CHAPTER 664c
FUNDAMENTAL CHANGES INVOLVING BANKS,
BRANCHES, AUTOMATED TELLER MACHINES, HOME BANKING
AND BANK HOLDING COMPANIES

Table of Contents

Sec. 36a-136. (Formerly Sec. 36-142m). Conversion of a mutual institution to a capital stock bank. Plan of conversion.
Sec. 36a-145. (Formerly Sec. 36-59). Branches, limited branches and mobile branches. Establishment, operation, conversion, closing, relocation, consolidation and sale.
Sec. 36a-156. (Formerly Sec. 36-193c). Availability of automated teller machines, satellite devices and point of sale terminals.
Sec. 36a-198. (Formerly Sec. 36-142gg). Mutual holding company subsidiary holding company.
Sec. 36a-222. Appointment of receiver or conservator for Connecticut banks and credit unions. Requirements. Division within department for liquidating or administering banks or credit unions. Appointment of agent. Reports. Salaries, costs and expenses. Exclusive jurisdiction of Superior Court. Admissibility of records.
Sec. 36a-226. (Formerly Sec. 36-39). Duties of receiver re inventory and appraisal of assets of Connecticut banks and credit unions in receivership. Conversion of assets. Deposit of money.
Sec. 36a-237. (Formerly Sec. 36-51). Distribution of assets of any Connecticut bank, trust bank or uninsured bank. Order of priority. Distribution of assets of a Connecticut credit union in event of liquidation. Sequence of distribution.
Sec. 36a-237f. Procedures re filing claims against the estate of trust banks and uninsured banks in receivership. Judgment. Appeal. Payment of claims.
Sec. 36a-237h. Inmunity for receivers and conservators of trust banks and uninsured banks and their employees.

PART II
CONVERSIONS

      Sec. 36a-136. (Formerly Sec. 36-142m). Conversion of a mutual institution to a capital stock bank. Plan of conversion. (a) With the approval of the commissioner, any mutual savings bank, mutual savings and loan association, federal mutual savings bank or federal mutual savings and loan association may convert to a capital stock bank in accordance with the provisions of this section and the regulations adopted pursuant to subsection (j) of this section, provided this section does not apply to the conversion of a mutual federal bank to a capital stock federal bank. The commissioner may deny an application for conversion made pursuant to this section after allowing the applicant a reasonable opportunity to be heard.

      (b) A conversion of a federal mutual savings bank or federal mutual savings and loan association to a capital stock Connecticut bank shall be authorized only if permitted by federal law and shall be subject to all requirements prescribed by federal law. A conversion of a mutual savings bank or mutual savings and loan association to a capital stock federal bank shall be authorized only if permitted by federal law and shall be subject to all requirements prescribed by federal law.

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

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

      (e) The plan of conversion for a mutual savings bank shall also require approval by (1) unless a greater percentage is required by the charter or certificate of incorporation of the converting bank, a majority of all the corporators of the converting bank, provided the converting bank shall, at the time of such vote, have no fewer than twenty-five corporators unless otherwise permitted by the commissioner based on restrictions contained in the charter or certificate of incorporation of the converting bank, and (2) a majority of the independent corporators of the converting bank, provided the total number of independent corporators shall at the time of such vote constitute no less than sixty per cent of all corporators. Such approval shall be obtained at a meeting held in accordance with the charter or certificate of incorporation or the bylaws of the mutual savings bank. For purposes of subdivision (2) of this subsection, an independent corporator means a corporator who is not an employee, officer, director, trustee or significant borrower of the mutual savings bank.

      (f) A converting mutual savings bank shall, prior to the meeting required by subsection (e) of this section, provide the corporators with informational material regarding the plan of conversion, which informational material shall have been filed with and approved by the commissioner before being distributed to the corporators, and which informational material shall include disclosures summarizing the plan of conversion, the distribution of shares and compensation plans proposed for management.

      (g) A converting mutual savings bank shall provide the commissioner with the following information with respect to the corporators eligible to vote at the meeting required by subsection (e) of this section:

      (1) The number of corporators who (A) are not employees, officers, directors or trustees of the mutual savings bank, (B) are employees, but not officers, directors or trustees of the mutual savings bank, and (C) are officers, directors or trustees of the mutual savings bank;

      (2) A description of any loan relationships, outstanding within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of its corporators who are not employees, officers, directors or trustees of the mutual savings bank; and

      (3) A description of any commercial relationships, other than loan relationships described in subdivision (2) of this subsection, in existence within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of the corporators who are not employees, officers, directors or trustees of the mutual savings bank. For purposes of this subsection, the term "commercial relationships" means any sale or lease of real or personal property and any provision of commercial services.

      (h) A converting mutual savings bank shall file with the commissioner a certificate of the secretary of the converting bank certifying that a meeting of the corporators has been held and that the plan of conversion has been approved by the corporators in accordance with the requirements of subsection (e) of this section.

      (i) In any conversion under this section, each account holder of the converting institution deemed eligible under regulations adopted pursuant to subsection (j) of this section shall receive, without payment, nontransferable subscription rights to purchase capital stock of the converted institution pursuant to a subscription offering, and such offering shall precede any offering of the converting institution's stock to the members of the community and of the general public. Each converting institution shall, at the time of conversion, establish a liquidation account for the benefit of such account holders and such liquidation account shall establish a priority upon liquidation. The requirement concerning the establishment of a liquidation account shall not apply to the formation of a mutual holding company or a reorganized savings institution of such mutual holding company under sections 36a-192 and 36a-193 or to the issuance of capital stock by such reorganized savings institution under sections 36a-195 and 36a-196.

      (j) The commissioner shall adopt regulations in accordance with chapter 54 to govern the conversion of mutual institutions to capital stock institutions. Such regulations shall be similar in scope and content to the regulations of the Office of Thrift Supervision, 12 CFR Part 563b, as from time to time amended, for the conversion of mutual savings institutions into stock savings institutions. The commissioner may waive any provision of the regulations adopted pursuant to this section that is inconsistent with the regulations of the Office of Thrift Supervision or if such waiver is necessary to comply with the requirements of the Federal Deposit Insurance Corporation or its successor agency.

      (k) If the commissioner certifies in writing that the protection of depositors or other creditors of such converting institution requires that the conversion proceed without delay, the commissioner may waive any provision of the regulations adopted pursuant to subsection (j) of this section that the commissioner determines will cause such delay.

      (l) The commissioner may approve a conversion under this section only if the commissioner determines that: (1) The converting institution has complied with all applicable provisions of law; (2) the conversion would not result in any reduction of the converting institution's amount of equity capital, less any subordinated debt recognized as bona fide capital; (3) the conversion would not result in a taxable reorganization of the converting institution under the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended; (4) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations; and (5) the plan of conversion is fair to depositors. The converted institution shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency.

      (P.A. 83-406, S. 3, 11; P.A. 84-546, S. 136, 173; P.A. 85-330, S. 8, 14; P.A. 91-357, S. 29, 78; P.A. 94-122, S. 64, 340; P.A. 96-109, S. 1; P.A. 98-260, S. 4; P.A. 00-14, S. 2, 3; P.A. 02-47, S. 8; 02-73, S. 82; P.A. 03-196, S. 4; 03-259, S. 11; P.A. 04-23 S. 1; P.A. 05-139, S. 2.)

