2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1116. - Definitions.

As used in sections 33-1116 to 33-1125, 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 the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual 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) “Expenses” include counsel fees.
(4) “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.
(5) “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 officer, as contemplated in section 33-1122, the office in a corporation held by the officer. “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.
(6) “Party” means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
(7) “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. 96-256, S. 84, 209; P.A. 97-246, S. 54, 99; P.A. 06-68, S. 19; P.A. 07-217, S. 149.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 made definitions applicable to Sec. 33-1125, 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; P.A. 06-68 made technical changes in Subdiv. (2), deleted former Subdiv. (3) re definition of “disinterested director”, redesignated existing Subdivs. (4) to (8) as Subdivs. (3) to (7) and amended redesignated Subdiv. (5)(B) by replacing “individual other than a director” with “officer” and deleting “or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation”; P.A. 07-217 made technical changes in Subdiv. (6), effective July 12, 2007.