AGO 1990-004.

• Case Date: January 20, 1990
• Court: Connecticut

Connecticut Attorney General Opinions 1990. AGO 1990-004. January 20, 1990Opinion No. 1990-004Hon. Howard B. BrownCommissioner of Banking44 Capitol AvenueHartford, CT 06106 Dear Commissioner Brown: You have asked us whether 1989 Conn. Pub. Acts No. 89-322, "An Act Concerning Liability of Corporate Directors" (hereinafter referred to as the "Act"), applies to banking institutions and credit unions organized under Title 36 of the General Statutes, "The Banking Law of Connecticut." It is our opinion based upon the analysis which follows that the Act does not apply to banking institutions and credit unions organized under Title 36 of the General Statutes. The Act is composed of three sections. The first section, which amends Conn. Gen. Stat. e 33-290, addresses the provisions, both mandatory and discretionary, of a certificate of incorporation of a stock corporation formed under chapter 599 of the General Statutes. The second section, which amends Conn. Gen. Stat. e 33-427, addresses the provisions, both mandatory and discretionary, of a nonstock corporation formed under chapter 600 of the General Statutes. Both of these sections permit such corporations to limit the personal liability of a director for monetary damages for breach of his duty as a director. Such liability may not be limited to an amount less than the compensation received by such director in the year in which the breach occurred. Such limitation on liability may be accomplished through adoption of an appropriate provision in the corporation's certificate of incorporation. The third section of the Act is a new provision which permits the imposition of a similar limitation on personal liability of directors of mutual insurance companies.1 Your agency regulates various financial institutions which are organized, not under chapters 599 or 600, but under specific provisions of the Banking Law of Connectcut, e.g., state banks and trust companies (section 36-53); capital stock savings banks (section 36-142l); and capital stock savings and loan associations (section 36-193j). You also regulate credit unions which are organized under chapter 600. See Conn. Gen. Stat. e 36-196(a). I Banking Institutions "The purpose of statutory construction is to ascertain the intent of the legislature." State v. Ellis, 197 Conn. 436, 445, 497 A.2d 974 (1985). The intent of the...