      History: P.A. 84-546 made technical change in Subsec. (a); P.A. 85-330 added Subsec. (g) re inapplicability of provisions to mutual holding companies and reorganized savings institutions; P.A. 91-357 deleted reference to the Federal Home Loan Bank Board, added reference to the Office of Thrift Supervision and made technical changes in Subsec. (f); P.A. 94-122 added Subsec. (a) defining "eligible account holder", renumbered former Subsecs. (a) and (b) as Subsecs. (b) and (c), deleted former Subsecs. (c) and (d), added new Subsecs. (d) and (e) re filing and approval requirements for the proposed plan of conversion, renumbered former Subsec. (e) as Subsec. (f), deleted specific procedures for notice to eligible account holders in favor of notice as per commissioner's regulations in new Subsec. (f), added new Subsec. (g) re liquidation accounts, renumbered former Subsec. (f) as Subsec. (h), deleted former Subsec. (g) and added new Subsecs. (i) and (j) re the commissioner's considerations for approval of conversion, effective January 1, 1995; Sec. 36-142m transferred to Sec. 36a-136 in 1995; P.A. 96-109 amended Subsec. (j) to correct "Internal Revenue Code" citation; P.A. 98-260 amended Subsec. (j) by deleting Subdiv. (4) re approvals needed for deposit insurance, redesignating existing Subdiv. (5) as Subdiv. (4), and adding requirement for FDIC insurance prior to commencing business; P.A. 00-14 amended Subsec. (a) by defining "deposit account" and making technical changes, made a technical change in Subsec. (b), amended Subsec. (f) by deleting language re over-subscription to the offering, participation by every eligible account holder, savings accounts of less than five hundred dollars and notice to account holders, amended Subsec. (g) by deleting provisions re liquidation account, amended Subsec. (h) by deleting language re restrictions, adjustments and exceptions to regulations and adding provisions re the commissioner's ability to waive certain provisions of regulations, and amended Subsec. (j)(2) by replacing "reorganized" with "recognized", effective April 25, 2000; P.A. 02-47 amended Subsec. (d) by adding provision re amended certificate of incorporation; P.A. 02-73 amended Subsec. (a)(2) by replacing reference to Subdiv. (19) with reference to Subdiv. (21) of Sec. 36a-2; P.A. 03-196 deleted former Subsec. (a) re definitions, redesignated existing Subsecs. (b) to (f), inclusive, as Subsecs. (a) to (e), inclusive, merged existing Subsec. (g) into redesignated Subsec. (e), redesignated existing Subsecs. (h) to (j), inclusive, as Subsecs. (f) to (h), inclusive, amended Subsec. (e) by replacing references to "eligible account holder" with references to "account holder", inserting "deemed eligible under regulations adopted pursuant to subsection (f) of this section" and "community and of the" and substituting "requirement concerning the establishment of a liquidation account" for "provisions of this subsection", amended Subsec. (h) by substituting "may" for "shall" and inserting "only" in the introductory provision, and made conforming and technical changes, effective July 1, 2003; P.A. 03-259 amended Subsec. (j), redesignated as Subsec. (h), by adding new Subdiv. (4) re anti-money-laundering activity and compliance and redesignating existing Subdiv. (4) as Subdiv. (5); P.A. 04-23 added new Subsec. (e) requiring approval of plan of conversion for a mutual savings bank by a majority of all corporators and independent corporators of the converting bank and requiring such approval to be obtained at a meeting, new Subsec. (f) requiring converting mutual savings bank to provide corporators with informational material re plan prior to meeting, new Subsec. (g) requiring converting mutual savings bank to provide commissioner with information re corporators and new Subsec. (h) requiring converting mutual savings bank to file with commissioner certification that a meeting of corporators was held and that plan was approved by corporators, redesignated existing Subsecs. (e) to (h) as new Subsecs. (i) to (l), respectively, and changed internal references accordingly, effective April 28, 2004; P.A. 05-139 amended Subsec. (e)(1) to insert "unless a greater percentage is required by the charter or certificate of incorporation of the converting bank," effective July 1, 2005.

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PART III
BRANCHES

      Sec. 36a-145. (Formerly Sec. 36-59). Branches, limited branches and mobile branches. Establishment, operation, conversion, closing, relocation, consolidation and sale. (a) As used in this section:

      (1) "Branch" means any office at a fixed location of a Connecticut bank, other than the main office, at which deposits are received, checks paid and money lent and which, at a minimum, is open for banking business Monday through Friday, except as provided in subsection (a) of section 36a-23.

      (2) "Consolidate" means to combine within the same neighborhood, without substantially affecting the nature of the business or customers served, (A) two or more branches into a single branch; (B) one or more branches and one or more limited branches into a single branch or limited branch; (C) two or more limited branches into a single limited branch; or (D) one or more branches or limited branches into a main office.

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

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

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

      (b) (1) With the approval of the commissioner, any Connecticut bank may establish a branch in this state. The commissioner shall not approve the establishment of a branch under this subsection unless the commissioner considers whether: (A) Establishment of the branch is consistent with safe and sound banking practices; and (B) the branch will promote the public convenience and advantage. The commissioner shall not approve the establishment of any branch under this subsection unless the commissioner makes the findings required under section 36a-34.

      (2) For a period of three years following the issuance of its final certificate of authority pursuant to subsection (l) of section 36a-70, a Connecticut bank may, with thirty days' prior notice to the commissioner, establish a branch in this state if the proposed branch was approved as part of the application to organize such bank, unless the commissioner requires an approval pursuant to subdivision (1) of this subsection.

      (3) With the approval of the commissioner, any Connecticut bank may convert a limited branch in this state to a branch. The commissioner shall not approve a conversion under this subdivision unless the commissioner considers such factors and makes such findings under subdivision (1) of this subsection as the commissioner deems applicable.

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

      (2) For a period of three years following the issuance of its final certificate of authority pursuant to subsection (l) of section 36a-70, a Connecticut bank may, with thirty days' prior notice to the commissioner, establish a limited branch in this state if the proposed limited branch was approved as part of the application to organize such bank, unless the commissioner requires an approval pursuant to subdivision (1) of this subsection.

      (3) With the approval of the commissioner, any Connecticut bank may convert a branch in this state to a limited branch. The commissioner shall not approve a conversion under this subdivision unless the commissioner considers such factors and makes such findings under subdivision (1) of subsection (b) of this section as the commissioner deems applicable, and the commissioner determines that alternative banking services are available in the neighborhood so that any reduction in services will not result in unmet banking needs.

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

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

      (d) (1) With the approval of the commissioner for each predetermined location, any Connecticut bank may establish in this state a mobile branch. The commissioner shall not approve the establishment of a mobile branch under this subsection unless the commissioner makes the considerations, findings and determinations required under subdivision (1) of subsection (c) of this section, provided that in the case of a mobile branch established in order to meet a special need of the neighborhood in which such mobile branch is to be located, the commissioner shall not approve such establishment unless the commissioner makes the considerations and determinations required under subdivision (4) of subsection (c) of this section.

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

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

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

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

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

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

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

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

      (g) Any Connecticut bank may relocate within this state any branch or limited branch established in this state in accordance with such notice to customers and other requirements as the commissioner may prescribe, provided the bank submits written notice to the commissioner not later than thirty days prior to the date of such relocation.

      (h) Any Connecticut bank may consolidate within this state any branch, limited branch or main office established in this state in accordance with such notice to customers and other requirements as the commissioner may prescribe, provided the bank submits written notice to the commissioner not later than thirty days prior to the date of such consolidation.

