§ 10a-224 — Executive director and board of directors of authority. Continuation of authority. Liability and indemnification.

Connecticut § 10a-224

• Jurisdiction: Connecticut
• Title 10a: State System of Higher Education
• Ch. 187b: Connecticut Higher Education Supplemental Loan Authority

Text

(a) The executive director of the Connecticut Higher Education Supplemental Loan Authority shall supervise the administrative affairs and technical activities of the authority in accordance with the directives of the board. The executive director shall keep a record of the proceedings of the authority and shall be custodian of all books, documents and papers filed with the authority, the minute book or journal of the authority, and its official seal. The executive director or another authorized officer may cause copies to be made of all minutes and other records and documents of the authority and may give certificates under the official seal of the authority to the effect that such copies are true copies, and all persons dealing with the authority may rely upon such certificates. (b) (1) Five members of the board shall constitute a quorum. The affirmative vote of five of the members of the board shall be necessary for any action taken by the board. No vacancy in the membership of the board shall impair the right of a quorum of members to exercise all the rights and perform all the duties of the board. Any action taken by the board under the provisions of this chapter may be authorized by resolution at any regular or special meeting, and each such resolution shall take effect immediately and need not be published or posted. (2) The board of directors may delegate to three or more of its members such board powers and duties as it may deem proper. At least one of such members shall not be a state employee. (c) (1) Before the issuance of any bonds or notes under the provisions of this chapter, the chairman and vice-chairman of the board of directors, the executive director and any other member of the board authorized by resolution of the board to handle funds or sign checks of the authority and any other authorized officer shall execute a surety bond in the penal sum of fifty thousand dollars, or in lieu thereof the chairman shall obtain a blanket position bond covering the executive director and every member of the board and other employee or authorized officer of the authority in the penal sum of fifty thousand dollars. Each such bond shall be conditioned upon the faithful performance of the duties of the principal or the members, executive director and other authorized officers or employees, as the case may be, shall be executed by a surety company authorized to transact business in the state as surety, and shall be filed in the office of the Secretary of the State. The authority shall pay the cost of each such bond. (2) In lieu of a bond, the authority may obtain from an insurance company an insurance policy or policies, in the penal sum of not less than one hundred thousand dollars per each occurrence, covering the authority if the executive director or other officer or employee of the authority or any member of the board performing specific directorial acts on behalf of the authority fails to faithfully perform the duties of such person's position with the authority. The authority shall determine any applicable deductible or self-insured retention and pay the cost of the coverage for such policy. (d) The members of the board shall receive no compensation for the performance of their duties hereunder but each such member shall be paid the necessary expenses incurred by such member while engaged in the performance of such duties. (e) (1) No member of the board or officer, agent or employee of the authority shall, directly or indirectly, have any financial interest in any participating institution for higher education or in any corporation, business trust, estate, trust, partnership or association, two or more persons having a joint or common interest, or any other legal or commercial entity contracting with the authority. Any individual who violates the provisions of this subsection shall be fined not less than fifty dollars or more than one thousand dollars or imprisoned not more than thirty days, or both. (2) Notwithstanding the provisions of subdivision (1) of this subsection or the provisions of any other law, it shall not be or constitute a conflict of interest or violation of the provisions of said subdivision or the provisions of any other law for a trustee, director, officer or employee of a participating institution of higher education or for a person having the required favorable reputation for skill, knowledge and experience in state and municipal finance or for a person having the required favorable reputation for skill, knowledge and experience in the higher education loan finance field to serve as a member of the board; provided, in each case to which the provisions of this subdivision are applicable, such trustee, director, officer or employee of such participating institution of higher education abstains from discussion, deliberation, action and vote by the board in specific respect to any undertaking pursuant to this chapter in which such participating institution of higher education has a direct interest separate from the interests of all of the participating institutions generally, or such person having the required favorable reputation for skill, knowledge and experience in state and municipal finance abstains from discussion, deliberation, action and vote by the board in specific respect to any sale, purchase or ownership of bonds of the authority in which the investment banking firm or insurance company or bank of which such person is a partner, officer or employee has or may have a current or future interest, or such person having the required favorable reputation for skill, knowledge and experience in the higher education loan finance field abstains from discussion, deliberation, action and vote by the board in specific respect to any action of the authority in which any partnership, firm, joint venture, sole proprietorship or corporation of which such person is an owner, venturer, participant, partner, officer or employee has or may have a current or future interest. (f) The board of directors of the authority shall adopt written procedures, in accordance with the provisions of section 1-121 , for: (1) Adopting an annual budget and plan of operations, including a requirement of board approval before the budget or plan may take effect; (2) hiring, dismissing, promoting and compensating employees of the authority, including an affirmative action policy and a requirement of board approval before a position may be created or a vacancy filled; (3) acquiring real and personal property and personal services, including a requirement of board approval for any nonbudgeted expenditure in excess of five thousand dollars; (4) contracting for financial, legal, bond underwriting and other professional services, including a requirement that the authority solicit proposals at least once every three years for each such service which it uses; (5) issuing and retiring bonds, bond anticipation notes and other obligations of the authority; (6) awarding loans, grants and other financial assistance, including eligibility criteria, the application process and the role played by the authority's staff and board of directors; and (7) the use of surplus funds to the extent authorized under this chapter or other provisions of the general statutes. (g) The authority shall continue as long as it shall have bonds or other obligations outstanding and until its existence is terminated by law. Upon termination of the existence of the authority, all its rights and properties shall pass to and be vested in the state of Connecticut. (h) The provisions of section 1-125 , subsection (f) of section 10a-230 and this subsection shall apply to any officer, director or employee of the Connecticut Health and Educational Facilities Authority appointed as a director of the authority and to any employee of the Connecticut Health and Educational Facilities Authority who is an authorized officer of the authority. Any such person shall not be personally liable for the debts, obligations or liabilities of the authority as provided in said section 1-125 . The authority shall, and the Connecticut Health and Educational Facilities Authority may, provide for the indemnification to protect, save harmless and indemnify such officer, director or employee of the Connecticut Health and Educational Facilities Authority as provided by said section 1-125 .

