CHAPTER 664b

CORPORATE ORGANIZATION AND ADMINISTRATION
OF CONNECTICUT BANKS

Table of Contents

Sec. 36a-70. (Formerly Sec. 36-53). Organization of Connecticut banks. Interim banks. Expedited Connecticut banks. Bankers’ banks. Community banks. Community development banks. Uninsured banks.

Sec. 36a-71. (Formerly Sec. 36-54). Franchise not transferable; forfeiture.

Sec. 36a-72. (Formerly Sec. 36-61). General statutes to prevail.

Sec. 36a-73. Applicability of title 33.

Secs. 36a-74 to 36a-79. Reserved

Sec. 36a-80. (Formerly Sec. 36-62). Bylaws. Amendment to certificate of incorporation.

Sec. 36a-81. (Formerly Sec. 36-64). Relocation of main office.

Sec. 36a-82. (Formerly Sec. 36-87). Change of name.

Sec. 36a-83. (Formerly Sec. 36-90). Examination by shareholders.

Sec. 36a-84. (Formerly Sec. 36-117a). Amendment of charter of mutual savings banks.

Sec. 36a-85. (Formerly Sec. 36-175). Savings and loans’ depositors’ votes.

Sec. 36a-86. (Formerly Sec. 36-128). Audit by accountants; governing board liability. Subsidiaries of holding companies; consolidated reports.

Secs. 36a-87 to 36a-94. Reserved

Sec. 36a-95. (Formerly Sec. 36-9c). Interlocking directors.

Sec. 36a-96. (Formerly Sec. 36-9e). Bonds of officers and employees.

Sec. 36a-97. (Formerly Sec. 36-9ee). Limitation on liability of directors of banks and credit unions.

Sec. 36a-98. (Formerly Sec. 36-69). Compensation for attending committee meetings, auditing and appraising. Compensation to director or trustee for endorsing paper, recommending loans and selling Connecticut bank stocks and securities prohibited.

Sec. 36a-99. (Formerly Sec. 36-121). Removal of corporator of a mutual savings bank.

Sec. 36a-100. (Formerly Sec. 36-126b). Benefits for officers and employees.

Sec. 36a-101. Oath or affirmation by directors.

Sec. 36a-102. Identification of directors and officers.

Secs. 36a-103 and 36a-104. Reserved

Sec. 36a-105. (Formerly Sec. 36-88). Authorization and issuance of additional shares.

Sec. 36a-106. (Formerly Sec. 36-89b). Preferred shares. Capital notes and debentures.

Sec. 36a-107. Reduction of capital stock and change in par value.

Sec. 36a-108. (Formerly Sec. 36-89a). Preemptive rights of holders of capital stock.

Sec. 36a-109. Rights or options to purchase shares.

Sec. 36a-110. Dividends.

Sec. 36a-111. Acquisition and disposal of own stock.

Sec. 36a-112. (Formerly Sec. 36-91). Voting restrictions.

Secs. 36a-113 to 36a-119. Reserved

Sec. 36a-120. (Formerly Sec. 36-29g). Reserves for Connecticut banks and Connecticut credit unions.

Secs. 36a-121 to 36a-124. Reserved


PART I

ORGANIZATION

Sec. 36a-70. (Formerly Sec. 36-53). Organization of Connecticut banks. Interim banks. Expedited Connecticut banks. Bankers’ banks. Community banks. Community development banks. Uninsured banks. (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 trust bank 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. In connection with an application to organize a Connecticut bank, the commissioner may, in the commissioner’s discretion, and in accordance with section 29-17a, arrange for the fingerprinting or for conducting any other method of positive identification required by the State Police Bureau of Investigation of each organizer and prospective initial director, to be used in conducting a criminal history records check.

(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 unless the commissioner determines that good cause exists to extend such time period. 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 order for hearing for three business days, such publication to commence not later than twenty days prior to 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.

(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) (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 filing.

(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. 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: (1) A final certificate of authority has been issued in accordance with subsection (l) of this section, (2) except in the case of a trust bank, 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, and (3) it has complied with the requirements of subsection (u) of this section, if applicable. 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 trust bank 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 up to and including the first ten thousand authorized shares, one-half cent per share for each authorized share in excess of ten thousand shares up to and including one hundred thousand shares, one-quarter cent per share for each authorized share in excess of one hundred thousand shares up to and including one million shares and one-fifth cent per share for each authorized share in excess of one million shares.

(p) (1) One or more persons may organize an interim Connecticut bank solely (A) for the acquisition of an existing bank, whether by acquisition of stock, by acquisition of assets, or by merger or consolidation, or (B) 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.