      (i) With the approval of the commissioner, a Connecticut bank may sell a branch, limited branch or mobile branch established in this state to any bank, Connecticut credit union or federal credit union. The selling Connecticut bank must have been in existence and continuously operating for at least five years unless the commissioner waives this requirement. The commissioner shall not approve such sale if such acquiring bank or credit union, including all insured depository institutions which are affiliates of the bank or credit union, upon consummation of the sale, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits. Approval under this subsection shall not be required if approval under section 36a-210 is required for such sale.

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

      (k) Any Connecticut bank may relocate outside of this state any branch or limited branch established outside of this state in accordance with such notice to customers and other requirements as the commissioner may prescribe, provided the bank submits written notice to the commissioner not later than thirty days prior to the date of such relocation.

      (l) Any Connecticut bank may consolidate outside of this state any branch or limited branch established outside of this state in accordance with such notice to customers and other requirements as the commissioner may prescribe, provided the bank submits written notice to the commissioner not later than thirty days prior to the date of such consolidation.

      (m) With the approval of the commissioner, a Connecticut bank may sell a branch, limited branch or mobile branch established outside of this state. The selling Connecticut bank must have been in existence and continuously operating for at least five years unless the commissioner waives this requirement. Approval under this subsection shall not be required if approval under section 36a-210 is required for such sale.

      (1949 Rev., S. 5783; 1951, 1955, S. 2651d; 1957, P.A. 88; 1959, P.A. 278; 1967, P.A. 318; 1969, P.A. 633, S. 1; 1971, P.A. 224; P.A. 79-247, S. 1; P.A. 81-207, S. 1; P.A. 86-176, S. 1; P.A. 87-9, S. 2, 3; 87-205, S. 1, 6; P.A. 88-65, S. 53; P.A. 90-2, S. 9, 20; 90-64, S. 1, 4; P.A. 92-12, S. 24; 92-17, S. 1, 7; P.A. 93-59, S. 3, 8; P.A. 94-122, S. 67, 340; Oct. Sp. Sess. P.A. 94-1, S. 16, 21; P.A. 95-155, S. 12, 29; P.A. 96-191, S. 1, 6; P.A. 01-183, S. 5, 11; P.A. 02-47, S. 10; P.A. 03-196, S. 5; P.A. 05-39, S. 5; 05-47, S. 2.)

      History: 1959 act amended (3) by changing "six months" to "three years"; 1967 act required that limited-power branch cease operation within four rather than three years after opening of new state bank and trust company or national banking association in Subsec. (3); 1969 act replaced previous provision re closing of limited-power branch with provision specifying that branch is not required to cease operation for "two years from July 1, 1969," provided the commissioner grants his approval; 1971 act deleted requirement that branch bank must be backed by same amount as required to establish a state bank and trust company in Subsec. (1)(b); P.A. 79-247 deleted requirement that capital and surplus of bank and trust company desiring to operate a branch must exceed one million dollars in Subsec. (1)(b), deleted reference to acquisition by consolidation or merger in Subsec. (1)(c) and specified applicability to acquisition by purchase under any provision of statutes "other than section 36-30" and inserted new Subsecs. (4) and (5), renumbering former Subsec. (4) accordingly; P.A. 81-207 added Subsec. (7) to define "banking institution"; P.A. 86-176 added Subsec. (8) to phase out home office protection over a three-year period; (Revisor's note: Pursuant to P.A. 87-9 "banking commissioner" was changed editorially by the Revisors to "commissioner of banking"); P.A. 87-205 made a technical correction to Subsec. (6) by adding the reference "or unless authorized under the provisions of chapter 662c"; P.A. 88-65 deleted an obsolete reference in Subsec. (3) re the closing of limited power branches; P.A. 90-2 added Subsec. (9) re factors the commissioner of banking must consider, and findings the commissioner must make, prior to approving any branch; P.A. 90-64 added Subsec. (10) re establishment of coexisting branches; P.A. 92-12 redesignated Subsecs., Subdivs. and Subparas., and made technical changes; P.A. 92-17 added provisions re the establishment and operation of limited service and limited hour branches, deleted requirement for a combined capital and surplus of not less than one million dollars and related provisions, deleted former Subsecs. (2) to (5) and (8), redesignated former Subsec. (1) as Subsec. (a) and deleted references to establishment of one or more branches in certain towns in former Subdivs. (a) and (b), redesignated former Subsec. (7) as Subsec. (c), redesignated former Subsec. (9) as Subsec. (d), redesignated former Subsec. (10) as Subsec. (e), and redesignated former Subsec. (6) as Subsec. (f); P.A. 93-59 added new Subsec. (g) authorizing state bank and trust company to sell a branch to any state or federal banking institution located in the state with the approval of the commissioner, effective May 10, 1993; P.A. 94-122 added new Subsec. (a) defining "branch", renumbered former Subsec. (a) as Subsec. (b), deleted Subdiv. (2) of Subsec. (a) re the standard for establishing limited branches, added Subdivs. (2) and (3) to Subsec. (b) and Subsec. (c) re branch establishment, renumbered former Subsec. (b) as Subdiv. (3) of Subsec. (c), deleted Subsecs. (c) and (d), renumbered former Subsec. (e) as Subsec. (d), added new Subsecs. (e) and (f) re branch closing and relocation, and renumbered former Subsecs. (f) and (g) as Subsecs. (g) and (h), effective January 1, 1995; Oct. Sp. Sess. P.A. 94-1 transferred the language in former Subsec. (h) concerning the sale of branches and limited branches to Subsec. (g) and designated former Subsec. (g), which prohibits out-of-state banks from maintaining offices within the state, as Subsec. (h)(1) and added a new Subdiv. (2) excluding from the out-of-state bank prohibitions in Subdiv. (1) a foreign bank establishing and maintaining a federal branch or state branch, provided the foreign bank elects this state as its home state under the International Banking Act of 1978, or a federal agency, state agency or representative office, effective January 1, 1995; Sec. 36-59 transferred to Sec. 36a-145 in 1995; P.A. 95-155 amended Subsec. (b)(2) and (d) to change references to banks and credit unions to "depository institutions", amended Subsec. (g) to add five-year requirement and requirement re control of deposits, added new Subsec. (h) re a Connecticut bank's establishing a branch or limited branch outside this state, renumbered former Subsec. (h) as (i), and made technical change in Subsec. (a), effective June 27, 1995; P.A. 96-191 redefined "branch" and "limited branch" to refer to offices at fixed locations, defined "mobile branch" and established provisions re mobile bank branches, and deleted former Subsec. (i) re out-of-state banks, effective June 3, 1996; P.A. 01-183 added Subsec. (b)(4) re conversion of a limited branch to a branch, added reference to special need in Subsec. (c)(2), and amended Subsec. (f) by adding provisions re additional information required by the commissioner in Subdiv. (1) and deleting provision re notice and other requirements and adding Subparas. (A) and (B) re submission of notice and closure of predetermined location of a mobile branch in Subdiv. (3), effective July 6, 2001; P.A. 02-47 moved definition of "relocate" from Subsec. (g) to Subsec. (a), amended Subsec. (c) by adding provisions re establishment of limited branch "either de novo or resulting from the conversion of a branch" in Subdiv. (1) and by making technical changes in Subdivs. (1) and (2), amended Subsecs. (g) and (h) by adding provisions re branches "established in this state", added Subsec. (j) re relocation of branch or limited branch established outside state and added Subsec. (k) re sale of branch, limited branch or mobile branch established outside state; P.A. 03-196 amended Subsec. (a) by redefining "branch" in Subdiv. (1) to eliminate requirement that office be open during specified hours, defining "consolidate" in new Subdiv. (2) and redesignating existing Subdivs. (2) to (4), inclusive, as Subdivs. (3) to (5), inclusive, amended Subsec. (b) by merging existing Subdivs. (2) and (3) into Subdiv. (1), deleting "in the town or the surrounding area" in Subdiv. (1)(B), adding new Subdiv. (2) re establishment of a branch approved as part of application to organize a bank, and redesignating existing Subdiv. (4) as Subdiv. (3), amended Subsec. (c) by deleting "either de novo or resulting from the conversion of a branch" in Subdiv. (1), deleting "or conversion" in Subdiv. (1)(A), deleting Subdiv. (1)(C) re determination of availability of alternative banking services, adding new Subdiv. (2) re establishment of a limited branch approved as part of application to organize a bank and new Subdiv. (3) re conversion of a branch to a limited branch, redesignating existing Subdivs. (2) and (3) as new Subdivs. (4) and (5), and amending Subdiv. (5) by deleting "or mobile branch", amended Subsec. (d) by designating existing provisions as Subdiv. (1), amending said Subdiv. (1) by deleting provision re full or limited services or time periods and adding Subdiv. (2) re identification and approval of mobile branch, amended Subsec. (g) to allow Connecticut bank to relocate branch upon prior notice to commissioner rather than approval of commissioner, added new Subsecs. (h) and (l) re consolidation of branch or main office by Connecticut bank, redesignated existing Subsecs. (h) to (j), inclusive, as new Subsecs. (i) to (k), inclusive, and redesignated existing Subsec. (k) as new Subsec. (m), amended Subsecs. (i) and (m) by providing that approval not required if approval is required under Sec. 36a-210 for such sale, amended Subsec. (j) by providing that agreement may include provisions re assessment or sharing of fees for examination or supervision, amended Subsec. (k) to allow Connecticut bank to relocate branch upon prior notice to commissioner rather than approval of commissioner, and made conforming and technical changes, effective July 1, 2003; P.A. 05-39 amended Subsec. (b)(1) to substitute requirement that commissioner consider whether proposed branch will promote the public convenience and advantage for requirements that commissioner consider whether establishment of branch will result in oversaturation of depository institutions in town in which branch is to be located or in area surrounding the town, whether the Connecticut bank intends to operate branch on a long-term basis, and whether such bank maintains a reasonable ratio of loans made in the state to deposits received from residents of the state, and to eliminate requirement that commissioner not consider the existence of any office established under Sec. 36a-425(d) that is situated at or near location of branch, effective May 17, 2005; P.A. 05-47 amended Subsec. (a)(1) to add exception re Sec. 36a-23(a).