Legislative History

(P.A. 82-313, S. 4, 28; P.A. 87-295, S. 3, 8; P.A. 88-266, S. 24, 46; May Sp. Sess. P.A. 04-2, S. 59; P.A. 07-108, S. 1; P.A. 11-48, S. 285; P.A. 12-80, S. 160; 12-149, S. 7; P.A. 19-83, S. 2.) History: P.A. 87-295 in Subsec. (a) added the commissioner of higher education as a member of the authority and provided that he may designate a deputy or staff member to represent him, in Subsec. (d) increased the number of members required for a quorum from four to five, inserted “Connecticut” before institutions for higher education, expanded the provisions of Subsec. (g)(1), and made technical changes; P.A. 88-266 amended Subsec. (a) by specifying that authority is a political subdivision of the state and performs a governmental function and requiring powers of the authority to be vested in and exercised by a board of directors, amended Subsec. (b) to require chairperson of board to be appointed by governor with advice and consent of general assembly, amended Subsec. (c) to require executive director to supervise administrative affairs and technical activities of the authority, designated existing provisions of Subsec. (d) as Subdiv. (1) and added Subdiv. (2) re delegation of board powers and duties, amended references to board and authority in Subsecs. (a) to (g), inclusive, and added Subsec. (h) requiring board to adopt written procedures and Subsec. (i) re existence and termination of the authority. May Sp. Sess. P.A. 04-2 amended Subsec. (a) to add provision re appointment of “active or retired” trustees, directors, officers or employees of institutions for higher education to the board of directors, effective May 12, 2004, and applicable to any pledge, lien or security interest of this state or any political subdivision of this state in existence on October 1, 2003, or created after that date; P.A. 07-108 amended Subsec. (a) to delete restriction against more than one appointed member from a constituent unit, effective July 1, 2007; pursuant to P.A. 11-48, “Commissioner of Higher Education” was changed editorially by the Revisors to “president of the Board of Regents for Higher Education” in Subsec. (a), effective July 1, 2011; P.A. 12-80 amended Subsec. (g)(1) to rephrase penalty provision and replace maximum term of imprisonment of “one month” with “thirty days”; P.A. 12-149 deleted former Subsecs. (a) and (b) re creation of the authority and appointment of chairperson, executive director and assistant executive director and election of members of board of directors, redesignated existing Subsec. (c) as Subsec. (a) and amended same by making a technical change and replacing “assistant executive director or other person” with “another authorized officer”, redesignated existing Subsecs. (d) and (e) as Subsecs. (b) and (c), amended redesignated Subsec. (c) to add references to authorized officers, redesignated existing Subsecs. (f) and (g) as Subsecs. (d) and (e), amended redesignated Subsec. (e)(2) to make a technical change, redesignated existing Subsecs. (h) and (i) as Subsecs. (f) and (g) and added new Subsec. (h) re application of provisions of Sec. 1-125, Sec. 10a-230(f) and Subsec. to any officer, director or employee of the authority appointed as a director and to any employee of the authority who is an authorized officer, effective July 1, 2012; P.A. 19-83 amended Subsec. (c) by designating existing provisions re execution of surety bond as Subdiv. (1) and amended same by replacing “The cost of each such bond shall be paid by the authority” with “The authority shall pay the cost of each such bond”, and adding Subdiv. (2) re insurance policy in lieu of bond, effective July 1, 2019. Cited. 230 C. 24.