Minnesota Session Laws - 1997, Regular Session

                            CHAPTER 101-S.F.No. 1146 
                  An act relating to the city of Duluth; authorizing the 
                  creation of a nonprofit corporation and the transfer 
                  of all of the assets and liabilities of the 
                  Miller-Dwan Medical Center to the nonprofit 
                  corporation; requiring that the nonprofit corporation 
                  satisfy the state law requirement relating to 
                  charitable trusts. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
           Section 1.  [DEFINITIONS.] 
           Subdivision 1.  [APPLICATION.] The definitions in this 
        section apply to sections 2 to 6. 
           Subd. 2.  [BOARD.] "Board" means the 15 member board of 
        directors of trusts serving as the instrumentality through which 
        the city operates the hospital. 
           Subd. 3.  [CITY.] "City" means the city of Duluth. 
           Subd. 4.  [HOSPITAL.] "Hospital" means Miller Memorial 
        Hospital, doing business as Miller-Dwan Medical Center, by and 
        through its directors of trusts pursuant to Laws 1969, chapter 
        224, as amended. 
           Subd. 5.  [NONPROFIT CORPORATION.] "Nonprofit corporation" 
        means the entity formed in accordance with section 2. 
           Sec. 2.  [CREATION OF NONPROFIT CORPORATION.] 
           The board may incorporate a nonprofit corporation under 
        Minnesota Statutes, chapter 317A, to be organized and operated 
        exclusively for charitable purposes and, in connection 
        therewith, to own and operate the hospital in furtherance of and 
        consistent with the charitable purposes of the hospital prior to 
        the transfer authorized by section 3.  The senior judge of the 
        sixth judicial district chambered in Duluth, shall, with the 
        concurrence of two-thirds of the judges of the sixth judicial 
        district who are chambered in Duluth, elect successors to the 
        elected directors of the nonprofit corporation in accordance 
        with the bylaws of the nonprofit corporation.  The mayor of the 
        city of Duluth shall be an ex-officio voting director of the 
        nonprofit corporation.  The city council of the city of Duluth 
        shall designate one of its members as a director of the 
        nonprofit corporation in accordance with the bylaws of the 
        nonprofit corporation. 
           Sec. 3.  [TRANSFER OF ASSETS AND LIABILITIES.] 
           Notwithstanding any other law, agency regulation, or 
        judicial ruling to the contrary, including the provisions of 
        Minnesota Statutes, section 471.345, and without any further 
        requirement or procedure, the board may transfer to the 
        nonprofit corporation all tangible and intangible property and 
        assets used or held in connection with, and all liabilities 
        related to or arising out of, the operation of the hospital, 
        including any and all contracts and agreements to which the 
        hospital is a party. 
           Sec. 4.  [OPERATIONS.] 
           Subdivision 1.  [CHARITABLE PURPOSES; TRUST.] The nonprofit 
        corporation shall be created and operated for charitable 
        purposes within the meaning of section 501(c)(3) of the Internal 
        Revenue Code of 1986, as amended, and shall constitute a 
        charitable trust within the meaning of Minnesota Statutes, 
        chapter 501B. 
           Subd. 2.  [DEBTS, LIABILITIES.] The city shall not be 
        responsible for any claims against or debts, obligations, or 
        liabilities of the nonprofit corporation, which shall not be 
        deemed to operate or constitute a municipal hospital within the 
        meaning of Minnesota Statutes, section 144.581. 
           Subd. 3.  [APPLICABLE LAW.] The nonprofit corporation shall 
        not be subject to Laws 1969, chapter 224, as amended. 
           Sec. 5.  [EMPLOYEES.] 
           Upon the effective date of the transfer authorized pursuant 
        to section 3, the employees of the hospital shall become 
        employees of the nonprofit corporation.  This act does not 
        abrogate or change any rights of employees of the hospital under 
        the terms of any collective bargaining agreements in effect on 
        the date of the transfer to the nonprofit corporation. 
           Sec. 6.  [EFFECTIVE DATE.] 
           This act is effective the day after compliance with 
        Minnesota Statutes, section 645.021, subdivision 3, by the 
        governing body of the city of Duluth. 
           Presented to the governor May 5, 1997 
           Signed by the governor May 6, 1997, 2:42 p.m.