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PART IV
AUTOMATED TELLER MACHINES, SATELLITE DEVICES
AND POINT OF SALE TERMINALS

      Sec. 36a-156. (Formerly Sec. 36-193c). Availability of automated teller machines, satellite devices and point of sale terminals. (a) One or more banks, Connecticut credit unions or federal credit unions that have established a satellite device or point of sale terminal shall make the satellite device or point of sale terminal available for use (1) by their own customers for such transactions as such banks or credit unions choose to permit for the particular satellite device or point of sale terminal, (2) with respect to a satellite device, for withdrawals, transfers and balance inquiries by customers of any other bank, Connecticut credit union or federal credit union, and (3) with respect to a point of sale terminal, for withdrawals by customers of any other bank, Connecticut credit union or federal credit union. In the case of use pursuant to subdivision (2) or (3) of this subsection, such use shall be conditioned upon payment by each such other bank or credit union of a reasonably proportionate share of all acquisition, installation and operating costs of the satellite device or point of sale terminal. The satellite device or point of sale terminal shall identify with equal prominence all of the network systems which use the satellite device or point of sale terminal. The bank that owns the satellite device shall display its logo on such device. Nothing in this subsection shall be construed to prevent a bank, Connecticut credit union or federal credit union that has established a satellite device or point of sale terminal from offering other services to its own customers or to the customers of any other bank, Connecticut credit union or federal credit union at such device or terminal upon such terms as it shall deem appropriate.

      (b) Any bank, Connecticut credit union or federal credit union which has established an automated teller machine which is not a satellite device may permit any other bank, Connecticut credit union or federal credit union to use such automated teller machine, provided if such permission is granted to any other bank, Connecticut credit union or federal credit union, the automated teller machine is made available for use by any other bank, Connecticut credit union or federal credit union, upon payment of reasonably proportionate costs as described under subsection (a) of this section.

      (P.A. 75-373, S. 3, 9; P.A. 83-298, S. 3; P.A. 94-122, S. 69, 340; P.A. 05-47, S. 3.)

      History: P.A. 83-298 allowed one or more banking institutions to establish a satellite device or point of sale terminal and make such device available for use by any other banking institution; P.A. 94-122 added Subsec. (b) re use of ATMs by other banks and credit unions, effective January 1, 1995; Sec. 36-193c transferred to Sec. 36a-156 in 1995; P.A. 05-47 amended Subsec. (a) to delete "on a nondiscriminatory basis", to insert Subdivs. (1) to (3) re availability of satellite device or point of sale terminal for use by own customers for such transactions as banks or credit unions choose to permit and by customers of other bank or credit union for withdrawals, transfers and balance inquiries, to delete requirement that satellite device or point of sale terminal identify all banks or credit unions which use such device or terminal, to require bank that owns satellite device to display its logo on such device, to provide that nothing in Subsec. shall prevent bank or credit union from offering other services to its own customers or to customers of other bank or credit union at satellite device or terminal upon such terms as it deems appropriate, and to make a technical change, and amended Subsec. (b) to delete "on a nondiscriminatory basis", to delete former Subdiv. (2) re use in accordance with Subsec. (a) and to make technical changes.

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PART VI
BANK HOLDING COMPANIES

      Sec. 36a-198. (Formerly Sec. 36-142gg). Mutual holding company subsidiary holding company. (a) A mutual holding company may establish a subsidiary holding company as a direct subsidiary to hold one hundred per cent of the stock of its reorganized savings institution subsidiary. The formation and operation of the subsidiary holding company may not be utilized as a means to evade or frustrate the purposes of sections 36a-192 to 36a-199, inclusive. The subsidiary holding company may be established either at the time of the initial mutual holding company reorganization or at a subsequent date, subject to the approval of and in accordance with any conditions or limitations imposed by the commissioner. A proposal to establish a subsidiary holding company shall be filed with the commissioner and shall include the proposed certificate of incorporation and bylaws of the subsidiary holding company and any other information required by the commissioner.

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

      (P.A. 85-330, S. 13, 14; P.A. 02-47, S. 13; P.A. 05-39, S. 6.)

      History: Sec. 36-142gg transferred to Sec. 36a-198 in 1995; P.A. 02-47 replaced former section re regulations with provisions designated as Subsecs. (a) and (b) re establishment of subsidiary holding company by mutual holding company to hold stock of reorganized savings institution, effective May 9, 2002; P.A. 05-39 amended Subsec. (b) to substitute fifty per cent for fifty-one per cent and to make a technical change, effective May 17, 2005.

