H.P. 561 - L.D. 716
An Act to Provide for the Transfer of Assets of Hospital Administrative District No. 1 to a Nonprofit, Nonstock Private Corporation
Emergency preamble. Whereas, Acts of the Legislature do not become effective until 90 days after adjournment unless enacted as emergencies; and
Whereas, it is in the public interest for Hospital Administrative District No. 1 to be able to transfer its assets to a nonprofit, nonstock private corporation promptly and to begin the process during the summer; and
Whereas, in the judgment of the Legislature, these facts create an emergency within the meaning of the Constitution of Maine and require the following legislation as immediately necessary for the preservation of the public peace, health and safety; now, therefore,
Be it enacted by the People of the State of Maine as follows:
Sec. 1. P&SL 1967, c. 58, as amended by P&SL 1999, c. 84, Pt. A, §§1 to 14 and affected by §15; and amended by Pt. B, §1 and affected by §2, is repealed.
Sec. 2. Transfer. Notwithstanding any provision of Private and Special Law 1967, chapter 58, Hospital Administrative District No. 1, which currently operates Penobscot Valley Hospital, is authorized to transfer its assets to a newly formed nonprofit, nonstock private corporation, without members, referred to in this Act as the "transferee corporation," which shall continue to serve the health care needs of the communities served by the district on the effective date of this section.
1. The transfer may occur only if the directors of the district approve the transfer and if all the indebtedness of the district is paid, or adequate provision for the payment of that indebtedness is made, by the assumption of liabilities and indebtedness of the district by the transferee corporation, by defeasance of any outstanding bonds of the district or otherwise. Notwithstanding any provision of Private and Special Law 1967, chapter 58, no other vote of the district or of any town that is a member of the district or the inhabitants of either is required to authorize the transactions contemplated by this section.
2. The Maine Revised Statutes, Title 13, section 3062 does not apply to the transfer authorized in this section.
3. In the transfer:
A. The assets and liabilities of the district are assumed by and become assets and liabilities of the transferee corporation unless such liabilities are paid, defeased or otherwise provided for. The assets transferred include all endowment funds held by the district, which the transferee corporation takes subject to any restrictions on use applicable to those funds; and
B. All employees of the district become employees of the transferee corporation and may not be terminated solely by virtue of the transfer.
4. In order to ensure the ability of the transferee corporation to issue tax exempt bonds to refinance or defease outstanding bonds of the district, a majority of the directors of the transferee corporation must be persons who were not directors of the district.
5. Immediately on the effective date of the transfer, the transferee corporation shall confirm that it continues to recognize the union that represents the district's employees immediately prior to the transfer. After the transfer is effected, the union and the transferee corporation shall negotiate to replace or modify the existing contract as they may mutually agree to reflect the status of the transferee corporation as a private nonprofit entity.
6. Immediately following the transfer of assets and assumption, payment or defeasance of liabilities of the district as authorized by this section, the district is liquidated and dissolved without further action by the directors of the district or vote of the district, of any town that is a member of the district or of the inhabitants of either. The board of directors of the district shall file a certificate of dissolution with the Secretary of State upon completion of the process set forth in this section.
Emergency clause; effective date. In view of the emergency cited in the preamble, this Act takes effect when approved, except that that section of this Act that repeals Private and Special Law 1967, chapter 58 takes effect on the date on which the Board of Directors of Hospital Administrative District No. 1 files the certificate of dissolution with the Secretary of State pursuant to section 2 of this Act.
Effective June 6, 2001, unless otherwise indicated.
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