Connecticut General Statutes 38a-1093 – Subsidiaries
(a) The exchange may establish one or more subsidiaries for such purposes as prescribed by resolution of the board of directors of the exchange, which purposes shall be consistent with the purposes of the exchange, provided no subsidiary shall be established for the purpose of providing insurance broker services, except dental or vision services, as necessary. Each subsidiary shall be deemed a quasi-public agency for the purposes of chapter 12 and shall have all the privileges, immunities, tax exemptions and other exemptions of the exchange. Any such subsidiary shall be subject to the provisions of chapter 14 and any board member or employee of such subsidiary shall be subject to the provisions of chapter 10. Any such subsidiary may be organized as a stock or nonstock corporation or a limited liability company.
Terms Used In Connecticut General Statutes 38a-1093
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Insurance: means any agreement to pay a sum of money, provide services or any other thing of value on the happening of a particular event or contingency or to provide indemnity for loss in respect to a specified subject by specified perils in return for a consideration. See Connecticut General Statutes 38a-1
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
- United States: means the United States of America, its territories and possessions, the Commonwealth of Puerto Rico and the District of Columbia. See Connecticut General Statutes 38a-1
(b) Each subsidiary shall have and may exercise the powers of the exchange and such additional powers as are set forth in such resolution, except the powers of the exchange set forth in subdivisions (7), (12), (15), (16), (17) and (21) of subsection (c) of § 38a-1083 shall be reserved to the exchange and shall not be exercisable by any subsidiary of the exchange.
(c) (1) Each subsidiary shall act through a board of directors, at least one-half of which shall be members of the board of directors of the exchange or their designees or officers or employees of the exchange. The provisions of subdivision (2) of subsection (b) of § 38a-1081 and subdivisions (7) and (9) of subsection (c) of § 38a-1081 shall apply to each member of the board of directors of a subsidiary who is not a member of the board of directors of the exchange, an officer of the exchange or an employee of the exchange.
(2) The provisions of § 1-125 shall apply to any member of the board of directors of a subsidiary established under this section. Any such member shall not be personally liable for the debts, obligations or liabilities of any such subsidiary as provided in § 1-125. Any such subsidiary shall, and the exchange may, save harmless and indemnify any such member as provided in § 1-125.
(d) (1) Each subsidiary shall be subject to suit, provided its liability shall be limited solely to the assets, revenues and resources of such subsidiary and without recourse to the general funds, revenues or resources or any other assets of the exchange.
(2) Each subsidiary may convey or dispose of its assets and pledge its revenues to secure any borrowing, provided any such borrowing shall be a special obligation of the subsidiary and shall be payable solely from the assets, revenues and resources of the subsidiary.
(3) Each subsidiary or the exchange may take any action necessary to comply with the provisions of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as amended from time to time, to qualify and maintain any subsidiary as a corporation exempt from taxation under said code.