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PART VIII
FAILURES, RECEIVERSHIPS AND CONSERVATORSHIPS
AND OTHER EMERGENCY ACTIONS

      Sec. 36a-222. Appointment of receiver or conservator for Connecticut banks and credit unions. Requirements. Division within department for liquidating or administering banks or credit unions. Appointment of agent. Reports. Salaries, costs and expenses. Exclusive jurisdiction of Superior Court. Admissibility of records. (a) In all cases in which the appointment of a receiver or conservator for any Connecticut bank or Connecticut credit union is sought, if it is found that a receiver or conservator should be appointed, the Superior Court shall appoint as a receiver or conservator the commissioner or, if requested by the commissioner, the Federal Deposit Insurance Corporation or the National Credit Union Administration, or their successor agencies or, if such agencies cannot act as receiver or conservator, an independent receiver or conservator. If the commissioner, the Federal Deposit Insurance Corporation or the National Credit Union Administration, or their successor agencies, accepts the appointment as receiver or conservator, no bond shall be required to be posted. If an independent person accepts the appointment as receiver or conservator, the court shall require such person to post a suitable bond. The Superior Court may appoint the receiver or conservator on an ex parte basis upon a sufficient affidavit of the commissioner or the commissioner's authorized representative indicating reasonable likelihood that an unsafe or unsound condition exists which is likely to have an adverse effect upon depositors, share account holders, clients or creditors. If an independent receiver or conservator is appointed, the commissioner shall be a party to the receivership proceeding or conservatorship with standing to initiate or contest any motion, and the views of the commissioner shall be entitled to deference unless they are inconsistent with the plain meaning of sections 36a-215 to 36a-239, inclusive.

      (b) The commissioner may organize a separate division within the Department of Banking for liquidating or administering the affairs of the banks or credit unions for which the commissioner is acting as receiver or conservator, and the commissioner may appoint such employees and retain such consultants as the commissioner deems necessary for the liquidation or administration of the affairs of such banks or credit unions. The commissioner may appoint an agent, who shall be an employee of the Department of Banking and who, in the absence or incapacity of the commissioner and of the commissioner's deputy, shall have authority to act for or represent the commissioner in all matters pertaining to the duties of the commissioner as the receiver or conservator of any Connecticut bank or Connecticut credit union. Such agent may execute and sign for the commissioner as the receiver or conservator any documents, instruments or reports necessary in the administration of the receivership or conservatorship. All legal services required by the commissioner as receiver or conservator or the commissioner's deputy, agent or employees in connection with such receivership proceedings or the administration or reorganization of any such Connecticut bank or Connecticut credit union shall be performed by the Attorney General. The commissioner shall keep on file in the commissioner's office an executed copy of each report required to be filed by the commissioner as receiver or conservator with the clerk of the Superior Court and shall include a report of each bank or credit union for which the commissioner is acting as receiver or conservator in the commissioner's annual report to the Governor.

      (c) (1) If the commissioner is appointed receiver or conservator, any salaries and expenses incurred in the liquidation, reorganization or administration of the bank or credit union shall be paid out of the funds of the bank or credit union, subject to the approval of the Superior Court. The state shall be reimbursed for any costs or expenses incurred by the Department of Banking in the liquidation, reorganization or administration of the receivership or conservatorship, and the commissioner may collect from each such estate in receivership or conservatorship such costs and expenses as, in the commissioner's opinion, are fair and equitable. Any such costs or expenses so collected shall be deposited with the State Treasurer and shall be credited to the State Banking Fund. Any salaries and expenses for legal services provided by the Attorney General shall be paid out of the funds of the estate in receivership or conservatorship with the approval of the court. Such salaries and expenses shall be allocated by the commissioner as nearly as possible to the estate in receivership or conservatorship for which the services were rendered, and the funds in payment of the same shall be deposited with the State Treasurer and shall be credited to the appropriation for the Attorney General.

      (2) If an independent person is appointed receiver or conservator, the cost and expenses incurred in the liquidation, reorganization or administration of the bank or credit union, including any funds paid by the commissioner to the receiver or conservator before the bank or credit union was placed in receivership or conservatorship, shall be paid out of the funds of the bank or credit union, subject to the approval of the court.

      (d) Upon the appointment of a receiver pursuant to subsection (a) of this section, possession of and title to all assets, business and property of the Connecticut bank or Connecticut credit union shall pass to and vest in the receiver without the execution of any instruments of conveyance, assignment, transfer or endorsement.

      (e) (1) Except as otherwise provided by this subdivision, the superior court in which a receivership proceeding against a Connecticut bank or Connecticut credit union is pending has exclusive jurisdiction to hear and determine all actions or proceedings instituted by or against the bank, credit union or receiver after the receivership proceeding begins. The receiver may file in any jurisdiction an ancillary suit to obtain jurisdiction or venue over a person or property.

      (2) A record of a Connecticut bank or Connecticut credit union obtained by the receiver and held in the course of the receivership proceeding or a certified copy of the record under the official seal of the receiver is admissible as evidence in all cases without proof of correctness or other proof, except the certificate of the receiver that the record was received from the custody of the bank or credit union or found among its effects. The receiver may certify the correctness of such record and a record of the receiver's office, and may certify any fact contained in the record. The record is admissible as evidence in all cases in which the original would be evidence. The original record or a certified copy of the record is prima facie evidence of the facts it contains.

      (f) (1) A judgment or order of a court of this state or of another jurisdiction in an action pending by or against a Connecticut bank or Connecticut credit union, rendered after the date such bank or credit union was placed in receivership, is not binding on the receiver unless the receiver was made a party to the suit.

      (2) Before the first anniversary of the date the Connecticut bank or Connecticut credit union was placed in receivership, the receiver may not be required to plead to any suit pending against such bank or credit union in a court in this state on the date such bank or credit union was placed in receivership and in which the receiver is a proper plaintiff or defendant.

      (P.A. 94-122, S. 97, 340; P.A. 02-73, S. 12; P.A. 04-136, S. 14; P.A. 05-288, S. 199.)

      History: P.A. 94-122 effective January 1, 1995; P.A. 02-73 amended Subsecs. (a) and (b) by adding provisions making section applicable to Connecticut credit unions; P.A. 04-136 replaced former Subsecs. (a) and (b) with new Subsec. (a) re appointment of a receiver or conservator for any Connecticut bank or Connecticut credit union and requirements re such appointment, new Subsec. (b) authorizing commissioner to organize separate division within department for liquidating or administering affairs of banks or credit unions for which commissioner is acting as receiver or conservator, re appointment and powers of agent, and concerning reports, new Subsec. (c) requiring salaries and expenses incurred in liquidation, reorganization or administration of bank or credit union to be paid out of funds of bank or credit union, subject to court approval, and re reimbursement of state for any costs or expenses incurred by department concerning receivership or conservatorship, new Subsec. (d) requiring possession of and title to all assets, business and property of bank or credit union to pass to and vest in receiver without execution of any instruments upon appointment of a receiver, new Subsec. (e) re exclusive jurisdiction of Superior Court and admissibility of records, and new Subsec. (f) re judgments or orders of court, effective May 12, 2004; P.A. 05-288 made technical changes in Subsec. (c)(2), effective July 13, 2005.

