§ 31-7-403 — Certification of interest in acquiring entity; certification of financial interest in business associated with party to disposition; statement of fair dealing; opposing board members exempt

Georgia § 31-7-403

• Jurisdiction: Georgia
• Title: 31

Text

(a) Except as provided in subsection (c) of this Code section, notice to the Attorney General required by this article shall also include a separate certification from each member of the governing board and the chief executive officer of the nonprofit corporation which is a party to the proposed disposition, and from each member of the governing board and the chief executive officer of any nonprofit corporation that holds a membership, stock, or controlling interest therein, executed under oath, stating whether that director or officer of the nonprofit corporation is then or may become within the three-year period following the completion of the transaction a member or shareholder in, or officer, employee, agent, or consultant of, or will otherwise derive any compensation or benefits, directly or indirectly, from the acquiring entity or any related party in connection with or as a result of the disposition. (b) Except as provided in subsection (c) of this Code section, notice to the Attorney General required by this article shall also include a certification from each member of the governing board and the chief executive officer of the nonprofit corporation which is a party to the proposed disposition, and from each member of the governing board and the chief executive officer of any nonprofit corporation that holds a membership, stock, or controlling interest therein, executed under oath: (1) Disclosing any financial interest held by that individual or that individual's family, or held by any business in which such individual or the individual's family owns a financial interest, in any business which: (A) Within the immediately preceding 12 month period sold products, property interests, or services to the nonprofit corporation engaged in the disposition; or (B) Within the immediately preceding 12 month period sold or within the three-year period after the completion of the transaction may sell products, property interests, or services to the acquiring entity; (2) Disclosing any contract pursuant to which a sale was made or may be made of those products, property interests, or services regarding financial interests which are disclosed pursuant to paragraph (1) of this subsection; (3) Stating that the nonprofit corporation has received fair market value for its assets or, in the case of a proposed disposition to a not for profit entity or a hospital authority, stating that the nonprofit corporation has received an enforceable commitment of fair and reasonable community benefits for its assets; (4) Stating that the market value of the hospital's assets has not been manipulated to decrease their value; (5) Stating that the terms of the transaction are fair and reasonable to the nonprofit corporation; (6) Stating that the transaction is authorized by the nonprofit corporation's governing documents and is consistent with the intent of any major donors who have contributed over $100,000.00; (7) Stating that the proceeds of the transaction will be used solely in a manner consistent with the charitable purposes of the nonprofit corporation and will not be used, directly or indirectly, to benefit the acquiring entity; and (8) Stating that the transaction will not adversely affect the availability or accessibility of health care services in the county in which the main campus of the hospital is located. (c) The certification requirements of subsections (a) and (b) of this Code section shall not apply to any governing board members who vote to oppose the proposed disposition.