§ 23-17.14-22 - Distribution of proceeds from acquisition – Selection and establishment of an independent foundation.
SECTION 23-17.14-22
§ 23-17.14-22 Distribution of proceedsfrom acquisition – Selection and establishment of an independentfoundation. – (a) In the event of the approval of a hospital conversion involving anot-for-profit corporation and a for-profit corporation results in a new entityas provided for in § 23-17.14-7(c)(25)(i), it shall be required that theproceeds from the sale and any endowments, restricted, unrestricted andspecific purpose funds shall be transferred to a charitable foundation operatedby a board of directors.
(b) The presiding justice of the superior court shall havethe authority to:
(1) Appoint the initial board of directors.
(2) Approve, modify, or reject proposed bylaws and/orarticles of incorporation provided by the transacting parties and/or theinitial board of directors.
(c) The board of directors shall consist of at least seven(7) members and the executive director, who shall serve ex officio. The boardmembers may include one or more members with experience in matters includingfinancial, legal, business, labor, investments, community purpose,grant-making, health care and members who represent diverse populations of theaffected community and not more than three (3) members of the board may beprior board members of the existing hospital.
(d) The membership terms shall be staggered and shall be four(4) years in duration. The board shall annually elect a chairperson from amongits members and other officers it deems necessary for the performance of itsduties and board members shall not receive compensation.
(e) Control of the distribution of the proceeds of the fundis vested solely in the board; provided, however, the investment responsibilityof the proceeds shall be through the Rhode Island Foundation.
(f) Vacancies occurring on the board may be filled by amajority vote of the remaining board members.