1.1                          A bill for an act 
  1.2             relating to the city of Duluth; authorizing the 
  1.3             creation of a nonprofit corporation and the transfer 
  1.4             of all of the assets and liabilities of the 
  1.5             Miller-Dwan Medical Center to the nonprofit 
  1.6             corporation; requiring that the nonprofit corporation 
  1.7             satisfy the state law requirement relating to 
  1.8             charitable trusts. 
  1.9   BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.10     Section 1.  [DEFINITIONS.] 
  1.11     Subdivision 1.  [APPLICATION.] The definitions in this 
  1.12  section apply to sections 2 to 6. 
  1.13     Subd. 2.  [BOARD.] "Board" means the 15 member board of 
  1.14  directors of trusts serving as the instrumentality through which 
  1.15  the city operates the hospital. 
  1.16     Subd. 3.  [CITY.] "City" means the city of Duluth. 
  1.17     Subd. 4.  [HOSPITAL.] "Hospital" means Miller Memorial 
  1.18  Hospital, doing business as Miller-Dwan Medical Center, by and 
  1.19  through its directors of trusts pursuant to Laws 1969, chapter 
  1.20  224, as amended. 
  1.21     Subd. 5.  [NONPROFIT CORPORATION.] "Nonprofit corporation" 
  1.22  means the entity formed in accordance with section 2. 
  1.23     Sec. 2.  [CREATION OF NONPROFIT CORPORATION.] 
  1.24     The board may incorporate a nonprofit corporation under 
  1.25  Minnesota Statutes, chapter 317A, to be organized and operated 
  1.26  exclusively for charitable purposes and, in connection 
  1.27  therewith, to own and operate the hospital in furtherance of and 
  2.1   consistent with the charitable purposes of the hospital prior to 
  2.2   the transfer authorized by section 3.  The senior judge of the 
  2.3   sixth judicial district chambered in Duluth, shall, with the 
  2.4   concurrence of two-thirds of the judges of the sixth judicial 
  2.5   district who are chambered in Duluth, elect successors to the 
  2.6   elected directors of the nonprofit corporation in accordance 
  2.7   with the bylaws of the nonprofit corporation.  The mayor of the 
  2.8   city of Duluth shall be an ex-officio voting director of the 
  2.9   nonprofit corporation.  The city council of the city of Duluth 
  2.10  shall designate one of its members as a director of the 
  2.11  nonprofit corporation in accordance with the bylaws of the 
  2.12  nonprofit corporation. 
  2.13     Sec. 3.  [TRANSFER OF ASSETS AND LIABILITIES.] 
  2.14     Notwithstanding any other law, agency regulation, or 
  2.15  judicial ruling to the contrary, including the provisions of 
  2.16  Minnesota Statutes, section 471.345, and without any further 
  2.17  requirement or procedure, the board may transfer to the 
  2.18  nonprofit corporation all tangible and intangible property and 
  2.19  assets used or held in connection with, and all liabilities 
  2.20  related to or arising out of, the operation of the hospital, 
  2.21  including any and all contracts and agreements to which the 
  2.22  hospital is a party. 
  2.23     Sec. 4.  [OPERATIONS.] 
  2.24     Subdivision 1.  [CHARITABLE PURPOSES; TRUST.] The nonprofit 
  2.25  corporation shall be created and operated for charitable 
  2.26  purposes within the meaning of section 501(c)(3) of the Internal 
  2.27  Revenue Code of 1986, as amended, and shall constitute a 
  2.28  charitable trust within the meaning of Minnesota Statutes, 
  2.29  chapter 501B. 
  2.30     Subd. 2.  [DEBTS, LIABILITIES.] The city shall not be 
  2.31  responsible for any claims against or debts, obligations, or 
  2.32  liabilities of the nonprofit corporation, which shall not be 
  2.33  deemed to operate or constitute a municipal hospital within the 
  2.34  meaning of Minnesota Statutes, section 144.581. 
  2.35     Subd. 3.  [APPLICABLE LAW.] The nonprofit corporation shall 
  2.36  not be subject to Laws 1969, chapter 224, as amended. 
  3.1      Sec. 5.  [EMPLOYEES.] 
  3.2      Upon the effective date of the transfer authorized pursuant 
  3.3   to section 3, the employees of the hospital shall become 
  3.4   employees of the nonprofit corporation.  This act does not 
  3.5   abrogate or change any rights of employees of the hospital under 
  3.6   the terms of any collective bargaining agreements in effect on 
  3.7   the date of the transfer to the nonprofit corporation. 
  3.8      Sec. 6.  [EFFECTIVE DATE.] 
  3.9      This act is effective the day after compliance with 
  3.10  Minnesota Statutes, section 645.021, subdivision 3, by the 
  3.11  governing body of the city of Duluth.