 76-43 replaced former Subsec. (b) governing group life insurance with new provisions and deleted Subsec.
(c) re retirement date and benefits; P.A. 78-121 substituted "governing board" for "board of directors or trustees"; P.A.
86-104 amended Subsec. (a) to delete provision specifying that benefits paid by bank to active or retired officers, employees
or their families may be paid directly by bank or by corporate trustee or insurance company; P.A. 94-122 gave all banks
express authority to provide benefits to officers and employees by a majority vote of the board, added similar authority
for directors by a two-thirds vote and allowed the Connecticut Bankers' Association instead of the Savings Banks' Association to participate in such plans, effective January 1, 1995; Sec. 36-126b transferred to Sec. 36a-100 in 1995.
Sec. 36a-101. Oath or affirmation by directors. Each director of a Connecticut
bank, upon such director's election, shall take and subscribe to an oath or affirmation
that the director: (1) Will diligently and honestly perform the duties of director in administering the affairs of the Connecticut bank; (2) will remain responsible for the performance of the duties of director even if the director delegates the performance of such
duties; and (3) will not knowingly or wilfully permit the violation of any law or regulation
applicable to Connecticut banks. Each such oath or affirmation shall be recorded in the
minutes of the Connecticut bank, and the Connecticut bank shall promptly file a copy
of such minutes with the Banking Commissioner.
(P.A. 03-259, S. 28.)
History: (Revisor's note: In 2005, a reference to "Commissioner of Banking" was changed editorially by the Revisors
to "Banking Commissioner" to conform with P.A. 03-84).
Sec. 36a-102. Identification of directors and officers. The Banking Commissioner, in the commissioner's discretion and in accordance with section 29-17a, may
arrange for the fingerprinting or for conducting any other method of positive identification required by the State Police Bureau of Investigation of each director of a Connecticut
bank upon such director's re-election and each new officer of a Connecticut bank upon
such officer's employment, to be used in conducting a criminal history records check.
(P.A. 03-259, S. 32.)
History: (Revisor's note: In 2005, a reference to "Commissioner of Banking" was changed editorially by the Revisors
to "Banking Commissioner" to conform with P.A. 03-84).
Secs. 36a-103 and 36a-104. Reserved for future use.
PART IV
SHARES AND DIVIDENDS
Sec. 36a-105. (Formerly Sec. 36-88). Authorization and issuance of additional
shares. (a) Chapter 601 shall govern the terms of issuance of shares of stock of a capital
stock Connecticut bank newly organized under section 36a-70. Any share, when issued,
shall be issued at not less than par value, if any, or, if such shares are issued without par
value, for such consideration as may be fixed from time to time by the governing board,
unless the certificate of incorporation reserves to the shareholders the right to fix the
consideration.
(b) Any capital stock Connecticut bank may increase its authorized capital stock to
any amount approved by the commissioner. An amendment to the certificate of incorporation of such bank increasing or decreasing its authorized capital stock shall be executed
and filed as provided in section 33-608. No such amendment shall become effective
until a certificate from the commissioner approving such increase or decrease has been
filed with the Secretary of the State.
(c) Any increase in authorized capital stock made under the provisions of subsection
(b) of this section shall be by the affirmative vote of the holders of a majority of the
shares, or of each class of shares, entitled to vote thereon at a meeting noticed and called
for that purpose. The governing board of such bank may provide for the issuance from
time to time of its authorized but unissued stock and, except as otherwise provided by
law, may determine all matters with respect thereto.
(d) When the authorized capital stock of any such capital stock Connecticut bank
is increased under subsection (b) of this section and the shares are issued at a price in
excess of the par value, if any, such excess received over the par value shall be credited
to the surplus account of the capital stock Connecticut bank. In case of the issuance of
shares without par value, the entire amount of consideration received therefor, expressed
in dollars, shall constitute stated capital unless, at any time before sixty days after the
issuance of such shares, the governing board allocates to capital surplus any portion
thereof.
(1949 Rev., S. 5807; 1957, P.A. 376; 1963, P.A. 74, S. 3; 1967, P.A. 367, S. 1-4; 551, S. 3, 4; P.A. 73-179, S. 1, 2;
P.A. 85-188, S. 2; 85-379, S. 8; P.A. 86-403, S. 68, 132; P.A. 92-12, S. 33; P.A. 94-122, S. 52, 340; P.A. 96-271, S. 190,
254; P.A. 97-246, S. 96, 99.)