(2) (A) Notwithstanding any provision of this title, for the period from June 13, 2011, to September 30, 2013, inclusive, one or more persons may apply to the commissioner for the conditional preliminary approval of one or more expedited Connecticut banks organized primarily for the purpose of assuming liabilities and purchasing assets from the Federal Deposit Insurance Corporation when the Federal Deposit Insurance Corporation is acting as receiver or conservator of an insured depository institution. The application shall be made on a form acceptable to the commissioner and shall be executed and acknowledged by the applicant or applicants. Such application shall contain sufficient information for the commissioner to evaluate (i) the amount, type and sources of capital that would be available to the bank or banks; (ii) the ownership structure and holding companies, if any, over the bank or banks; (iii) the identity, biographical information and banking experience of each of the initial organizers and prospective initial directors, senior executive officers and any individual, group or proposed shareholders of the bank that will own or control ten per cent or more of the stock of the bank or banks; (iv) the overall strategic plan of the organizers and investors for the bank or banks; and (v) a preliminary business plan outlining intended product and business lines, retail branching plans and capital, earnings and liquidity projections. The commissioner, acting alone, shall grant conditional preliminary approval of such application to organize if the commissioner determines that the organizers have available sufficient committed funds to invest in the bank or banks; the organizers and proposed directors possess capacity and fitness for the duties and responsibilities with which they will be charged; the proposed bank or banks have a reasonable chance of success and will be operated in a safe and sound manner; and the fee for investigating and processing the application has been paid in accordance with subparagraph (H) of subdivision (1) of subsection (d) of section 36a-65. Such preliminary approval shall be subject to such conditions as the commissioner deems appropriate, including the requirements that the bank or banks not commence the business of a Connecticut bank until after their bid or application for a particular insured depository institution is accepted by the Federal Deposit Insurance Corporation, that the background checks are satisfactory, and that the organizers submit, for the safety and soundness review by the commissioner, more detailed operating plans and current financial statements as potential acquisition transactions are considered, and such plans and statements are satisfactory to the commissioner. The commissioner may alter, suspend or revoke the conditional preliminary approval if the commissioner deems any interim development warrants such action. The conditional preliminary approval shall expire eighteen months from the date of approval, unless extended by the commissioner.

(B) The commissioner shall not issue a final certificate of authority to commence the business of a Connecticut bank or banks under this subdivision until all conditions and preopening requirements and applicable state and federal regulatory requirements have been met and the fee for issuance of a final certificate of authority for an expedited Connecticut bank has been paid in accordance with subparagraph (M) of subdivision (1) of subsection (d) of section 36a-65. The commissioner may waive any requirement under this title or regulations adopted under this title that is necessary for the consummation of an acquisition involving an expedited Connecticut bank if the commissioner finds that such waiver is advisable and in the interest of depositors or the public, provided the commissioner shall not waive the requirement that the institution’s insurable accounts or deposits be federally insured. Any such waiver granted by the commissioner under this subparagraph shall be in writing and shall set forth the reason or reasons for the waiver. The commissioner may impose conditions on the final certificate of authority as the commissioner deems necessary to ensure that the bank will be operated in a safe and sound manner. The commissioner shall cause notice of the issuance of the final certificate of authority to be published in the department’s weekly bulletin.

(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, or that indirectly benefit, 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 only provide services for, or that indirectly benefit, other banks, out-of-state banks, Connecticut credit unions, federal credit unions, or out-of-state credit unions 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 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 may own the capital stock of or otherwise invest in a bankers’ bank; (C) upon the written request 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-139, “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-139.

(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 shall apply to each community bank.

(5) The commissioner may adopt regulations, in accordance with chapter 54, to administer the provisions of this subsection and section 36a-139.

(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 (H) of subdivision (1) of subsection (d) of section 36a-65 and no franchise tax shall be required under subsection (o) of this section for any community development bank organized by or in participation with the state.

(4) In addition to the considerations and determinations required by subsection (h) of this section, before granting a temporary certificate of authority to organize a community development bank, the approving authority shall determine that (A) each of the proposed directors and proposed executive officers possesses capacity and fitness for the duties and responsibilities with which such director or officer will be charged, and (B) there is satisfactory community support for the proposed community development bank based on evidence of such support provided by the organizers to the approving authority. If the approving authority cannot make such determination with respect to any such proposed director or proposed executive officer, the approving authority may refuse to allow such proposed director or proposed executive officer to serve in such capacity in the proposed community development bank. As used in this subdivision, “executive officer” means every officer of a community development bank who participates or has authority to participate, other than in the capacity of a director, in major policy-making functions of the bank, regardless of whether such officer has an official title or whether such officer serves without salary or other compensation. The vice president, chief financial officer, secretary and treasurer of a community development bank are presumed to be executive officers unless, by resolution of the governing board or by the bank’s bylaws, any such officer is excluded from participation in major policy-making functions, other than in the capacity of a director of the bank, and such officer does not actually participate in major policy-making functions.

(5) Notwithstanding any contrary provision of this title: (A) The commissioner may limit the powers that may be exercised by a community development bank or impose conditions on the exercise by such bank of any power allowed by this title as the commissioner deems necessary in the interest of the public and for the safety and soundness of the community development bank, provided, any such limitations or conditions, or both, shall be set forth in the final certificate of authority issued in accordance with subsection (l) of this section; and (B) the commissioner may waive in writing any requirement imposed on a community development bank under this title or any regulation adopted under this title if the commissioner finds that such requirement is inconsistent with the powers that may be exercised by such community development bank under its final certificate of authority.

(6) The commissioner may adopt regulations, in accordance with chapter 54, to carry out the provisions of this subsection.

(t) (1) 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.

(2) 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.

(3) (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.

(u) (1) Each trust bank and uninsured bank shall keep assets on deposit in the amount of at least one million dollars with such banks as the commissioner may approve, provided a trust bank or uninsured bank that received its final certificate of authority prior to May 12, 2004, shall keep assets on deposit as follows: At least two hundred fifty thousand dollars no later than one year from May 12, 2004, at least five hundred thousand dollars no later than two years from said date, at least seven hundred fifty thousand dollars no later than three years from said date and at least one million dollars no later than four years from said date. No trust bank or uninsured bank shall make a deposit pursuant to this section until the bank at which the assets are to be deposited and the trust bank or uninsured bank shall have executed a deposit agreement satisfactory to the commissioner. The value of such assets shall be based upon the principal amount or market value, whichever is lower. If the commissioner determines that an asset that otherwise qualifies under this section shall be valued at less than the amount otherwise provided in this subdivision, the commissioner shall so notify the trust bank or uninsured bank, which shall thereafter value such asset as directed by the commissioner.

