§ 16-22-3-18 — Transfer of assets to nonprofit corporation or related hospital entity; immunity from liability

(a) If the board, the county executive, and
the county fiscal body determine that the community the hospital serves
can best be provided with hospital services through management,
enlargement, remodeling, or renovation of the hospital by a nonprofit
hospital corporation, the board, the county executive, and the county
fiscal body may agree by joint resolution, and after following the
procedures of IC 16-22-6-18 concerning notice and hearing, to transfer
all of the assets of the hospital to a nonprofit corporation.
(b) The transfer of the hospital assets to the nonprofit corporation
must be on terms and conditions and for consideration as appears
reasonable. The transfer agreement must require the nonprofit
corporation to assume and agree to pay any indebtedness attributable
to the hospital buildings. The size, composition, and qualifications of
the membership and the board of directors of the nonprofit corporation
must be set forth in the corporation's articles of incorporation.
(c) An individual who is a:
(1) board member, in the member's capacity as a board member;
or
(2) member of:
(A) the county executive; or
(B) the county fiscal body;
is immune from potential or actual liability attributable to the
individual with respect to a transfer under subsection (b).
(d) In the event of a transfer under this section, the county is not
liable for:
(1) any liabilities of the hospital that:
(A) were incurred on or before; or
(B) are incurred at any time after;
the transfer date; or
(2) any future liabilities incurred by the successor entity;
unless otherwise agreed to by the county at the time of the transfer in
the transfer document. Any liabilities described in this subsection are
the responsibility of the entity to which the assets were transferred,
unless agreed to otherwise in the transfer document.
(e) The board, the county executive, and the county fiscal body shall
execute a deed of conveyance and other documents necessary to
transfer the assets of the hospital to the nonprofit corporation. The
county executive shall deposit the proceeds from the transfer in:
(1) a nonexpendable interest bearing trust fund from which claims
are paid for county hospital claims for the indigent or any other
fund that the county executive and county fiscal body designate;
or
(2) the county general fund.
(f) If the nonprofit corporation described in this section ceases doing
business, is terminated, or is dissolved, funds or property remaining
after payment of all lawful debts become the property of the county. A
provision to this effect must be included in the articles of incorporation
of the nonprofit corporation and may not be amended or deleted
without the written approval of the commissioners.
(g) The board may sell, convey, or otherwise transfer real or
personal property from the hospital to an entity related to or controlled
by the hospital for constructing buildings on behalf of the hospital. The
transfer is not subject to the notice and appraisal requirements under
this section. The board may make the transfer upon terms and
conditions the board considers appropriate. The board shall issue a
deed of conveyance to the transferee.
[Pre-1993 Recodification Citation: 16-12.1-3-15(h), (i), (j),
(k), (l).]

Legislative History

As added by P.L.2-1993, SEC.5. Amended by P.L.35-1997, SEC.8.