Introduced By: Representative Senators Roberts, Izzo, Irons, Coderre, and Gibbs
Date Introduced : June 16, 1998 February 5, 1998
It is enacted by the General Assembly as follows:
SECTION 1. Section 27-19-29 of the General Laws in Chapter 27-19 entitled "Nonprofit Hospital Service Corporations" is hereby amended to read as follows:
{ADD 27-19-29. Control, merger, or consolidation. -- ADD}
No person may make a tender for or a request or invitation for
tenders of, or enter into an agreement to exchange securities
for or acquire on the open market or otherwise, any voting security
or other indicia of ownership of a nonprofit hospital service
corporation or enter into any other agreement if, after the consummation
thereof, that person would, directly or indirectly, or by conversion
or by exercise of any right to acquire, be in control of the nonprofit
hospital service corporation, and no person may enter into an
agreement to merge or consolidate with or otherwise to acquire
control of a nonprofit hospital service corporation, unless, at
the time any offer, request, or invitation is made or any agreement
is entered into, or prior to the acquisition if no offer or agreement
is involved, the person has filed with the director of business
regulation {ADD and the attorney general ADD}, and has sent to the
nonprofit hospital service corporation, the information required
by section 27-35-2, and the offer, request, invitation, agreement
or acquisition has been approved by the director. Approval by
the director of business regulation shall be made in accordance
with the standards set forth in section 27-35-2. That approval
shall {DEL be in lieu of and DEL} {ADD not ADD} supersede
any other approval under Rhode Island law relative to mergers
or other acquisitions of nonprofit hospital service corporations
in their capacity as Rhode Island charitable nonprofit corporations.
SECTION 2. Section 27-20-25 of the General Laws in Chapter 27-20 entitled "Nonprofit Medical Service Corporations" is hereby amended to read as follows:
{ADD 27-20-25. Control, merger, or consolidation. -- ADD}
No person may take a tender for or a request or invitation for
tenders of, or enter into an agreement to exchange securities
for or acquire on the open market or otherwise, any voting security
or other indicia of ownership of a nonprofit medical service corporation
or enter into any other agreement if, after the consummation thereof,
that person would, directly or indirectly, or by conversion or
by exercise of any right to acquire, be in control of the nonprofit
medical service corporation, and no person may enter into an agreement
to merge or consolidate with or otherwise to acquire control of
a nonprofit medical service corporation, unless, at the time any
offer, request, or invitation is made or any agreement is entered
into, or prior to the acquisition if no offer or agreement is
involved, the person has filed with the director of business regulation
{ADD and the attorney general ADD}, and has sent to the nonprofit
medical service corporation, the information required by section
27-35-2 of the general laws and the offer, request, invitation,
agreement or acquisition has been approved by the director. Approval
by the director of business regulation shall be made in accordance
with the standards set forth in section 27-35-2 of the general
laws. That approval shall {DEL be in lieu of and DEL} {ADD not ADD}
supersede any other approval under Rhode Island law relative to
mergers or other acquisitions of nonprofit medical service corporations
in their capacity as Rhode Island charitable nonprofit corporations.
SECTION 3. Section 27-20.1-12 of the General Laws in Chapter 27-20.1 entitled "Nonprofit Dental Service Corporations" is hereby amended to read as follows:
{ADD 27-20.1-12. Control, merger, or consolidation. -- ADD}
No person may make a tender for or a request or invitation for
tenders of, or enter into an agreement to exchange securities
for or acquire on the open market or otherwise, any voting security
or other indicia of ownership of a nonprofit dental service corporation
or enter into any other agreement if, after the consummation thereof,
that person would, directly or indirectly, or by conversion or
by exercise of any right to acquire, be in control of the nonprofit
dental service corporation, and no person may enter into an agreement
to merge or consolidate with or otherwise to acquire control of
a nonprofit dental service corporation, unless, at the time any
offer, request, or invitation is made or any agreement is entered
into, or prior to the acquisition if no offer or agreement is
involved, the person has filed with the director of business regulation
{ADD and the attorney general ADD}, and has sent to the nonprofit
dental service corporation, the information required by section
27-35-2 and the offer, request, invitation, agreement, or acquisition
has been approved by the director. Approval by the director of
business regulations shall be made in accordance with the standards
set forth in section 27-35-2. That approval shall {DEL be in
lieu of and DEL} {ADD not ADD} supersede any other approval under
Rhode Island law relative to mergers or other acquisitions of
nonprofit dental service corporations in their capacity as Rhode
Island charitable nonprofit corporations.