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      Sec. 36a-226. (Formerly Sec. 36-39). Duties of receiver re inventory and appraisal of assets of Connecticut banks and credit unions in receivership. Conversion of assets. Deposit of money. The receiver shall, as soon after the receiver's appointment as is practicable, make and return to the court an inventory and appraisal of the assets of the Connecticut bank or Connecticut credit union or estate in receivership, verified by oath according to the receiver's best knowledge, information and belief, and shall, from time to time thereafter, make and return such additional or supplementary inventories and valuations, and render such reports of the receiver's actions and statements of accounts, as are necessary for the information of the court or as are required by the order of the court. The receiver shall hold all the assets which come into the receiver's possession as such receiver, subject to the order of the court, and shall convert such assets into money with all reasonable dispatch. The receiver shall deposit money collected on behalf of such bank or credit union in a bank, a Connecticut credit union, a federal credit union, an out-of-state bank that maintains in this state a branch, as defined in section 36a-410, or an out-of-state credit union that maintains in this state a branch, as defined in section 36a-435b. In cases of doubt or difficulty, the receiver may, upon written application, ask the advice of the court as to the manner in which the receiver shall execute the receiver's trust. The court may, from time to time, on its own motion, or on complaint of any interested party, make all necessary and proper orders as to the proceedings and actions of the receiver.

      (1949 Rev., S. 5764; P.A. 94-122, S. 101, 340; P.A. 02-73, S. 16; P.A. 03-153, S. 2; P.A. 04-136, S. 18; P.A. 05-288, S. 200.)

      History: P.A. 94-122 made technical changes, effective January 1, 1995; Sec. 36-39 transferred to Sec. 36a-226 in 1995; P.A. 02-73 added provisions making section applicable to Connecticut credit unions; P.A. 03-153 substituted "in accordance with section 36a-223" for provisions re sale, disposition and conveyance of assets and compromising of claims, effective June 26, 2003; P.A. 04-136 deleted "in accordance with section 36a-223" and required receiver to deposit money collected on behalf of bank or credit union in a bank, Connecticut credit union, federal credit union, out-of-state bank that maintains a branch in this state or out-of-state credit union that maintains a branch in this state, effective May 12, 2004; P.A. 05-288 made technical changes, effective July 13, 2005.

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      Sec. 36a-237. (Formerly Sec. 36-51). Distribution of assets of any Connecticut bank, trust bank or uninsured bank. Order of priority. Distribution of assets of a Connecticut credit union in event of liquidation. Sequence of distribution. (a) The assets of any Connecticut bank, other than a trust bank or uninsured bank, in the possession of a receiver shall be distributed in the following order of priority: (1) All fees and assessments due the commissioner; (2) the charges and expenses of settling such bank's affairs; (3) all deposits; (4) all other liabilities; (5) any liquidation account; and (6) in the case of a capital stock Connecticut bank, the claims of shareholders or, in the case of a mutual savings bank or mutual savings and loan association, the claims of depositors in proportion to their respective deposits.

      (b) (1) The assets of a trust bank or an uninsured bank shall be distributed in the following order of priority: (A) All fees and assessments due the commissioner; (B) administrative expenses; (C) approved claims of owners of secured trust funds on deposit to the extent of the value of the security as provided in subsection (d) of section 36a-237f; (D) approved claims of secured creditors to the extent of the value of the security as provided in subsection (d) of section 36a-237f; (E) approved claims by beneficiaries of insufficient commingled fiduciary money or missing fiduciary property and approved claims of clients of the trust bank or uninsured bank; (F) other approved claims of depositors and general creditors not falling within a higher priority under this subdivision, including unsecured claims for taxes and debts due the federal government or a state or local government; (G) approved claims of a type described by subparagraphs (A) to (F), inclusive, of this subdivision that were not filed within the period prescribed by sections 36a-215 to 36a-239, inclusive; and (H) claims of capital note or debenture holders or holders of similar obligations and proprietary claims of shareholders or other owners according to the terms established by issue, class or series.

      (2) As used in this subsection, "administrative expense" means (A) any expense designated as an administrative expense by sections 36a-231 and 36a-237h; (B) any charge or expense of settling the affairs of the bank, including court costs and expenses of operation and liquidation of the bank's estate; (C) wages owed to an employee of the bank for services rendered within three months before the date the bank was placed in receivership and not exceeding two thousand dollars to each employee; (D) current wages owed to an employee of the bank whose services are retained by the receiver for services rendered after the date the bank is placed in receivership; and (E) an unpaid expense of supervision or conservatorship of the bank before it was placed in receivership.

      (c) In the event of liquidation of a Connecticut credit union, the assets of the Connecticut credit union or the proceeds from any disposition of the assets shall be applied and distributed in the following sequence: (1) All fees and assessments due the commissioner; (2) claims of secured creditors up to the value of their collateral; (3) the costs and expenses of liquidation; (4) the wages due the employees of the Connecticut credit union; (5) the costs and expenses incurred by creditors in successfully opposing the release of the Connecticut credit union from certain debts as allowed by the commissioner; (6) all taxes owed to the United States or any other governmental unit; (7) all other debts owed to the United States or any other governmental unit; (8) claims of general creditors and secured creditors to the extent that their claims exceed the value of their collateral; (9) claims of members, to the extent of uninsured share accounts, and the organization that insured the share accounts of the Connecticut credit union; (10) in the event of liquidation of a Connecticut credit union that is a corporate Connecticut credit union, as defined in section 36a-435b, membership capital, and then paid-in capital; and (11) in the event of liquidation of a Connecticut credit union that has received a low-income designation from the National Credit Union Administration under 12 CFR 701.34, as from time to time amended, any outstanding secondary capital accounts.

      (d) The holders of claims in any class set forth in this section shall not receive any distribution until the holders of claims in all classes having a higher priority under this section are paid in full. If the assets of any such Connecticut bank or Connecticut credit union are insufficient to pay in full all of the claims in a particular class, the assets shall be distributed to each claimant within such class on a pro rata basis.

      (1949 Rev., S. 5776; P.A. 78-121, S. 34, 113; P.A. 88-65, S. 29; P.A. 91-126, S. 1, 2; P.A. 92-89, S. 2, 20; P.A. 94-122, S. 112, 340; P.A. 02-73, S. 25; P.A. 04-136, S. 26; P.A. 05-288, S. 201.)

      History: P.A. 78-121 removed building associations from Subsec. (3) and deleted Subsec. (5) re property of private bankers; P.A. 88-65 deleted Subsec. (4) re property of industrial banks; P.A. 91-126 relettered Subsecs. (1), (2) and (3) to read (a), (b) and (c), respectively, and renumbered the Subdivs. therein, changed "appropriated ratably to the payment of" to read "distributed in the following order of priority" in each Subsec., changed state bank and trust company to capital stock bank organized under the laws of this state and added Subdiv. (6) re claims of stockholders in Subsec. (a), changed savings bank to mutual savings bank organized under the laws of this state and added "including deposits" and "in proportion to their respective deposits" in Subsec. (b), changed savings and loan association to savings and loan association organized under the laws of this state, except a capital stock savings and loan association and added "including deposits" in Subsec. (c), and added Subsec. (d) re distribution to holders of claims; P.A. 92-89 provided that all fees and assessments due the commissioner shall be first in order of priority in the event of distribution by a receiver; P.A. 94-122 consolidated the priority provisions for payment of claims in case of bank failure for all banks, deleted Subsecs. (b) and (c) and renumbered former Subsec. (d) as Subsec. (b), and made technical changes, effective January 1, 1995; Sec. 36-51 transferred to Sec. 36a-237 in 1995; P.A. 02-73 added new Subsec. (b) re application and sequence of distribution of assets of Connecticut credit union in the event of liquidation, redesignated existing Subsec. (b) as Subsec. (c) and deleted "capital stock" and "mutual savings bank or mutual savings and loan association" and added "Connecticut credit union" in Subsec. (c); P.A. 04-136 amended Subsec. (a) to replace "avails of the property" with "assets" and to insert "other than a trust bank or uninsured bank", added new Subsec. (b) re distribution of assets of a trust bank or uninsured bank and definition of "administrative expense", redesignated existing Subsecs. (b) and (c) as new Subsecs. (c) and (d), respectively, and amended Subsec. (d) to substitute "assets" for "avails of the property" and "avails", effective May 12, 2004; P.A. 05-288 made a technical change in Subsec. (c)(9), effective July 13, 2005.