(2) As used in this subsection, “assets” means: (A) United States dollar deposits payable in the United States, other than certificates of deposit; (B) bonds, notes, debentures or other obligations of the United States or any agency or instrumentality thereof, or guaranteed by the United States, or of this state or of a county, city, town, village, school district, or instrumentality of this state or guaranteed by this state; (C) bonds, notes, debentures or other obligations issued by the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Corporation; (D) commercial paper payable in dollars in the United States, provided such paper is rated in one of the three highest rating categories by a rating service recognized by the commissioner. In the event that an issue of commercial paper is rated by more than one recognized rating service, it shall be rated in one of the three highest rating categories by each such rating service; (E) negotiable certificates of deposit that are payable in the United States; (F) reserves held at a federal reserve bank; and (G) such other assets as determined by the commissioner upon written application.

(1949 Rev., S. 5778; 1953, S. 2647d; 1963, P.A. 194; 251, S. 1; 642, S. 39; February, 1965, P.A. 262; 1969, P.A. 504, S. 3; 1971, P.A. 313; P.A. 73-175; P.A. 74-254, S. 3; P.A. 75-4; P.A. 77-614, S. 161, 610; P.A. 78-43; 78-121, S. 90, 113; 78-303, S. 41, 136; P.A. 79-71, S. 1, 2; P.A. 87-9, S. 2, 3; P.A. 90-2, S. 7, 20; P.A. 92-12, S. 22; 92-54, S. 1, 6; P.A. 94-122, S. 35, 340; P.A. 95-129, S. 3; 95-244, S. 2; P.A. 97-190; 97-209, S. 3, 6; P.A. 98-260, S. 1; P.A. 99-36, S. 34; 99-158, S. 4; P.A. 00-28; P.A. 01-183, S. 2, 11; P.A. 02-21, S. 1; 02-47, S. 4; 02-89, S. 76, 77; P.A. 03-19, S. 80; 03-259, S. 7; P.A. 04-136, S. 5; P.A. 05-39, S. 3, 4; 05-288, S. 198; P.A. 06-10, S. 2; P.A. 09-100, S. 6; P.A. 11-50, S. 4.)

