LD 716
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LD 716 Title Page An Act to Convert Hospital Administrative District No. 1 to a Nonprofit, Nonsto... Page 2 of 2
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LR 1167
Item 1

 
Be it enacted by the People of the State of Maine as follows:

 
Sec. 1. P&SL 1967, c. 58, §1-A is enacted to read:

 
*Sec. 1-A.__Conversion.__Notwithstanding any other provision of
this chapter, Hospital Administrative District No. 1, referred to
in this Act as the "district," which operates Penobscot Valley
Hospital, is authorized to merge, pursuant to the Maine Revised
Statutes, Title 13-B, chapter 9 with and into a nonprofit,
nonstock private corporation, without members, referred to in
this Act as the "surviving corporation."__Notwithstanding the
Maine Revised Statutes, Title 13-B, section 102, subsection 4,
paragraph C, the district is deemed to be a domestic corporation
for purposes of the merger.

 
The merger may occur only if the trustees of the district
approve the merger and if all the indebtedness of the district is
paid or adequate provision for the payment of that indebtedness
is made, including, without limitation, the assumption of
liabilities and indebtedness of the district by the surviving
corporation in the merger.__No other vote of the district or of
any town that is a member of the district, or the inhabitants of
either, is required for the merger.

 
The Maine Revised Statutes, Title 13, section 3062 does not
apply to the merger authorized in this section.

 
In the merger:

 
1.__The assets and liabilities of the district become assets
and liabilities of the surviving corporation and the separate
corporate existence of the district ceases;

 
2.__The articles of incorporation and bylaws of the nonprofit,
nonstock corporation become the articles of incorporation and
bylaws of the surviving corporation;

 
3.__Except for this section, this chapter has no further force
or effect;

 
4.__All employees of the district become employees of the
surviving corporation and employees may not be terminated solely
by virtue of the merger;

 
5.__The directors and officers of the surviving corporation
are the persons who were directors and officers of the private,
nonprofit, nonstock corporation formed for the purpose of the
merger; and


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