§ 10-33-144 — Transaction by a nonprofit corporation operating or controlling a hospital or nursing home - Notice to attorney general - Waiting period

North Dakota § 10-33-144

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-33: Nonprofit Corporations

Text

or nursing home - Notice to attorney general - Waiting period.
1. A nonprofit corporation operating or controlling a hospital or nursing home shall notify
the attorney general in writing before closing an agreement or a transaction that will:
a. Sell, lease, transfer, exchange, option, convey, or otherwise dispose of to a
for-profit corporation or entity or a nonprofit corporation or entity if fifty percent or
more of the assets of the selling corporation are involved in the agreement or
transaction;
b. Transfer control, responsibility, or governance of fifty percent or more of the
assets or operations of the nonprofit corporation to a for-profit corporation or
entity or another nonprofit corporation or entity; or
c. Result in any for-profit corporation or entity or another nonprofit corporation or
entity having control of, governance of, or the power to direct management and
policies of the nonprofit corporation operating or controlling a hospital, nursing
home, or related organization.
2. The substitution of a new corporate member that transfers the control of, responsibility
for, or governance of the nonprofit corporation, the substitution of a member of the
governing body, or any arrangement, written or oral, that would transfer voting control
of the entity, is a transfer for purposes of this section.
3. This section applies to a foreign nonprofit corporation that operates or controls a
hospital or nursing home within this state.
4. This section does not apply to the following transactions:
a. An action involving the enforcement or foreclosure of a security interest, lien,
mortgage, judgment, or other creditor rights.
b. Agreements or transactions in the usual and regular course of the nonprofit
corporation's business and activities.
5. The notice must be provided to the attorney general not less than ninety days before
the closing date of the proposed agreement or transaction and must include:
a. The names and addresses of all parties to the proposed agreement or
transaction;
b. The terms of the proposed agreement or transaction, including the proposed sale
price;
c. A copy of the proposed agreement or transaction; and
d. Any financial or economic analysis by an expert or independent consultant
retained by the nonprofit corporation which addresses the criteria set forth in
section 10-33-145.
6. A nonprofit corporation doing business as a hospital or nursing home may neither
transfer nor convey any assets or control through an agreement or transaction
described in this section until ninety days after the corporation gives the attorney
general notice required under this section, unless the attorney general waives all or
part of the waiting period. The waiting period may be extended for one or more
additional sixty-day periods upon agreement between the corporation and the attorney
general, or pursuant to a court order.