History: 1963 acts inserted new Subsec. (3)(d) requiring that articles of incorporation state minimum amount of capital and surplus required for state bank and trust company to commence business, reduced minimum par value of shares from $10 to $5 in Subsec. (2) and in Subsec. (11) replaced charter fee of $1 per $1,000 of authorized capital stock with franchise tax of $0.01 per share of stock and raised filing fee from $10 to $20; 1965 act authorized commission to extend validity period of temporary certificate of authority in Subsec. (8); 1969 act reduced minimum par value of shares to $1 in Subsec. (2); 1971 act increased minimum capital stock from $100,000 to $500,000 required to commence business in towns of less than 50,000 persons and from $200,000 to $750,000 in towns of 50,000 or more persons under Subsec. (2); P.A. 73-175 raised minimum capital stock required to commence business to $1,000,000, applicable in all towns regardless of population; P.A. 74-254 deleted reference to taking appeals “in the manner provided in chapter 637” in Subsec. (10); P.A. 75-4 required that exhibits or feasibility studies be available for public inspection prior to hearings in Subsec. (4); P.A. 77-614 replaced bank commissioner with banking commissioner, effective January 1, 1979; P.A. 78-43 replaced banking commission with references to commissioner, state treasurer and state comptroller as necessary in Subsecs. (6) to (12) and replaced provisions re notice of appeal in Subsec. (10) with provision requiring that appeal be taken in accordance with chapter 54; P.A. 78-121 allowed organization of bank and trust company by one person rather than nine persons in Subsec. (1), deleted provision in Subsec. (2) which stated minimum and maximum par values of shares, deleted provisions in Subsec. (3) which had required that articles of incorporation state town’s population, which distinguished between residence and post office addresses of corporation members and which had required inclusion of names of members willing to accept responsibilities and discharge duties of a director and required that occupations of incorporators and prospective initial director be included, specified that hearings be conducted in accordance with chapter 54 in Subsec. (6) and deleted requirement that copy of certificate of authorization be filed with town clerk of town where corporation is located in Subsec. (11); P.A. 78-303 made no change; P.A. 79-71 changed period of validity for temporary certificate of authority in Subsec. (8) from 12 to 18 months; (Revisor’s note: Pursuant to P.A. 87-9 “banking commissioner” was changed editorially by the Revisors to “commissioner of banking”); P.A. 90-2 added Subsec. (13) prohibiting, with certain exceptions, the organization of new state bank and trust companies until February 1, 1992; P.A. 92-12 redesignated Subsecs., Subdivs. and Subparas. and made technical changes; P.A. 92-54 amended Subsec. (2) to require a minimum capital and surplus of $1,000,000 for state bank and trust companies organized to function solely in a fiduciary capacity and $2,500,000 for all other state bank and trust companies; P.A. 94-122 reduced the number of people needed to start a mutual or capital stock savings and loan association from nine to one in Subsec. (a), replaced “capital stock and surplus” with “equity capital” in Subsec. (b), required organizers to separately file notice of the residence of each organizer or director whose address is not included in the certificate of incorporation in Subsec. (d), allowed mutual savings banks to be organized under the statutes in Subsec. (g), made newspaper and other notice requirements consistent for all three types of banks and changed the requirement re filing the stockholder list with the state treasurer in Subsec. (k), added Subsec. (l) re expenses of organization, reorganization or sale or purchase of shares, authorized the formation of interim banks and set the franchise tax in Subsec. (o) and changed “articles of incorporation” to “certificate of incorporation” throughout, effective January 1, 1995; Sec. 36-53 transferred to Sec. 36a-70 in 1995; P.A. 95-129 amended Subsec. (c) re feasibility study, business plan and financial forecast, amended Subsec. (d) re feasibility study or review by commissioner and re exclusion from public inspection of financial statements, biographies and other exclusions by the commissioner, added Subsec. (e) re the independent feasibility study or review by the commissioner, added Subsec. (q) re bankers’ banks, and relettered Subsecs. (e) to (o), inclusive, as Subsecs. (f) to (p); P.A. 95-244 amended Subsec. (q)(3)(C) to permit waiver of a requirement only if the organizers make written request, the commissioner makes the specified finding re the requirement being waived, and the waiver and finding are in writing and available for public inspection; P.A. 97-190 amended Subsec. (p) to provide that requirements of Subdivs. (2), (3) and (4) of Subsec. (c) do not apply to organization of interim bank; P.A. 97-209 amended provisions re independent feasibility studies and independent financial forecasts in Subsecs. (c), (d) and (e), added provision re public inspection of exhibits or documentation in Subsec. (e), amended Subsec. (l) to add exception for provisions of Subsec. (r)(5), added Subsec. (r) re community banks and added Subsec. (s) re community development banks, effective June 24, 1997; P.A. 98-260 amended Subsec. (i) to permit temporary certificates of authority to be extended by the commissioner rather than the approving authority and to delete provision requiring an extension application before the termination of the 18-month period; P.A. 99-36 made technical changes in Subsec. (p); P.A. 99-158 amended Subsec. (b) by adding exception for other provisions of section and deleting exception for bank organized to function solely in a fiduciary capacity, amended Subsec. (h)(3) by deleting “for purposes of this section” and adding exception for provisions of Subsecs. (p) to (t), amended Subsec. (n) by adding reference to an uninsured bank organized pursuant to Subsec. (t), and added Subsec. (t) re uninsured banks; P.A. 00-28 amended Subsec. (q) to allow a bankers’ bank to be owned by or provide services to Connecticut credit unions, federal credit unions or out-of-state credit unions; P.A. 01-183 amended Subsec. (r)(2) by eliminating cap of 9.9% of bank’s capital stock that a person organizing such bank may hold, effective July 6, 2001; P.A. 02-21 amended Subsec. (q) by adding provisions re services that indirectly benefit other banks or credit unions in Subdivs. (1) and (3), and, in Subdiv. (3), deleting principal office location requirement from Subpara. (A), adding such requirement in Subpara. (B) and deleting provision re the organizers from Subpara. (C); P.A. 02-47 amended Subsec. (j) by adding provision of former Subsec. (k) re appeal and added new Subsec. (k) re changes and amendments prior to issuance of final certificate of authority; P.A. 02-89 amended Subsec. (l) to delete “except as provided in subdivision (5) of subsection (r) of this section” in provision re issuance of a final certificate of authority and deleted Subsec. (r)(5) re authority to amend an application to organize a Connecticut bank filed prior to November 1, 1996, to an application to organize a community bank and redesignate existing Subdiv. (6) as Subdiv. (5); P.A. 03-19 made a technical change in Subsec. (s)(3), effective May 12, 2003; P.A. 03-259 amended Subsec. (c) to authorize commissioner to arrange for fingerprinting or other method of positive identification of each organizer and prospective initial director; P.A. 04-136 substituted “trust bank” for “Connecticut bank organized to function solely in a fiduciary capacity” in Subsecs. (b) and (n), made technical changes in Subsec. (n), provided in Subsec. (n) that Connecticut bank shall not commence business until it has complied with the requirements of Subsec. (u), if applicable, amended Subsec. (o) to require all capital stock Connecticut banks to pay a franchise tax based on a sliding scale relative to the number of authorized shares in lieu of 1% per share of the authorized capital stock, amended Subsec. (t) to delete definitions of “uninsured bank” and “retail deposits” in Subdiv. (1), renumbering existing Subdivs. accordingly, and inserted new Subsec. (u), requiring trust banks and uninsured banks to keep assets on deposit in an amount of at least $1,000,000, allowing existing banks up to four years to attain the $1,000,000 level, and defining “assets”, effective May 12, 2004; P.A. 05-39 amended Subsec. (e) to authorize commissioner to extend, for good cause, the time period within which a hearing shall be held on an application to organize after receipt of the feasibility study and financial forecast, and amended Subsec. (f) to require that organizers publish copy of proposed certificate of incorporation and time and place set for hearing for 7 consecutive days not less than 20 days before the date of the hearing, in lieu of once a week for three consecutive weeks before the date of the hearing, and to eliminate requirement that copy be sent by registered or certified mail to each bank and out-of-state bank having main office or branch in town, not less than 20 days prior to the hearing, effective May 17, 2005; P.A. 05-288 made technical changes in Subsec. (u)(1), effective July 13, 2005; P.A. 06-10 amended Subsec. (f) to require that organizers publish a copy of the order for hearing for 3 business days commencing at least 20 days before the hearing, rather than publishing a copy of the proposed certificate of incorporation for 7 consecutive days at least 20 days before the hearing, effective May 2, 2006; P.A. 09-100 amended Subsec. (p) by redesignating existing provisions as Subdiv. (1), making conforming changes therein and adding Subdiv. (2) re conditional preliminary approval of expedited Connecticut banks; P.A. 11-50 amended Subsec. (p)(2) to change “period from October 1, 2009, to September 30, 2011” to “period from June 13, 2011, to September 30, 2013”, to authorize application for and approval of more than one expedited Connecticut bank and to make conforming and technical changes, effective June 13, 2011.

