June 14, 2017, Introduced by Senator SHIRKEY and referred to the Committee on Michigan Competitiveness.
A bill to amend 1987 PA 230, entitled
"Municipal health facilities corporations act,"
by amending section 305a (MCL 331.1305a), as amended by 2016 PA 45.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 305a. (1) Subject to applicable licensing and other
regulatory requirements, the requirements of the nonprofit act, and
the requirements of this section, the board of trustees or the
subsidiary board may restructure a corporation or subsidiary
corporation as a nonprofit corporation subject to the nonprofit act
if all of the following are met:
(a) The corporation or subsidiary corporation is located in a
county
that had a population of more than 24,000 45,000 and less
than
30,000 60,000 as of the 2010 most recent decennial
census.
(b)
The restructuring is completed before June 30, 2017.2018.
(2) A board of trustees or subsidiary board proposing to
restructure a corporation or subsidiary corporation under this
section must adopt a restructuring plan that includes all of the
following:
(a) The terms and conditions of the proposed restructuring.
(b) The proposed articles of incorporation and bylaws that are
to govern the restructured corporation or restructured subsidiary
corporation. The articles and bylaws must comply with the
requirements of the nonprofit act.
(3) If a restructuring plan described in subsection (2) is
approved under this section, the corporation or subsidiary
corporation shall file the articles of incorporation described in
subsection (2)(b) with the administrator, in the manner provided in
the nonprofit act.
(4) The effective date of a restructuring under this section
is the effective date of the articles of incorporation under the
nonprofit act. All of the following apply when a restructuring
under this section takes effect:
(a) The restructured corporation or restructured subsidiary
corporation is considered a continuation of the restructuring
corporation or subsidiary corporation.
(b) The restructured corporation or restructured subsidiary
corporation has all of the liabilities of the restructuring
corporation or subsidiary corporation and the restructuring does
not affect any obligations or liabilities of the corporation or
subsidiary corporation incurred before the restructuring or the
personal liability of any person incurred before the restructuring.
(c) The title to all real estate and other property and rights
owned by the corporation or subsidiary corporation remain vested in
the restructured corporation or restructured subsidiary corporation
without reversion or impairment.
(d) The rights, privileges, powers, and interests in property
of the corporation or subsidiary corporation, as well as the debts,
liabilities, and duties of the corporation or subsidiary
corporation, shall not be considered, as a consequence of the
restructuring, to have been transferred to the restructured
corporation or restructured subsidiary corporation for any purpose
of the laws of this state.
(e) A proceeding pending against the corporation or subsidiary
corporation may be continued as if the restructuring had not
occurred, or the restructured corporation or restructured
subsidiary corporation may be substituted in the proceeding for the
corporation or subsidiary corporation.
(f) The restructured corporation or restructured subsidiary
corporation is considered to be the same entity that existed before
the restructuring and is considered to be incorporated on the date
that the corporation or subsidiary corporation was originally
incorporated.
(g) The restructured corporation or restructured subsidiary
corporation is subject to the nonprofit act and, except as
otherwise provided in this act, is subject to the provisions of
this act.
(h) The articles of incorporation of the corporation or the
subsidiary corporation filed with the county clerk under section
207 or the city clerk or village clerk under section 256 are
considered terminated and the articles of incorporation filed under
the nonprofit act apply to the corporation or subsidiary
corporation. The corporation or subsidiary corporation shall
deliver a copy of the articles of incorporation of the restructured
corporation or restructured subsidiary corporation to that county
clerk, city clerk, or village clerk, and the county clerk, city
clerk, or village clerk will indicate in his or her records that
the corporation or subsidiary corporation has restructured under
this section and that the articles of incorporation previously
filed with him or her under section 207 or 256 are no longer in
effect.
(i) The corporation or subsidiary corporation shall deliver a
copy of the articles of incorporation of the restructured
corporation or restructured subsidiary corporation to the secretary
of state and notify the secretary of state that the articles of
incorporation previously filed with him or her by the county clerk,
city clerk, or village clerk under section 207 or 256 are no longer
in effect.
(5) A subsidiary board may not restructure a subsidiary
corporation as a nonprofit corporation under this section without
the prior approval of the board of trustees of its parent
corporation to the restructuring.
(6) A board of trustees or subsidiary board may not
restructure a corporation or subsidiary corporation under this
section without the prior majority approval of the county board of
commissioners, city council, or village council, as applicable.
(7) A board of trustees or subsidiary board may not
restructure a corporation or subsidiary corporation under this
section if the restructuring in any manner impairs the obligation
of the corporation or subsidiary corporation with respect to any
outstanding obligation, bond, note, or contract of that
corporation.
(8) As used in this section:
(a) "Administrator" means that term as defined in section 105
of the nonprofit act, MCL 450.2105.
(b) "Nonprofit act" means the nonprofit corporation act, 1982
PA 162, MCL 450.2101 to 450.3192.
(c) "Nonprofit corporation" means a domestic corporation, as
that term is defined in section 106 of the nonprofit act, MCL
450.2106.
Enacting section 1. This amendatory act takes effect 90 days
after the date it is enacted into law.