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      Sec. 36a-237f. Procedures re filing claims against the estate of trust banks and uninsured banks in receivership. Judgment. Appeal. Payment of claims. (a) To receive payment of a claim against the estate of a trust bank or uninsured bank in receivership, a person who has a claim, other than a shareholder acting in that capacity, including a claimant with a secured claim or a fiduciary claimant ordered by the receiver to file a proof of claim under subdivision (2) of subsection (b) of section 36a-225, shall present proof of the claim to the receiver at a place specified by the receiver, within the period specified by the receiver. Receipt of the required proof of claim by the receiver is a condition precedent to the payment of the claim. A claim that is not filed within the period or at the place specified by the receiver may not participate in a distribution of the assets by the receiver, except that, subject to court approval, the receiver may accept a claim filed not later than the one-hundred-eightieth day after the date notice of the claimant's right to file a proof of claim is mailed to the claimant, provided such claim shall be subordinate to an approved claim of a general creditor. Interest does not accrue on any claim after the date the bank is placed in receivership. The provisions of this subsection shall not apply to a fiduciary claimant or depositor where the records of the bank in receivership are sufficient to identify the fiduciary claimant's or depositor's interest.

      (b) (1) The proof of claim against a trust bank or an uninsured bank shall be in writing, be signed by the claimant, and include: (A) A statement of the claim; (B) a description of the consideration for the claim; (C) a statement of whether collateral is held or a security interest is asserted against the claim and, if so, a description of the collateral or security interest; (D) a statement of any right of priority of payment for the claim or other specific right asserted by the claimant; (E) a statement of whether a payment has been made on the claim and, if so, the amount and source of the payment, to the extent known by the claimant; (F) a statement that the amount claimed is justly owed by the bank to the claimant; and (G) any other matter that is required by the Superior Court.

      (2) The receiver may designate the form of the proof of claim. A proof of claim shall be filed under oath unless the oath is waived by the receiver. If a claim is founded on a written instrument, the original instrument, unless lost or destroyed, shall be filed with the proof of claim. After the instrument is filed, the receiver may permit the claimant to substitute a copy of the instrument until the final disposition of the claim. If the instrument is lost or destroyed, a statement of that fact and of the circumstances of the loss or destruction shall be filed under oath with the claim.

      (c) A judgment against a trust bank or uninsured bank in receivership taken by default or by collusion before the date the bank was placed in receivership may not be considered as conclusive evidence of the liability of the bank to the judgment creditor or of the amount of damages to which the judgment creditor is entitled. A judgment against the bank entered after the date the bank was placed in receivership may not be considered as evidence of liability or of the amount of damages.

      (d) (1) The owner of secured trust funds on deposit may file a claim as a creditor against a trust bank or uninsured bank in receivership. The value of the security shall be determined under supervision of the Superior Court by converting the security into money.

      (2) The owner of a secured claim against a trust bank or uninsured bank in receivership may surrender the security and file a claim as a general creditor or apply the security to the claim and discharge the claim.

      (3) If the owner applies the security and discharges the claim under subdivision (2) of this subsection, any deficiency shall be treated as a claim against the general assets of the bank on the same basis as a claim of an unsecured creditor. The amount of the deficiency shall be determined as provided by subsection (e) of this section, except that if the amount of the deficiency has been adjudicated by a court in a proceeding in which the receiver has had notice and an opportunity to be heard, the court's decision is conclusive as to the amount.

      (4) The value of security held by a secured creditor shall be determined under supervision of the court by converting the security into money according to the terms of the agreement under which the security was delivered to the creditor or by agreement, arbitration, compromise or litigation between the creditor and the receiver.

      (e) (1) A claim against a trust bank or uninsured bank in receivership based on an unliquidated or undetermined demand shall be filed within the period for the filing of the claim. The claim may not share in any distribution to claimants until the claim is definitely liquidated, determined and allowed. After the claim is liquidated, determined and allowed, the claim shares ratably with the claims of the same class in all subsequent distributions.

      (2) If the receiver in all other respects is in a position to close the receivership proceeding, the proposed closing is sufficient grounds for the rejection of any remaining claim based on an unliquidated or undetermined demand. The receiver shall notify the claimant of the intention to close the proceeding. If the demand is not liquidated or determined before the sixty-first day after the date of the notice, the receiver may reject the claim.

      (3) For the purposes of this subsection, a demand is considered unliquidated or undetermined if the right of action on the demand accrued while the trust bank or uninsured bank was placed in receivership and the liability on the demand has not been determined or the amount of the demand has not been liquidated.

      (f) (1) Mutual credits and mutual debts shall be set off and only the balance allowed or paid, except that a set-off may not be allowed in favor of a person if: (A) The obligation of a trust bank or uninsured bank to the person on the date the bank was placed in receivership did not entitle the person to share as a claimant in the assets of the bank; (B) the obligation of the bank to the person was purchased by or transferred to the person after the date the bank was placed in receivership or for the purpose of increasing set-off rights; or (C) the obligation of the person or the bank is as a trustee or fiduciary.

      (2) Upon request, the receiver shall provide a person with an accounting statement identifying each debt that is due and payable. A person who owes a trust bank or uninsured bank an amount that is due and payable against which the person asserts set-off of mutual credits that may become due and payable from the bank in the future shall promptly pay to the receiver the amount due and payable. The receiver shall promptly refund, to the extent of the person's prior payment, mutual credits that become due and payable to the person by the bank in receivership.

      (g) (1) Not later than six months after the last day permitted for the filing of claims or a later date allowed by the Superior Court, the receiver shall accept or reject in whole or in part each claim filed against a trust bank or an uninsured bank in receivership, except for an unliquidated or undetermined claim governed by subsection (e) of this section. The receiver shall reject a claim if the receiver doubts its validity.

      (2) The receiver shall mail written notice to each claimant, specifying the disposition of the person's claim. If a claim is rejected in whole or in part, the receiver in the notice shall specify the basis for rejection and advise the claimant of the procedures and deadline for appeal.

      (3) The receiver shall send each claimant a summary schedule of approved and rejected claims by priority class and notify the claimant: (A) That a copy of a schedule of claims disposition, including only the name of the claimant, the amount of the claim allowed, and the amount of the claim rejected, is available upon request; and (B) of the procedure and deadline for filing an objection to an approved claim.