Annotations to former section 36-53:

Cited. 116 C. 181.

Subsec. (5):

Where but nineteen days elapsed between mailing of notice to each bank and hearing, there was jurisdictional defect. 26 CS 362. In computation of “not less than twenty nor more than forty days” both terminal days are excluded. Id. Publication requirement satisfied by publication once each week for three successive weeks even though there has not been a lapse of twenty-one days between the first notice and the hearing. Id.

Sec. 36a-71. (Formerly Sec. 36-54). Franchise not transferable; forfeiture. The right of any Connecticut bank to conduct the business for which it was organized shall not be transferable. This right shall be forfeited when such bank voluntarily ceases to conduct the business for which it was organized. The provisions of this section shall not affect a Connecticut bank which becomes a federal bank and which has continued the business for which it was organized without voluntary interruption.

(1949, Rev., S. 5779; P.A. 94-122, S. 36, 340.)

History: P.A. 94-122 extended to savings and loan associations the prohibition on transferral of bank franchises, effective January 1, 1995; Sec. 36-54 transferred to Sec. 36a-71 in 1995.

Sec. 36a-72. (Formerly Sec. 36-61). General statutes to prevail. The provisions of the general statutes shall prevail over any inconsistent charter provision of any Connecticut bank.

(1949 Rev., S. 5785; P.A. 94-122, S. 37, 340.)

History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-61 transferred to Sec. 36a-72 in 1995.

Sec. 36a-73. Applicability of title 33. The provisions of this title shall prevail over any inconsistent provision of title 33 governing the corporate administration and procedure of a Connecticut bank. The provisions of said title 33, unless inapplicable by their terms, shall govern the corporate administration and procedure of a Connecticut bank to the extent that any such corporate administration or procedure is not otherwise prescribed by provisions of this title that are applicable to the specific type of Connecticut bank.

(P.A. 94-122, S. 38, 340.)

History: P.A. 94-122 effective January 1, 1995.

Secs. 36a-74 to 36a-79. Reserved for future use.

PART II

CORPORATE FORM. ADMINISTRATION

Sec. 36a-80. (Formerly Sec. 36-62). Bylaws. Amendment to certificate of incorporation. Upon the adoption of the bylaws or of any amendment or repeal of such bylaws or any amendment to the certificate of incorporation by any Connecticut bank, a copy of the bylaws, amendment or repeal of the bylaws or any amendment to the certificate of incorporation shall promptly be filed with the commissioner.

(1949 Rev., S. 5786; P.A. 94-122, S. 39, 340; P.A. 06-10, S. 3.)

History: P.A. 94-122 deleted the provision that new or amended bylaws do not take effect until filed with the commissioner and made technical changes, effective January 1, 1995; Sec. 36-62 transferred to Sec. 36a-80 in 1995; P.A. 06-10 required Connecticut bank that adopts an amendment to its certificate of incorporation to file a copy of such amendment with commissioner and made technical changes, effective May 2, 2006.

Sec. 36a-81. (Formerly Sec. 36-64). Relocation of main office. (a) With the approval of the commissioner, a Connecticut bank may relocate its main office anywhere within the state.

(b) The commissioner, before granting an approval under subsection (a) of this section, shall consider: (1) The population of the area to be served by the proposed relocation of the main office of the Connecticut bank; (2) the adequacy of existing banking facilities; (3) the economic need for such proposed relocation; and (4) the convenience and necessity to the public of the proposed relocation.

(1949 Rev., S. 5788; P.A. 78-121, S. 91, 113; P.A. 87-34, S. 1, 5; P.A. 94-122, S. 40, 340.)

History: P.A. 78-121 added reference to authorization to change location in general statutes; P.A. 87-34 replaced prior provision requiring that a state bank and trust company obtain the approval of the general assembly before changing location with new provision re obtaining approval of the commissioner and the vote of the outstanding shares of each class of capital stock, effective October 1, 1988; P.A. 94-122 included mutual savings banks in office relocation procedures, eliminated the need for a two-thirds vote by each class of stockholder for office relocation and added Subsec. (b) re standards for approval, effective January 1, 1995; Sec. 36-64 transferred to Sec. 36a-81 in 1995.

Sec. 36a-82. (Formerly Sec. 36-87). Change of name. (a) Any capital stock Connecticut bank, after an affirmative vote of at least two-thirds of the issued and outstanding stock of each class at a meeting noticed and called for the purpose of changing its name, as certified by the secretary of the bank, may apply to the commissioner for permission to change its name.

(b) Any mutual savings bank, after an affirmative vote of at least two-thirds of its governing board at a meeting called for the purpose of changing its name, or any mutual savings and loan association, after an affirmative vote of two-thirds of its depositors at a meeting noticed and called for the purpose of changing its name, may apply to the commissioner for permission to change its name.