History: 1963 act rephrased Subsec. (1), deleting reference to provisions of statutes re payment of fees, filing certificates
and returns, etc. and requirement that copy of certificate authorizing increase be filed with town clerk of town where bank
and trust company is located and adding provision re when increase or decrease in stock takes effect, required in Subsec.
(2) that vote be "at least" rather than "more than" two-thirds and added provision re issuance of authorized but unissued
stock by governing board and in Subsec. (3) added reference to Sec. 36-89a and substituted reference to Sec. 33-348(d)
for "by such vote"; 1967 acts substituted references to bank commissioner (later banking commissioner) for references to
banking commission in Subsecs. (1) and (4) to (6) and later repealed Subsecs. (4) to (6) and added new Subsecs. (4) and
(5) containing similar provisions; P.A. 73-179 inserted new Subsec. (5), renumbering former Subsec. (5) accordingly; P.A.
85-188 and 85-379 referred to state capital stock bank rather than state bank and trust company, reduced the number of
shareholders needed to vote certain actions from two-thirds to a majority of shares entitled to vote and added provision
specifying that split-up or division of shares without increasing capital is not to be construed as a share dividend; P.A. 86-403 made technical changes; P.A. 92-12 redesignated Subsecs. and made technical changes; P.A. 94-122 inserted new
Subsec. (a) re issuance of shares of a newly organized capital stock bank, renumbered former Subsecs. (a) and (b) as
Subsecs. (b) and (c), deleted provisions of former Subsec. (c) re issuance, subscription and assignation of such stock and
relettered the remainder as Subsec. (d), allowed no par value stocks to be authorized during an increase in authorized shares
in new Subsec. (d), and deleted former Subsecs. (d), (e) and (f), effective January 1, 1995; Sec. 36-88 transferred to Sec.
36a-105 in 1995; P.A. 96-271 amended Subsec. (a) to replace reference to Sec. 33-340 with chapter 601 and amended
Subsec. (b) to delete provision re execution and filing of amendment when the authorized capital stock is increased or
decreased "by amending the par value of its shares, or by some other means," and replace reference to Sec. 33-285 with
Sec. 33-422, effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to replace reference to Sec. 33-422 with Sec.
33-608, effective June 27, 1997.
Sec. 36a-106. (Formerly Sec. 36-89b). Preferred shares. Capital notes and debentures. (a) Subject to the approval of the commissioner, any capital stock Connecticut
bank may increase its authorized capital stock and provide for the issuance of nonassessable preferred shares of one or more classes in accordance with chapter 601.
(b) Preferred shares, capital notes and debentures which are convertible into shares
of common stock shall be subject to the limitations of subsection (f) of section 33-672.
(c) Before the issuance of preferred shares, any provision of which is fixed or determined by the governing board in accordance with section 33-666, the governing board
shall amend the certificate of incorporation of the capital stock Connecticut bank as
provided in section 33-666.
(d) Upon payment of the consideration fixed for the issuance thereof, which shall
be not less than the par value thereof, in the case of shares having a par value, or not
less than the stated capital thereof, in the case of shares without par value, any preferred
stock issued in compliance with this section shall be fully paid and nonassessable.
(1967, P.A. 551, S. 6; 1969, P.A. 185, S. 1; 504, S. 12; P.A. 85-188, S. 4; 85-379, S. 10; P.A. 86-403, S. 69, 132; P.A.
91-357, S. 19, 78; P.A. 92-12, S. 34; P.A. 94-122, S. 53, 340; P.A. 96-271, S. 191-193, 254; P.A. 03-158, S. 13.)