SECTION 4. Section 27-20.2-12 of the General Laws in Chapter 27-20.2 entitled "Nonprofit Optometric Service Corporations" is hereby amended to read as follows:
{ADD 27-20.2-12. Control, merger, or consolidation. -- ADD}
No person may make a tender for or a request or invitation for
tenders of, or enter into an agreement to exchange securities
for or acquire on the open market or otherwise, any voting security
or other indicia of ownership of a nonprofit optometric service
corporation, or enter into any other agreement if, after the consummation
thereof, that person would, directly or indirectly, or by conversion
or by exercise of any right to acquire, be in control of the nonprofit
optometric service corporation, and no person may enter into an
agreement to merge or consolidate with or otherwise to acquire
control of a nonprofit optometric service corporation, unless,
at the time any offer, request, or invitation is made or any agreement
is entered into, or prior to the acquisition if no offer or agreement
is involved, the person has filed with the director of business
regulation {ADD and the attorney general ADD}, and has sent to the
nonprofit optometric service corporation, the information required
by section 27-35-2 and the offer, request, invitation, agreement,
or acquisition has been approved by the director. Approval by
the director of business regulation shall be made in accordance
with the standards set forth in section 27-35-2. That approval
shall {DEL be in lieu of and DEL} {ADD not ADD} supersede
any other approval under Rhode Island law relative to mergers
or other acquisitions of nonprofit optometric service corporations
in their capacity as Rhode Island charitable nonprofit corporations.
SECTION 5. Section 27-41-25 of the General Laws in Chapter 27-41 entitled "Health Maintenance Organizations" is hereby amended to read as follows:
{ADD 27-41-25. Acquisition of control of or merger of a health maintenance organization. -- ADD} No person may take a tender for or a request or invitation for tenders of, or enter into an agreement to exchange securities for or acquire in the open market or otherwise, any voting security of a health maintenance organization or enter into any other agreement if, after the consummation thereof, that person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of the health maintenance organization, and no person may enter into an agreement to merge or consolidate with or otherwise to acquire control of a health maintenance organization, unless, at the time any offer, request, or invitation is made or any agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved, the person has filed with the director {ADD and the attorney general ADD}, and has sent to the health maintenance organization, information required by section 27-35-2 and the offer, request, invitation, agreement, or acquisition has been approved by the director. Approval by the director shall be governed by section 27-35-2.
SECTION 6. Chapter 27-19 of the General Laws entitled "Nonprofit Hospital Service Corporations" is hereby amended by adding thereto the following section:
{ADD 27-19-29.1. No derogation of attorney general. -- ADD} {ADD No provision of this chapter shall derogate from the common law or statutory authority of the attorney general nor shall any provision be construed as a limitation on the common law or statutory authority of the attorney general, including the authority to investigate at any time charitable assets for the purpose of determining and ascertaining whether they are being administered in accordance with law and with the terms and purposes thereof. ADD}
SECTION 7. Chapter 27-20 of the General Laws entitled "Nonprofit Medical Service Corporations" is hereby amended by adding thereto the following section:
{ADD 27-20-25.1. No derogation of attorney general. -- ADD} {ADD No provision of this chapter shall derogate from the common law or statutory authority of the attorney general nor shall any provision be construed as a limitation on the common law or statutory authority of the attorney general, including the authority to investigate at any time charitable assets for the purpose of determining and ascertaining whether they are being administered in accordance with law and with the terms and purposes thereof. ADD}
SECTION 8. Chapter 27-20.1 of the General Laws entitled "Nonprofit Dental Service Corporations" is hereby amended by adding thereto the following section:
{ADD 27-20.1-12.1. No derogation of attorney general. -- ADD} {ADD No provision of this chapter shall derogate from the common law or statutory authority of the attorney general nor shall any provision be construed as a limitation on the common law or statutory authority of the attorney general, including the authority to investigate at any time charitable assets for the purpose of determining and ascertaining whether they are being administered in accordance with law and with the terms and purposes thereof. ADD}
SECTION 9. Chapter 27-20.2 of the General Laws entitled "Nonprofit Optometric Service Corporations" is hereby amended by adding thereto the following section:
{ADD 27-20.2-12.1. No derogation of attorney general. -- ADD} {ADD No provision of this chapter shall derogate from the common law or statutory authority of the attorney general nor shall any provision be construed as a limitation on the common law or statutory authority of the attorney general, including the authority to investigate at any time charitable assets for the purpose of determining and ascertaining whether they are being administered in accordance with law and with the terms and purposes thereof. ADD}
SECTION 10. Chapter 27-41 of the General Laws entitled "Health Maintenance Organizations" is hereby amended by adding thereto the following section:
{ADD 27-41-27.1. No derogation of attorney general. -- ADD} {ADD No provision of this chapter shall derogate from the common law or statutory authority of the attorney general nor shall any provision be construed as a limitation on the common law or statutory authority of the attorney general, including the authority to investigate at any time charitable assets for the purpose of determining and ascertaining whether they are being administered in accordance with law and with the terms and purposes thereof. ADD}
SECTION 11. This act shall take effect upon passage.