(c) Upon receiving such application, the commissioner shall cause notice of its submission to be published in the department’s weekly bulletin. The notice shall state that written objections to such application may be made, for a period of thirty days from the date of publication of the bulletin, on the grounds that the name selected will tend to confuse the public. At least ten days prior to the date by which objections may be made, the applicant shall mail a copy of the application and a notice of the date by registered or certified mail, return receipt requested, to each bank or out-of-state bank having its main office or a branch in the town or towns in which the applicant has its main office or a branch.

(d) If, in the opinion of the commissioner, the name selected by the applicant will not tend to confuse the public and if no such objection is filed, the commissioner shall approve such change of name. Such approval shall be filed in the office of the Secretary of the State, and such change of name shall be effective upon filing.

(e) If, in the opinion of the commissioner, the name selected will tend to confuse the public or if such objection is filed, the commissioner shall order a hearing to be held not less than twenty days 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 sent by the applicant to each bank and out-of-state bank as provided in subsection (c) of this section at least fourteen days prior to the hearing. At the hearing, the commissioner shall hear all persons desiring to be heard and shall make a ruling within fifteen days. If the application is approved, the approval shall be filed and shall be effective as provided in subsection (d) of this section.

(1949 Rev., S. 5806; 1963, P.A. 74, S. 2; P.A. 87-9, S. 1, 3; P.A. 88-65, S. 30; P.A. 92-12, S. 32; P.A. 94-122, S. 41, 340; P.A. 96-54, S. 8, 9; P.A. 07-217, S. 152.)

History: 1963 act clarified that two-thirds vote required in Subsec. (1) applies with respect to “each class” of stock and deleted requirement in Subsec. (2) that copy of certificate be filed with town clerk of town(s) where applicant has main office or branch; P.A. 87-9 amended Subsec. (1) by substituting the reference to “capital stock bank” for “bank and trust company”; P.A. 88-65 deleted references to industrial banks in Subsecs. (1) and (3); P.A. 92-12 redesignated Subsecs. and made technical changes (Revisor’s note: The words “of banking” were deleted editorially by the Revisors after “commissioner” in Subsec. (a) for consistency); P.A. 94-122 extended name change procedures to savings banks and savings and loan associations, added Subsec. (b) requiring a two-thirds vote to approve a name change, renumbered former Subsecs. (b) and (c) as Subsecs. (d) and (e), and clarified that objections must be based on a tendency to confuse the public in Subsec. (c), effective January 1, 1995; Sec. 36-87 transferred to Sec. 36a-82 in 1995; P.A. 96-54 amended Subsec. (c) re objections to applications and notice of applications in department bulletin, effective May 7, 1996; P.A. 07-217 made technical changes in Subsec. (e), effective July 12, 2007.

Annotation to former section 36-87:

Cited. 130 C. 19.

Sec. 36a-83. (Formerly Sec. 36-90). Examination by shareholders. The shareholders of any capital stock Connecticut bank may examine the records of such bank in accordance with section 33-946.

(1949 Rev., S. 5809; P.A. 85-188, S. 5; 85-379, S. 11; P.A. 94-122, S. 42, 340; P.A. 96-271, S. 188, 254.)

History: P.A. 85-188 and P.A. 85-379 deleted provision authorizing stockholders of any state bank and trust company to examine books, accounts, securities and expenditures of such bank at the annual meeting or at any special meeting which any five stockholders owning not less in all than one hundred shares of stock are authorized to call for such purpose, and substituted provision authorizing stockholders of any state capital stock bank to examine books, accounts, securities and expenditures of such bank in accordance with Sec. 33-334; P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-90 transferred to Sec. 36a-83 in 1995; P.A. 96-271 replaced “books, accounts, securities and expenditures” with “records” and replaced reference to Sec. 33-334 with Sec. 33-946, effective January 1, 1997.

Sec. 36a-84. (Formerly Sec. 36-117a). Amendment of charter of mutual savings banks. The charter of a mutual savings bank granted by a special act of the General Assembly may be amended in the manner provided under part XII of chapter 602 for the amendment of the certificate of incorporation of a specially chartered corporation, provided such amendment shall not change its name. The charter of a mutual savings bank as so amended may contain provisions descriptive of its business but need not contain the provisions required to be contained in the certificate of incorporation of a corporation incorporated under chapter 602.

(1969, P.A. 499, S. 2; P.A. 75-159, S. 2, 3; P.A. 78-121, S. 100, 113; P.A. 94-122, S. 43, 340; P.A. 96-256, S. 195, 209.)

History: P.A. 75-159 prohibited amendments to change name; P.A. 78-121 deleted prohibition against amendments to enlarge powers of bank and added provision stating that right to conduct business is not transferable; P.A. 94-122 made procedures re amending charters of savings banks apply only to mutual savings banks which were chartered by special act, effective January 1, 1995; Sec. 36-117a transferred to Sec. 36a-84 in 1995; P.A. 96-256 replaced reference to “part IX of chapter 600” with “part XII of chapter 602” and reference to “chapter 600” with “chapter 602”, effective January 1, 1997.

Sec. 36a-85. (Formerly Sec. 36-175). Savings and loans’ depositors’ votes. No depositor of any savings and loan association shall be entitled to more than one vote in any meeting of such association.

(1949 Rev., S. 5897; P.A. 78-121, S. 41, 113; P.A. 94-122, S. 44, 340.)