History: 1969 acts repealed former Subsec. (5) of the 1967 supplement which had stated that dividends payable on
preferred shares and interest payable on capital notes or debentures shall not exceed six per cent of par value or principal
amount and renumbered remaining Subsecs; P.A. 85-188 and P.A. 85-379 referred to state capital stock bank rather than
state bank and trust company, eliminated the one hundred dollar required par value for state bank and trust company
preferred shares and eliminated the required stockholder vote for increasing authorized shares; P.A. 86-403 made technical
changes; P.A. 91-357 made a technical change in Subsec. (4); P.A. 92-12 redesignated Subsecs. and Subdivs. and made
technical changes; P.A. 94-122 deleted Subdiv. (2) of Subsec. (a) re the issuance of evidences of indebtedness in the form
of capital notes or debentures, deleted Subsec. (b) re the governing board's determination of the terms and conditions of
such issuance, renumbered former Subsecs. (c), (d) and (e) as Subsecs. (b), (c) and (d), deleted Subsec. (f) and made
technical and conforming changes, effective January 1, 1995; Sec. 36-89b transferred to Sec. 36a-106 in 1995; P.A. 96-271 amended Subsec. (a) to replace reference to chapter 599 with chapter 601, amended Subsec. (b) to replace reference
to "section 33-349" with "subsection (f) of section 33-672" and amended Subsec. (c) to replace reference to "subsection
(b) of section 33-341" with "subsection (a) of section 33-666" and "subdivision (2) of subsection (b) of section 33-360"
with "subsection (d) of section 33-666", effective January 1, 1997; P.A. 03-158 amended Subsec. (c) by deleting "subsection
(a) of" and "subsection (d) of" in references to Sec. 33-666.
Sec. 36a-107. Reduction of capital stock and change in par value. Subject to
the approval of the commissioner, any capital stock Connecticut bank may, by the affirmative vote of the holders of a majority of the shares, or of each class of shares, entitled
to vote thereon at a meeting noticed and held for that purpose, reduce its capital stock
and the number of its shares, or increase or decrease the par value of its shares of capital
stock. The bank may not take such action if it would result in the reduction of the capital
stock below the minimum requirements for a new capital stock Connecticut bank as
required by section 36a-70 unless otherwise ordered in writing by the commissioner.
(P.A. 94-122, S. 54, 340.)
History: P.A. 94-122 effective January 1, 1995.
Sec. 36a-108. (Formerly Sec. 36-89a). Preemptive rights of holders of capital
stock. The preemptive rights of the holders of the capital stock of a capital stock Connecticut bank shall be determined in accordance with section 33-683.
(1963, P.A. 74, S. 6; P.A. 85-188, S. 3; 85-379, S. 9; P.A. 94-122, S. 55, 340; P.A. 96-271, S. 194, 254.)
History: P.A. 85-188 and P.A. 85-379 replaced reference to "state bank and trust company" with reference to "state
capital stock bank"; P.A. 94-122 made a technical change, effective January 1, 1995; Sec. 36-89a transferred to Sec. 36a-108 in 1995; P.A. 96-271 replaced reference to Sec. 33-343 with Sec. 33-683, effective January 1, 1997.
Sec. 36a-109. Rights or options to purchase shares. The rights of a capital stock
Connecticut bank to issue or grant rights or options entitling the holders thereof to
purchase authorized shares from such bank shall be determined in accordance with
section 33-675, provided no such rights or options shall be issued or granted to directors,
officers or employees of the bank, or of a subsidiary thereof, unless such issue or grant
is approved by shareholders of the bank within twelve months before or after the date
such issuance or grant is made, or is authorized by and consistent with a plan approved
by shareholders of the bank within twelve months before or after the date such plan is
adopted, which plan shall be set forth or incorporated by reference in the instrument or
instruments evidencing such rights or options.
(P.A. 94-122, S. 56, 340; P.A. 96-271, S. 195, 254.)
History: P.A. 94-122 effective January 1, 1995; P.A. 96-271 replaced reference to Sec. 33-344 with Sec. 33-675 and
added proviso re prohibition on issuance or granting of such rights or options to directors, officers or employees of the
bank or of a subsidiary thereof unless approved by the shareholders or in accordance with a plan approved by the shareholders, effective January 1, 1997.
Sec. 36a-110. Dividends. (a) Except for dividends payable in shares of its capital
stock, no capital stock Connecticut bank shall declare a dividend on its capital stock
except from its net profits. As used in this subsection, "net profits" means the remainder
of all earnings from current operations. The total of all dividends declared by such bank
in any calendar year shall not, unless specifically approved by the commissioner, exceed
the total of its net profits of that year combined with its retained net profits of the preceding two years.