      (h) The receiver of a trust bank or uninsured bank, with the approval of the superior court, shall set a deadline for an objection to an approved claim. On or before that date, a depositor, creditor, other claimant or shareholder of a trust bank or uninsured bank may file an objection to an approved claim. The objection shall be heard and determined by the court. If the objection is sustained, the court shall direct an appropriate modification of the schedule of claims.

      (i) The receiver's rejection of a claim may be appealed to the superior court in which the receivership proceeding of a trust bank or uninsured bank is pending. The appeal shall be filed within three months after the date of service of notice of the rejection. If the appeal is timely filed, review is de novo as if it were an action originally filed in the court, and is subject to the rules of procedure and appeal applicable to civil cases. An action to appeal rejection of a claim by the receiver is separate from the receivership proceeding, and may not be initiated by a claimant intervening in the receivership proceeding. If the action is not timely filed, the action of the receiver is final and not subject to review.

      (j) (1) The Banking Commissioner shall deposit all money available for the benefit of persons who have not filed a claim and are, according to the bank's records, depositors and creditors of a trust bank or uninsured bank in receivership in a bank, Connecticut credit union, federal credit union, out-of-state bank that maintains in this state a branch, as defined in section 36a-410, or out-of-state credit union that maintains in this state a branch, as defined in section 36a-435b. The commissioner shall pay the nonclaiming depositors and creditors on demand the undisputed amount, based on the bank's records, held for their benefit.

      (2) The receiver may periodically make a partial distribution to the holders of approved claims if: (A) All objections have been heard and decided as provided by subsection (h) of this section; (B) the time for filing appeals has expired as provided by subsection (i) of this section; (C) money has been made available to provide for the payment of all nonclaiming depositors and creditors in accordance with subdivision (1) of this subsection; and (D) a proper reserve is established for the pro rata payment of: (i) Rejected claims that have been appealed, and (ii) any claims based on unliquidated or undetermined demands governed by subsection (e) of this section.

      (3) As soon as practicable after all objections, appeals and claims based on previously unliquidated or undetermined demands governed by subsection (e) of this section have been determined and money has been made available to provide for the payment of all nonclaiming depositors and creditors in accordance with subdivision (1) of this subsection, the receiver shall distribute the assets of a trust bank or uninsured bank in satisfaction of approved claims other than claims asserted in a person's capacity as a shareholder.

      (P.A. 04-136, S. 30; P.A. 05-288, S. 202.)

      History: P.A. 04-136 effective May 12, 2004; P.A. 05-288 made technical changes in Subsec. (j)(1), effective July 13, 2005.

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      Sec. 36a-237h. Inmunity for receivers and conservators of trust banks and uninsured banks and their employees. (a) Persons entitled to protection under this section shall be: (1) All receivers or conservators of trust banks or uninsured banks, including present and former receivers and conservators; and (2) the employees of such receivers or conservators. Attorneys, accountants, auditors and other professional persons or firms who are retained by the receiver or conservator as independent contractors, and their employees, shall not be considered employees of the receiver or conservator for purposes of this section.

      (b) The receiver or conservator and the employees of the receiver or conservator shall be immune from suit and liability, both personally and in their official capacities, for any claim for damage to or loss of property, personal injury or other civil liability caused by or resulting from any alleged act, error or omission of the receiver or conservator or any employee arising out of or by reason of their duties or employment, provided nothing in this section shall be construed to hold the receiver or conservator or any employee immune from suit or liability for any damage, loss, injury or liability caused by the intentional or wilful and wanton misconduct of the receiver or conservator or any employee.

      (c) (1) If any legal action is commenced against the receiver or conservator or any employee, whether personally or in such person's official capacity, alleging property damage, property loss, personal injury or other civil liability caused by or resulting from any alleged act, error or omission of the receiver or conservator or any employee arising out of or by reason of their duties or employment, the receiver or conservator and any employee shall be indemnified from the assets of the trust bank or uninsured bank for all expenses, attorneys' fees, judgments, settlements, decrees or amounts due and owing or paid in satisfaction of or incurred in the defense of such legal action unless it is determined upon a final adjudication on the merits that the alleged act, error or omission of the receiver or conservator or employee giving rise to the claim did not arise out of or by reason of such person's duties or employment, or was caused by intentional or wilful and wanton misconduct.

      (2) Attorneys' fees and any related expenses incurred in defending a legal action for which immunity or indemnity is available under this section shall be paid from the assets of the trust bank or uninsured bank, as they are incurred, in advance of the final disposition of such action upon receipt of an undertaking by or on behalf of the receiver or conservator or employee to repay the attorneys' fees and expenses if it shall ultimately be determined upon a final adjudication on the merits that the receiver or conservator or employee is not entitled to immunity or indemnity under this section.

      (3) Any indemnification for expense payments, judgments, settlements, decrees, attorneys' fees, surety bond premiums or other amounts paid or to be paid from the assets of the trust bank or uninsured bank pursuant to this section shall be an administrative expense of the receivership or conservatorship.

      (4) In the event of any actual or threatened litigation against a receiver or conservator or any employee for which immunity or indemnity may be available under this section, a reasonable amount of funds, which in the judgment of the receiver or conservator may be needed to provide immunity or indemnity, shall be segregated and reserved from the assets of the trust bank or uninsured bank as security for the payment of indemnity until such time as all applicable statutes of limitation shall have run and all actual or threatened actions against the receiver or conservator or any employee have been completely and finally resolved, and all obligations of the trust bank or uninsured bank and the commissioner under this section shall have been satisfied.

      (5) In lieu of segregation and reserving of funds, the receiver or conservator may, in the receiver's or conservator's discretion, obtain a surety bond or make other arrangements that will enable the receiver or conservator to fully secure the payment of all obligations under this section.

      (d) If any legal action against an employee for which indemnity may be available under this section is settled prior to final adjudication on the merits, the receiver or conservator shall pay from the assets of the bank the settlement amount on behalf of the employee or indemnify the employee for the settlement amount unless the receiver or conservator determines:

      (1) That the claim did not arise out of or by reason of the employee's duties or employment; or

      (2) That the claim was caused by the intentional or wilful and wanton misconduct of the employee.

      (e) In any legal action in which the receiver or conservator is a defendant, that portion of any settlement relating to the alleged act, error or omission of the receiver or conservator shall be subject to the approval of the superior court before which the receivership proceeding or conservatorship is pending. The court shall not approve that portion of the settlement if it determines:

      (1) That the claim did not arise out of or by reason of the receiver's or conservator's duties or employment; or

      (2) That the claim was caused by the intentional or wilful and wanton misconduct of the receiver or conservator.

      (f) Nothing contained or implied in this section shall operate, or be construed or applied to deprive the receiver or conservator or any employee of any immunity, indemnity, benefits of law, rights or any defense otherwise available.

      (g) (1) The provisions of subsection (b) of this section shall apply to any suit based in whole or in part on any alleged act, error or omission which takes place on or after May 12, 2004.

      (2) No legal action shall lie against the receiver or conservator or any employee based in whole or in part on any alleged act, error or omission which took place prior to May 12, 2004, unless suit is filed and valid service of process is obtained not later than twelve months after May 12, 2004.

      (3) Subsections (c) to (e), inclusive, of this section shall apply to any suit which is pending on or filed after May 12, 2004, without regard to when the alleged act, error or omission took place.

      (P.A. 04-136, S. 32; P.A. 05-288, S. 203.)

      History: P.A. 04-136 effective May 12, 2004; P.A. 05-288 made a technical change in Subsec. (a), effective July 13, 2005.

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