History: P.A. 78-121 referred to savings and loan associations rather than “building or” savings and loan associations; P.A. 94-122 changed “member” to “depositor”, effective January 1, 1995; Sec. 36-175 transferred to Sec. 36a-85 in 1995.

Sec. 36a-86. (Formerly Sec. 36-128). Audit by accountants; governing board liability. Subsidiaries of holding companies; consolidated reports. (a) The governing board of each Connecticut bank shall annually procure an audit or examination by certified public accountants or holders of certificates of authority as public accountants selected by vote of the governing board or a duly authorized committee thereof, and such accountants shall agree to provide related working papers, policies and procedures to the commissioner, if requested. The accountants shall thoroughly examine the books, records, accounts and affairs of such bank and submit a signed report of the audit or examination showing the condition of the bank to the governing board of such bank within a reasonable period of time following the conclusion of the audit or examination. The signed report shall be kept on file in such bank and a copy shall be filed with the commissioner. Members of the governing board of such Connecticut bank shall not be personally liable for any loss suffered by such bank through the wrongdoing or negligence of any officer or employee, which wrongdoing or negligence should have been discovered by the accountants in the performance of their duties, provided such members shall have exercised due care to procure thorough and substantial audits by the accountants.

(b) Notwithstanding the provisions of subsection (a) of this section, the governing board of a Connecticut bank that is a subsidiary of a holding company may procure and file annually with the commissioner a signed consolidated report of the audit or examination of the holding company in lieu of that of the Connecticut bank, provided (1) prior to the engagement of an accountant, the governing board of such Connecticut bank has voted to allow and accept as adequate, a consolidated report of the audit or examination of the holding company; the accountants selected to provide such consolidated report have agreed to provide related working papers, policies and procedures to the commissioner, if requested; and the commissioner has approved, conditionally or unconditionally, the substitution of such consolidated report; (2) the accountants shall thoroughly examine the books, records, accounts and affairs of the Connecticut bank and shall submit a signed consolidated report to the governing board of such Connecticut bank within a reasonable period of time following the conclusion of the audit or examination; and (3) the signed consolidated report shall be kept on file in such Connecticut bank and a copy shall be filed with the commissioner.

(1949 Rev., S. 5842; February, 1965, P.A. 64; P.A. 78-121, S. 79, 113; P.A. 94-122, S. 45, 340; P.A. 01-183, S. 3, 11.)

History: 1965 act required audits in all cases by public accountants where previously audits by “not fewer than two competent, experienced and trustworthy persons who are not officers, directors, trustees or employees” of the bank was an option, rewording provisions accordingly; P.A. 78-121 substituted “members of the governing board” for “directors or trustees”; P.A. 94-122 extended annual audit requirements and liability protections previously applicable to savings banks to state bank and trust companies, effective January 1, 1995; Sec. 36-128 transferred to Sec. 36a-86 in 1995; P.A. 01-183 designated existing provisions as Subsec. (a) and amended same by adding references to related working papers, policies and procedures, replacing 90 days with a reasonable period of time, replacing directors with members of the governing board and making technical changes, and added Subsec. (b) re filing of consolidated reports by subsidiaries of holding companies, effective July 1, 2001.

Annotation to former section 36-128:

Effect of this provision in action against directors for negligence in failing to discover fraud of cashier. 89 C. 470.

Secs. 36a-87 to 36a-94. Reserved for future use.

PART III

DIRECTORS AND OFFICERS

Sec. 36a-95. (Formerly Sec. 36-9c). Interlocking directors. With the approval of the commissioner, a Connecticut bank or a holding company that controls a Connecticut bank may have as an officer, employee or director a person who serves as an officer, employee, or director of any holding company, bank or out-of-state bank which is not an affiliate of the Connecticut bank or the holding company that controls a Connecticut bank, unless such dual service is prohibited by (1) the Depository Institution Management Interlocks Act, 12 USC Sections 3201 to 3208, inclusive, as from time to time amended, and the federal regulations prescribed thereunder, as from time to time amended, that apply to the Connecticut bank or the holding company that controls a Connecticut bank, or (2) any regulation that the commissioner may adopt in accordance with chapter 54.

(P.A. 73-124, S. 1–4; P.A. 78-121, S. 13, 113; P.A. 83-291, S. 1, 2; 83-406, S. 10, 11; P.A. 88-59; P.A. 94-122, S. 46, 340; P.A. 95-21.)

History: P.A. 78-121 deleted reference to building associations in Subsec. (a) and deleted former Subsecs. (c) and (e) which had protected rights of any person to be officer, employee, etc., of state bank and trust company and savings bank having same home office before January 1, 1971, and rights to hold any position with state or federally chartered banking institution for three-year period beginning October 1, 1973, relettering as necessary; P.A. 83-291 included federal savings banks in the prohibition against interlocking directorates, permitted interlocking directorates when one institution is a subsidiary of the other or when two or more institutions are subsidiaries of the same holding company and amended Subsec. (c) to include savings banks, federal savings banks and federal or state savings and loan associations in the exemption; P.A. 83-406 duplicated addition of federal savings banks in Subsec. (a) and Subsec. (c) changes of P.A. 83-291; P.A. 88-59 extended the application of the section to holding companies and defined the term “holding company”; P.A. 94-122 deleted Subsecs. (a) and (c) and made technical changes, effective January 1, 1995; Sec. 36-9c transferred to Sec. 36a-95 in 1995; P.A. 95-21 changed section content from prohibiting to authorizing interlocking officers, employees and directors of nonaffiliate banks and holding companies, added the requirement of commissioner’s approval and added the exceptions in Subdivs. (1) and (2) re 12 USC and regulations.