(b) Subject to the approval of the commissioner, stock dividends may be declared
and paid by a capital stock Connecticut bank in its own authorized but unissued shares
to the extent of its surplus earnings, provided such shares shall be issued at not less than
the par value thereof, if any. There shall be transferred from its surplus or undivided
profits account, or both, as determined by the governing board, to its capital account at
the time such dividend is paid an amount equal to (1) in the case of a dividend payable
in its own shares having a par value, the aggregate par value of the shares to be issued
as a dividend, and (2) in the case of a dividend payable in its own shares without par
value, at such aggregate stated value as shall be fixed by the governing board by resolution adopted at the time such dividend is declared. A split-up or division of the issued
shares of any class into a greater number of shares of the same class without increasing
the stated capital of the capital stock Connecticut bank is not a stock dividend within
the meaning of this subsection.
(P.A. 94-122, S. 57, 340.)
History: P.A. 94-122 effective January 1, 1995.
Sec. 36a-111. Acquisition and disposal of own stock. Subject to the approval of
the commissioner, a capital stock Connecticut bank may acquire and dispose of its own
stock pursuant to section 33-684 provided no such acquisition shall reduce the bank's
equity capital below the minimum for a capital stock Connecticut bank as required by
section 36a-70.
(P.A. 94-122, S. 58, 340; P.A. 96-271, S. 196, 254.)
History: P.A. 94-122 effective January 1, 1995; P.A. 96-271 replaced reference to Sec. 33-358 with Sec. 33-684 and
deleted provision re exclusion of restricted portion of bank's surplus from the bank's equity capital in computing the bank's
loan and investment limitations, effective January 1, 1997.
Sec. 36a-112. (Formerly Sec. 36-91). Voting restrictions. (a) No person shall
vote on stock at a meeting of the shareholders of any capital stock Connecticut bank if
the stock has been transferred to such bank or to any person in trust for it, but such bank
may vote thereon if it holds the stock as guardian, conservator, administrator, executor
or trustee under a will or of an express trust.
(b) Notwithstanding the provisions of sections 33-706 and 33-715 to 33-717, inclusive, an irrevocable proxy, voting trust, voting agreement or similar arrangement with
respect to the shares of a capital stock Connecticut bank is valid or enforceable only if
approved by the commissioner. The commissioner, upon complaint from any person or
upon the commissioner's own investigation, may issue an order pursuant to section 36a-52 directing that any person entering into or assisting in the operation of such proxy,
trust, agreement or arrangement cease and desist from such activity.
(1949 Rev., S. 5810; P.A. 85-188, S. 6; 85-379, S. 12; P.A. 94-122, S. 59, 340; P.A. 96-271, S. 197, 254.)
History: P.A. 85-188 and P.A. 85-379 replaced references to "state bank and trust company" and "bank" with references
to "state capital stock bank"; P.A. 94-122 added Subsec. (b) removing the prohibition on irrevocable proxies and voting
trusts for shares of capital stock Connecticut banks and allowing them with the commissioner's approval, effective January
1, 1995; Sec. 36-91 transferred to Sec. 36a-112 in 1995; P.A. 96-271 amended Subsec. (b) to replace reference to "sections
33-337 to 33-339, inclusive," with "sections 33-706 and 33-715 to 33-717, inclusive,", effective January 1, 1997.
Secs. 36a-113 to 36a-119. Reserved for future use.
PART V
RESERVE REQUIREMENTS
Sec. 36a-120. (Formerly Sec. 36-29g). Reserves for Connecticut banks and
Connecticut credit unions. (a) The amount and form of reserve requirements for Connecticut banks and Connecticut credit unions shall be those provided in 12 USC Section
461 et seq., as from time to time amended, and any regulations issued thereunder.
(b) Notwithstanding subsection (a) of this section, whenever, in the opinion of the
commissioner, the protection of depositors of any or all Connecticut banks or Connecticut credit unions, or both, requires, the commissioner may order such banks and credit
unions to maintain such reserves in an amount and in such form as the commissioner
deems appropriate.
(P.A. 81-128, S. 10; P.A. 94-122, S. 60, 340.)
History: P.A. 94-122 made technical changes re reserve requirements, effective January 1, 1995; Sec. 36-29g transferred
to Sec. 36a-120 in 1995.