2005 Connecticut Code - Sec. 33-770. Definitions.

      Sec. 33-770. Definitions. As used in sections 33-770 to 33-779, inclusive:

      (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.

      (2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.

      (3) "Disinterested director" means a director who at the time of a vote referred to in subsection (c) of section 33-773 or a vote or selection referred to in subsection (b) or (c) of section 33-775, is not (A) a party to the proceeding or (B) an individual having a familial, financial, professional or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.

      (4) "Expenses" include counsel fees.

      (5) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

      (6) "Official capacity" means: (A) When used with respect to a director, the office of director in a corporation; and (B) when used with respect to an individual other than a director, as contemplated in section 33-776, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan or other entity.

      (7) "Party" means an individual who was, is or is threatened to be made a defendant or respondent in a proceeding.

      (8) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.

      (P.A. 94-186, S. 107, 215; P.A. 97-246, S. 12, 99.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 made definitions applicable to Sec. 33-779, amended the definition of "corporation" to delete "or other transaction in which the predecessor's existence ceased upon consummation of the transaction", amended the definition of "director" to include an "officer" within definition and replace "enterprise" with "entity", added new Subdiv. (3) defining "disinterested director", renumbering the remaining Subdivs. accordingly, amended definition of "official capacity" to replace "enterprise" with "entity", amended definition of "party" to replace "includes" with "means" and replace "named defendant" with "defendant" and amended definition of "proceeding" to add "arbitrative", effective June 27, 1997.