Title 31, Chapter 7, Section 403
( 31-7-403)
(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. |