Sec. 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.

(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 section 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 section 38a-1081 and subdivisions (7) and (9) of subsection (c) of section 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 section 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 section 1-125. Any such subsidiary shall, and the exchange may, save harmless and indemnify any such member as provided in section 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.

(June Sp. Sess. P.A. 15-5, S. 504.)

History: June Sp. Sess. P.A. 15-5, effective June 30, 2015.