Sec. 36a-96. (Formerly Sec. 36-9e). Bonds of officers and employees. The governing board of each Connecticut bank, or out-of-state bank other than a federally-chartered out-of-state bank that maintains in this state a branch as defined in section 36a-410, shall require that each officer and employee thereof be bonded by a surety company in favor of the bank in such amounts as are approved by the governing board. The original or an executed duplicate of each such bond and any renewal or premium receipt therefor shall be retained on the premises of the main office of each such bank.

(P.A. 78-121, S. 88, 113; P.A. 94-122, S. 47, 340; P.A. 95-155, S. 9, 29.)

History: P.A. 94-122 deleted the exemption from bonding for bank employees who are artisans, mechanics or laborers without authority to handle the bank’s money or contracts, effective January 1, 1995; Sec. 36-9e transferred to Sec. 36a-96 in 1995; P.A. 95-155 added reference to certain out-of-state banks and deleted requirement that surety company must be authorized to do business in this state, effective June 27, 1995.

Sec. 36a-97. (Formerly Sec. 36-9ee). Limitation on liability of directors of banks and credit unions. The certificate of incorporation or charter of a bank, Connecticut credit union or federal credit union may contain a provision limiting the personal liability of a director to the bank or credit union or its members or its shareholders for monetary damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the bank or credit union during the year of the violation if such breach did not (1) involve a knowing and culpable violation of law by the director, (2) enable the director or an associate, as defined in subdivision (3) of section 33-843, to receive an improper personal economic gain, (3) show a lack of good faith and a conscious disregard for the duty of the director to the bank or credit union under circumstances in which the director was aware that the director’s conduct or omission created an unjustifiable risk of serious injury to the bank or credit union, (4) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to the bank or credit union, or (5) create liability under section 36a-58. No such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision.

(P.A. 90-131, S. 1, 2; P.A. 94-122, S. 48, 340; P.A. 96-271, S. 189, 254.)

History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-9ee transferred to Sec. 36a-97 in 1995; P.A. 96-271 replaced reference to Sec. 33-374d with Sec. 33-843, effective January 1, 1997.

Sec. 36a-98. (Formerly Sec. 36-69). Compensation for attending committee meetings, auditing and appraising. Compensation to director or trustee for endorsing paper, recommending loans and selling Connecticut bank stocks and securities prohibited. (a) The governing board of any Connecticut bank may fix the compensation of its officers and employees, of the members of its advisory boards, and of the members of regularly constituted committees of the governing board for attending committee meetings, for auditing or for appraising. Members of the governing board or corporators may receive such reasonable fees as the governing board of the bank may, in its discretion, deem appropriate for attendance at any meeting of the governing board or of the corporators, but members of the governing board or corporators who are also salaried officers or employees of such bank shall receive no additional compensation for attendance at any meeting of the governing board or of the corporators or any committee thereof.

(b) No director of a Connecticut bank shall receive any compensation for endorsing any paper discounted or any loan made, nor shall any director, officer or employee of such bank receive any compensation for recommending or otherwise assisting in obtaining a loan from or by such bank, nor shall any executive officer of such bank receive any compensation for selling or aiding in the sale of any stocks or securities of such bank, except that the provisions of this section shall not apply to regular compensation paid to its officers and employees by the bank, nor to any fees paid to directors for attendance at any regular or special meeting of such bank or committee thereof nor to any fees paid to any such director, officer or employee for services rendered in connection with the appraisal of any real estate, the mortgage of which real estate has been offered to such bank as security for a loan.

(1949 Rev., S. 5793; P.A. 91-357, S. 16, 78; P.A. 94-122, S. 49, 340.)

History: P.A. 91-357 made technical changes; P.A. 94-122 divided section into Subsecs., adding new provisions as Subsec. (a) making compensation requirements apply equally to savings banks, bank and trust companies and savings and loan associations, effective January 1, 1995; Sec. 36-69 transferred to Sec. 36a-98 in 1995.

Sec. 36a-99. (Formerly Sec. 36-121). Removal of corporator of a mutual savings bank. A corporator of a mutual savings bank may be removed at the annual meeting of the corporators, provided written notice is given to the corporators at least ten days before the meeting at which such removal is to be voted upon, if a majority of all the corporators of the mutual savings bank are present at the meeting and if not less than four-fifths of the corporators present vote in favor of removal.

(1949 Rev., S. 5850; P.A. 94-122, S. 50, 340.)

History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-121 transferred to Sec. 36a-99 in 1995.

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 commissioner.

(P.A. 03-259, S. 28; P.A. 07-72, S. 4.)

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); P.A. 07-72 made a technical change.

Sec. 36a-102. Identification of directors and officers. The 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; P.A. 07-72, S. 5.)

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); P.A. 07-72 made a technical change.

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 6% 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 $100 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 Subsec. (a)(2) 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, unless the bank has received the prior approval of the commissioner. 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; P.A. 09-100, S. 7.)

History: P.A. 94-122 effective January 1, 1995; P.A. 09-100 amended Subsec. (a) by adding “unless the bank has received the prior approval of the commissioner” re declaration of dividend.

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.

Secs. 36a-121 to 36a-124. Reserved for future use.