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| 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. |
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| | | 2. The Maine Revised Statutes, Title 13, section 3062 does | | not apply to the transfer authorized in this section. |
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| | | 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 |
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| | | B. All employees of the district become employees of the | | transferee corporation and may not be terminated solely by | | virtue of the transfer. |
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| | | 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. |
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| | | 5. Immediately on the effective date of the transfer, the | | transferee corporation shall confirm that it continues to |
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| | | 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. |
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| | | 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 |
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| | | 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. |
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| | | 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. |
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