§ 23-17.14-22. Distribution of proceeds from acquisition Selection and establishment of an independent foundation.
(a) In the event of the approval of a hospital conversion involving a not-for-profit corporation and a for-profit corporation results in a new entity as provided for in § 23-17.14-7(c)(25)(i), it shall be required that the proceeds from the sale and any endowments, restricted, unrestricted and specific purpose funds shall be transferred to a charitable foundation operated by a board of directors.
(b) The presiding justice of the superior court shall have the authority to:
(1) Appoint the initial board of directors.
(2) Approve, modify, or reject proposed bylaws and/or articles of incorporation provided by the transacting parties and/or the initial 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 board members may include one or more members with experience in matters including financial, legal, business, labor, investments, community purpose, grant-making, health care and members who represent diverse populations of the affected community and not more than three (3) members of the board may be prior 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 among its members and other officers it deems necessary for the performance of its duties and board members shall not receive compensation.
(e) Control of the distribution of the proceeds of the fund is vested solely in the board; provided, however, the investment responsibility of the proceeds shall be through the Rhode Island Foundation.
(f) Vacancies occurring on the board may be filled by a majority vote of the remaining board members.
(P.L. 1997, ch. 372, § 1; P.L. 2008, ch. 475, § 52.)